RESIDENTIAL ASSET SECURITIES CORP
POOLING & SERVICING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ks2psa.txt
<DESCRIPTION>POOLING & SERVICING AGREEMENT
<TEXT>
                                 EXECUTION COPY
                    RESIDENTIAL ASSET SECURITIES CORPORATION,

                                   Depositor,

                        RESIDENTIAL FUNDING CORPORATION,

                                Master Servicer,

                                       and

                               JPMORGAN CHASE BANK

                                     Trustee





                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2003





           Home Equity Mortgage Asset-Backed Pass-Through Certificates

                                 Series 2003-KS2





<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                         PAGE

<S>                                                                                        <C>
ARTICLE I      DEFINITIONS..................................................................6

        Section 1.01.     Definitions.......................................................6

        Section 1.02.     Determination of LIBOR...........................................66

ARTICLE II     CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.............68

        Section 2.01.     Conveyance of Mortgage Loans.....................................68

        Section 2.02.     Acceptance by Trustee............................................71

        Section 2.03.     Representations, Warranties and Covenants of the Master
                          Servicer and the Depositor.......................................72

        Section 2.04.     Representations and Warranties of Sellers........................74

        Section 2.05.     Execution and Authentication of Certificates; Conveyance of
                          Uncertificated REMIC Regular Interests...........................76

        Section 2.06.     Purposes and Powers of the Trust.................................77

ARTICLE III    ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................78

        Section 3.01.     Master Servicer to Act as Servicer...............................78

        Section 3.02.     Subservicing Agreements Between Master Servicer and
                          Subservicers; Enforcement of Subservicers' Obligations...........80

        Section 3.03.     Successor Subservicers...........................................81

        Section 3.04.     Liability of the Master Servicer.................................81

        Section 3.05.     No Contractual Relationship Between Subservicer and Trustee
                          or Certificateholders............................................82

        Section 3.06.     Assumption or Termination of Subservicing Agreements by
                          Trustee..........................................................82

        Section 3.07.     Collection of Certain Mortgage Loan Payments; Deposits to
                          Custodial Account................................................82

        Section 3.08.     Subservicing Accounts; Servicing Accounts........................84

        Section 3.09.     Access to Certain Documentation and Information Regarding
                          the Mortgage Loans...............................................86

        Section 3.10.     Permitted Withdrawals from the Custodial Account.................86

        Section 3.11.     Maintenance of MI Policy and Primary Insurance Coverage..........88

        Section 3.12.     Maintenance of Fire Insurance and Omissions and Fidelity
                          Coverage.........................................................88

        Section 3.13.     Enforcement of Due-on-Sale Clauses; Assumption and
                          Modification Agreements; Certain Assignments.....................90

        Section 3.14.     Realization Upon Defaulted Mortgage Loans........................91

        Section 3.15.     Trustee to Cooperate; Release of Mortgage Files..................93

        Section 3.16.     Servicing and Other Compensation; Compensating Interest..........95
<PAGE>

        Section 3.17.     Reports to the Trustee and the Depositor.........................96

        Section 3.18.     Annual Statement as to Compliance................................96

        Section 3.19.     Annual Independent Public Accountants' Servicing Report..........96

        Section 3.20.     Right of the Depositor in Respect of the Master Servicer.........97

        Section 3.21.     The Mortgage Insurance Co-Trustee................................97

ARTICLE IV     PAYMENTS TO CERTIFICATEHOLDERS..............................................98

        Section 4.01.     Certificate Account..............................................98

        Section 4.02.     Distributions....................................................98

        Section 4.03.     Statements to Certificateholders; Statements to Rating
                          Agencies; Exchange Act Reporting................................107

        Section 4.04.     Distribution of Reports to the Trustee and the Depositor;
                          Advances by the Master Servicer.................................111

        Section 4.05.     Allocation of Realized Losses...................................112

        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property...115

        Section 4.07.     Optional Purchase of Defaulted Mortgage Loans...................115

        Section 4.08.     Limited Mortgage Loan Repurchase Right..........................115

        Section 4.09.     Mortgage Insurance Premium Taxes Reserve Fund...................116

        Section 4.10.     Hedge Agreement.................................................116

        Section 4.11.     Derivative Contracts............................................117

ARTICLE V      THE CERTIFICATES...........................................................118

        Section 5.01.     The Certificates................................................118

        Section 5.02.     Registration of Transfer and Exchange of Certificates...........119

        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates...............124

        Section 5.04.     Persons Deemed Owners...........................................124

        Section 5.05.     Appointment of Paying Agent.....................................124

ARTICLE VI     THE DEPOSITOR AND THE MASTER SERVICER......................................125

        Section 6.01.     Respective Liabilities of the Depositor and the Master
                          Servicer........................................................125

        Section 6.02.     Merger or Consolidation of the Depositor or the Master
                          Servicer; Assignment of Rights and Delegation of Duties by
                          Master Servicer.................................................125

        Section 6.03.     Limitation on Liability of the Depositor, the Master
                          Servicer and Others.............................................126

        Section 6.04.     Depositor and Master Servicer Not to Resign.....................126

ARTICLE VII    DEFAULT....................................................................127

        Section 7.01.     Events of Default...............................................127
<PAGE>

        Section 7.02.     Trustee or Depositor to Act; Appointment of Successor...........128

        Section 7.03.     Notification to Certificateholders..............................129

        Section 7.04.     Waiver of Events of Default.....................................130

ARTICLE VIII   CONCERNING THE TRUSTEE.....................................................130

        Section 8.01.     Duties of Trustee...............................................130

        Section 8.02.     Certain Matters Affecting the Trustee...........................131

        Section 8.03.     Trustee Not Liable for Certificates or Mortgage Loans...........133

        Section 8.04.     Trustee May Own Certificates....................................133

        Section 8.05.     Master Servicer to Pay Trustee's Fees and Expenses;
                          Indemnification.................................................133

        Section 8.06.     Eligibility Requirements for Trustee............................134

        Section 8.07.     Resignation and Removal of the Trustee..........................134

        Section 8.08.     Successor Trustee...............................................135

        Section 8.09.     Merger or Consolidation of Trustee..............................135

        Section 8.10.     Appointment of Co-Trustee or Separate Trustee...................135

        Section 8.11.     Appointment of Custodians.......................................136

ARTICLE IX     TERMINATION................................................................137

        Section 9.01.     Termination Upon Purchase by the Master Servicer or
                          Liquidation of All Mortgage Loans...............................137

        Section 9.02.     Additional Termination Requirements.............................141

ARTICLE X      REMIC PROVISIONS...........................................................141

        Section 10.01.    REMIC Administration............................................141

        Section 10.02.    Master Servicer, REMIC Administrator and Trustee
                          Indemnification.................................................144

ARTICLE XI     MISCELLANEOUS PROVISIONS...................................................145

        Section 11.01.    Amendment.......................................................145

        Section 11.02.    Recordation of Agreement; Counterparts..........................147

        Section 11.03.    Limitation on Rights of Certificateholders......................148

        Section 11.04.    Governing Law...................................................148

        Section 11.05.    Notices.........................................................148

        Section 11.06.    Notices to Rating Agencies......................................149

        Section 11.07.    Severability of Provisions......................................150

        Section 11.08.    Supplemental Provisions for Resecuritization....................150

        Section 11.09.    Third-Party Beneficiary.........................................150
<PAGE>

Exhibit A      Form of Class A Certificate................................................A-1

Exhibit B      Form of Class M Certificate................................................B-1

Exhibit C      Form of Class SB Certificate...............................................C-1
Exhibit D      Form of Class R Certificate................................................D-1

Exhibit E      Form of Custodial Agreement................................................E-1

Exhibit F-1    Group I Loan Schedule....................................................F-1-1

Exhibit F-2    Group II-A Loan Schedule.................................................F-2-1

Exhibit F-3    Group II-B Loan Schedule.................................................F-3-1

Exhibit G      Forms of Request for Release...............................................G-1

Exhibit H-1    Form of Transfer Affidavit and Agreement.................................H-1-1

Exhibit H-2    Form of Transferor Certificate...........................................H-2-1

Exhibit I      Form of Investor Representation Letter.....................................I-1

Exhibit J      Form of Transferor Representation Letter...................................J-1

Exhibit K      Text of Amendment to Pooling and Servicing Agreement Pursuant to
               Section 11.01(e) for a Limited Guaranty....................................K-1

Exhibit L      Form of Limited Guaranty...................................................L-1

Exhibit M      Form of Lender Certification for Assignment of Mortgage Loan...............M-1

Exhibit N      Form of Rule 144A Investment Representation................................N-1

Exhibit O      [Reserved].................................................................O-1

Exhibit P      Form of ERISA Letter.......................................................P-1

Exhibit Q      Reserved...................................................................Q-1

Exhibit R      Assignment Agreement......................................................R-1

Exhibit S      MI Policy..................................................................S-1

Exhibit T-1    Form of 10-K Certification...............................................T-1-1

Exhibit T-2    Form of Back-Up Certification............................................T-2-1

Exhibit U      Information to be Provided by the Master Servicer to the Rating
               Agencies Relating to Reportable Modified Mortgage Loans....................U-1

</TABLE>
<PAGE>



<PAGE>




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

                             PRELIMINARY STATEMENT:

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

                                     REMIC I

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

<TABLE>
<S>                                             <C>
                                             Uncertificated REMIC I          Latest Possible
  Designation       Pass-Through Rate           Principal Balance             Maturity Date
      I-LT             Variable(1)              $850,000,050.20               April 25, 2033
---------------
</TABLE>
(1)  Calculated  as  provided  in  the  definition  of  Uncertificated  REMIC  I
Pass-Through Rate.

                                    REMIC II

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

<S>                                      <C>
                                             Uncertificated REMIC II         Latest Possible
  Designation       Pass-Through Rate           Principal Balance             Maturity Date
     II-LT             Variable(1)            $1,250,001,432.14               April 25, 2033
---------------
</TABLE>
(1)  Calculated  as  provided  in the  definition  of  Uncertificated  REMIC  II
Pass-Through Rate.

                                       1
<PAGE>

                                    REMIC III

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

                         UNCERTIFICATED       INITIAL UNCERTIFICATED       LATEST POSSIBLE
    DESIGNATION            REMIC III             PRINCIPAL BALANCE          MATURITY DATE
                     ---------------------
                       PASS-THROUGH RATE
<S>                                <C>            <C>                             <C> <C>
        LTA                Variable(1)            $694,000,050.20           April 25, 2033
        LTB1               Variable(1)              $12,000,000             April 25, 2003
        LTB2               Variable(1)              $11,000,000              May 25, 2003
        LTB3               Variable(1)              $10,000,000             June 25, 2003
        LTB4               Variable(1)               $9,000,000             July 25, 2003
        LTB5               Variable(1)               $8,000,000            August 25, 2003
        LTB6               Variable(1)               $8,000,000           September 25, 2003
        LTB7               Variable(1)               $8,000,000            October 25, 2003
        LTB8               Variable(1)               $6,000,000           November 25, 2003
        LTB9               Variable(1)               $7,000,000           December 25, 2003
       LTB10               Variable(1)               $5,000,000            January 25, 2004
       LTB11               Variable(1)               $6,000,000           February 25, 2004
       LTB12               Variable(1)               $5,000,000             March 25, 2004
       LTB13               Variable(1)               $4,000,000             April 25, 2004
       LTB14               Variable(1)               $5,000,000              May 25, 2004
       LTB15               Variable(1)               $4,000,000             June 25, 2004
       LTB16               Variable(1)               $3,000,000             July 25, 2004
       LTB17               Variable(1)               $4,000,000            August 25, 2004
       LTB18               Variable(1)               $3,000,000           September 25, 2004
       LTB19               Variable(1)               $3,000,000            October 25, 2004
       LTB20               Variable(1)               $2,000,000           November 25, 2004
       LTB21               Variable(1)               $3,000,000           December 25, 2004
       LTB22               Variable(1)               $2,000,000            January 25, 2005
       LTB23               Variable(1)               $2,000,000           February 25, 2005
       LTB24               Variable(1)               $2,000,000             March 25, 2005
       LTB25               Variable(1)               $2,000,000             April 25, 2005
       LTB26               Variable(1)               $2,000,000              May 25, 2005
       LTB27               Variable(1)               $1,000,000             June 25, 2005
       LTB28               Variable(1)               $2,000,000             July 25, 2005
       LTB29               Variable(1)               $1,000,000            August 25, 2005
       LTB30               Variable(1)              $16,000,000           September 25, 2005
</TABLE>

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

                                       2
<PAGE>


                                    REMIC IV

        As provided  herein,  the REMIC  Administrator  will make an election to
treat the segregated pool of assets  consisting of the REMIC II Regular Interest
II-LT and the REMIC III Regular  Interests as a real estate mortgage  investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets  will be  designated  as "REMIC  IV." The Class  R-IV  Certificates  will
represent the sole Class of "residual interests" in REMIC IV for purposes of the
REMIC Provisions (as defined herein) under federal income tax law. The following
table   irrevocably   sets   forth  the   designation,   remittance   rate  (the
"Uncertificated   REMIC  IV  Pass-Through  Rate")  and  initial   Uncertificated
Principal Balance for each of the "regular interests" in REMIC IV (the "REMIC IV
Regular Interests").  The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each
REMIC IV  Regular  Interest  shall be the  Maturity  Date.  None of the REMIC IV
Regular Interests will be certificated.
<TABLE>
<CAPTION>

                         UNCERTIFICATED       INITIAL UNCERTIFICATED       LATEST POSSIBLE
    DESIGNATION             REMIC IV             PRINCIPAL BALANCE          MATURITY DATE
                     ---------------------
                       PASS-THROUGH RATE
<S>       <C>                      <C>         <C>                                <C> <C>
        LT1                Variable(1)         $849,851,508.29              April 25, 2033
        LT2                Variable(1)              $21,458.10              April 25, 2033
        LT3                   0.00%                 $63,541.91              April 25, 2033
        LT4                Variable(1)              $63,541.91              April 25, 2033
        LT5                Variable(1)       $1,235,770,598.92              April 25, 2033
        LT6                Variable(1)              $16,367.07              April 25, 2033
        LT7                   0.00%                $107,233.08              April 25, 2033
        LT8                Variable(1)             $107,233.08              April 25, 2033
      LTA-IO1               Fixed(2)                  $ N/A(3)              April 25, 2003
      LTA-IO2               Fixed(2)                  $ N/A(3)               May 25, 2003
      LTA-IO3               Fixed(2)                  $ N/A(3)              June 25, 2003
      LTA-IO4               Fixed(2)                  $ N/A(3)              July 25, 2003
      LTA-IO5               Fixed(2)                  $ N/A(3)             August 25, 2003
      LTA-IO6               Fixed(2)                  $ N/A(3)            September 25, 2003
      LTA-IO7               Fixed(2)                  $ N/A(3)             October 25, 2003
      LTA-IO8               Fixed(2)                  $ N/A(3)            November 25, 2003
      LTA-IO9               Fixed(2)                  $ N/A(3)            December 25, 2003
      LTA-IO10              Fixed(2)                  $ N/A(3)             January 25, 2004
      LTA-IO11              Fixed(2)                  $ N/A(3)            February 25, 2004
      LTA-IO12              Fixed(2)                  $ N/A(3)              March 25, 2004
      LTA-IO13              Fixed(2)                  $ N/A(3)              April 25, 2004
      LTA-IO14              Fixed(2)                  $ N/A(3)               May 25, 2004
      LTA-IO15              Fixed(2)                  $ N/A(3)              June 25, 2004
      LTA-IO16              Fixed(2)                  $ N/A(3)              July 25, 2004
      LTA-IO17              Fixed(2)                  $ N/A(3)             August 25, 2004
      LTA-IO18              Fixed(2)                  $ N/A(3)            September 25, 2004
      LTA-IO19              Fixed(2)                  $ N/A(3)             October 25, 2004
      LTA-IO20              Fixed(2)                  $ N/A(3)            November 25, 2004
      LTA-IO21              Fixed(2)                  $ N/A(3)            December 25, 2004


                                       3
<PAGE>

      LTA-IO22              Fixed(2)                  $ N/A(3)             January 25, 2005
      LTA-IO23              Fixed(2)                  $ N/A(3)            February 25, 2005
      LTA-IO24              Fixed(2)                  $ N/A(3)              March 25, 2005
      LTA-IO25              Fixed(2)                  $ N/A(3)              April 25, 2005
      LTA-IO26              Fixed(2)                  $ N/A(3)               May 25, 2005
      LTA-IO27              Fixed(2)                  $ N/A(3)              June 25, 2005
      LTA-IO28              Fixed(2)                  $ N/A(3)              July 25, 2005
      LTA-IO29              Fixed(2)                  $ N/A(3)             August 25, 2005
      LTA-IO30              Fixed(2)                  $ N/A(3)            September 25, 2005
</TABLE>

------------
(1)  Calculated  as  provided  in the  definition  of  Uncertificated  REMIC  IV
Pass-Through  Rate. (2) Until the Latest Possible Maturity Date set forth in the
last column of this table, a
        per annum rate equal to 3.50%, and 0.00% thereafter.
(3)     REMIC IV  Regular  Interests  LTA-IO  will  not  have an  Uncertificated
        Principal  Balance,  but  will  accrue  interest  on its  Uncertificated
        Notional  Amount  outstanding  from time to time which  shall  equal the
        Uncertificated  Principal Balance of REMIC III Regular Interest LTB with
        the same numerical  designation (the "Related REMIC III Regular Interest
        LTB") for Distribution  Dates on or before the Latest Possible  Maturity
        Date for such REMIC IV Regular Interest LTA-IO,  and thereafter shall be
        $0.00.



                                     REMIC V

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

                                       4
<PAGE>

<TABLE>
<CAPTION>

                                      AGGREGATE
                                        INITIAL
                                      CERTIFICATE                          FINAL
                                       PRINCIPAL                         SCHEDULED
                       PASS-THROUGH BALANCE/NOTIONAL                   DISTRIBUTION      INITIAL
DESIGNATION    TYPE        RATE         AMOUNT           FEATURES          DATE          RATINGS
                                                                                       S&P    Moody's
<S>       <C>                     <C>                                          <C>
Class A-I-1   Regular   Adjustable(1)$279,000,000    Senior/Adjustable  August 25,     AAA     Aaa
                                                           Rate            2019
Class A-I-2   Regular    2.15%(2)     $96,100,000      Senior/Fixed     January 25,    AAA     Aaa
                                                           Rate            2024
Class A-I-3   Regular    2.66%(2)    $136,800,000      Senior/Fixed    November 25,    AAA     Aaa
                                                           Rate            2028
Class A-I-4   Regular    3.67%(2)     $94,200,000      Senior/Fixed      March 25,     AAA     Aaa
                                                           Rate            2031
Class A-I-5   Regular   5.01%(2)(3)   $69,650,000      Senior/Fixed      April 25,     AAA     Aaa
                                                           Rate            2033
Class A-I-6   Regular    3.99%(2)     $85,000,000      Senior/Fixed      April 25,     AAA     Aaa
                                                       Rate/Lockout        2033
Class A-I-IO  Regular    3.50%(4)    $156,000,000      Senior/Fixed      September     AAA     Aaa
                                                      Rate/Interest      25, 2005
                                                           Only
Class A-II-A Regular(5) Adjustable(6)$575,000,000    Senior/Adjustable   April 25,     AAA     Aaa
                                                           Rate            2033
Class A-II-B Regular(5) Adjustable(6)$575,000,000    Senior/Adjustable   April 25,     AAA     Aaa
                                                           Rate            2033
Class M-I-1   Regular    4.80%(2)     $36,125,000    Mezzanine/Fixed     April 25,      AA     Aa2
                                                           Rate            2033
Class M-I-2   Regular    5.20%(2)     $29,750,000    Mezzanine/Fixed     April 25,      A+      A2
                                                           Rate            2033
Class M-I-3   Regular    6.10%(2)     $23,375,000       Mezzanine        April 25,     BBB+    Baa2
                                                       /Fixed Rate         2033
Class M-II-1 Regular(5) Adjustable(6) $46,875,000    Mezzanine/AdjustableApril 25,      AA     Aa2
                                                           Rate            2033
Class M-II-2  Regular   Adjustable(6) $43,750,000    Mezzanine/AdjustableApril 25,      A+      A2
                                                           Rate            2033
Class M-II-3 Regular(5) Adjustable(6) $9,375,000     Mezzanine/AdjustableApril 25,     BBB+    Baa2
                                                           Rate            2033
Class SB-I   Regular       (7)          $50.20         Subordinate       April 25,     N/R     N/R
                (7)                                                        2033
Class SB-II  Regular       (7)         $1,432.14       Subordinate       April 25,     N/R     N/R
                (7)
</TABLE>
                                                     2033
---------------
(1) The REMIC V Regular Interest  ownership of which is represented by the Class
    A-I-1  Certificates  will accrue interest at a per annum rate equal to LIBOR
    plus  0.10%,  subject to a payment cap as  described  in the  definition  of
    "Pass-Through Rate" herein and the provisions for the payment of Group I Net
    WAC Cap Shortfall Carry-Forward Amount herein.
(2) The REMIC V Regular Interests ownership of which is represented by the Class
    A-I-2,  Class A-I-3,  Class A-I-4,  Class A-I-5,  Class A-I-6,  Class M-I-1,
    Class  M-I-2 and Class  M-I-3  Certificates  are subject to a payment cap as
    described in the definition of "Pass-Through Rate" herein and the provisions
    for the payment of Group I Net WAC Cap Shortfall Carry-Forward herein.
(3) Beginning on the second  Distribution Date after the first possible Optional
    Termination  Date, the  Pass-Through  Rate for the Class A-I-5  Certificates
    will increase by 0.50% per annum.
(4) On and after the 30th Distribution  Date, the Pass-Through Rate on the Class
    A-I-IO Certificates shall equal 0.00%.
(5) The Class  A-I,  Class  A-II,  Class M-I and Class  M-II  Certificates  will
    represent  ownership of the REMIC V Regular  Interests  and, with respect to
    the Class A-II and Class M-II Certificates,  together with certain rights to
    payments to be made from amounts  received under the Hedge  Agreement  which
    will be deemed made for federal  income tax  purposes  outside of REMIC V by
    the  holder  of the  Class  SB-II  Certificate  as the  owner  of the  Hedge
    Agreement.
(6) The REMIC V Regular Interests ownership of which is represented by the Class
    A-II-A,   Class  A-II-B,   Class  M-II-1,  Class  M-II-2  and  Class  M-II-3
    Certificates,  will accrue  interest at a per annum rate equal to LIBOR plus
    the  applicable  Margin,  subject  to a  payment  cap  as  described  in the
    definition  of  "Pass-Through  Rate" and the  provisions  for the payment of
    Group II Basis Risk Shortfall Carry-Forward Amount herein. The Class A-II-A,
    Class A-II-B,  Class M-II-1, Class M-II-2 and Class M-II-3 Certificates will
    also entitle their holders to certain  payments from the Holder of the SB-II
    Certificates from amounts received under the Hedge Agreement, which will not
    be a part of their ownership of the REMIC III Regular Interest.
(7) The  Class  SB  Certificates  will  accrue  interest  as  described  in  the
    definition of Accrued Certificate  Interest.  The Class SB Certificates will
    not accrue interest on their Certificate  Principal Balance.  The Class SB-I
    and Class SB-II  Certificates  will each be comprised of two REMIC V regular
    interests,   a  principal  only  regular  interest  designated  SB-I-PO  and
    SB-II-PO,  respectively,  and an interest only regular  interest  designated
    SB-I-IO and SB-II-IO,  respectively, which will be entitled to distributions
    as  set  forth  herein.  The  rights  of  the  Holder  of  the  Class  SB-II
    Certificates to payments from the Hedge Agreement shall be outside and apart
    from its rights under the REMIC V Regular Interests SB-II-IO and SB-II-PO.

                                       5
<PAGE>


        The  Group I  Loans,  which  are a part of  Trust  Fund I as more  fully
described  herein,  have an aggregate  Cut-off Date  Principal  Balance equal to
approximately   $850,000,050.20.   The  Group  I  Loans  are  fixed-rate,  fully
amortizing and balloon payment, first lien and junior lien mortgage loans having
terms to maturity at origination or  modification  of generally not more than 30
years, or in the case of some of the Group I Loans,  not more than 15 years. The
Group II  Loans,  which  are a part of  Trust  Fund II as more  fully  described
herein,  have an aggregate Cut-off Date Principal Balance equal to approximately
$1,250,001,432.14.  The Group II Loans are  adjustable-rate,  fully  amortizing,
first  lien  mortgage   loans  having  terms  to  maturity  at   origination  or
modification of generally not more than 30 years.

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



                                   ARTICLE I

                                   DEFINITIONS

Section 1.01.  Definitions.

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

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

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

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

(iii)   any other interest  shortfalls on the related Mortgage Loans not covered
        by Group I Excess  Cash Flow or Group II  Excess  Cash  Flow,  including
        Relief Act Shortfalls and Prepayment  Interest  Shortfalls to the extent
        not  covered by  Compensating  Interest  pursuant to Section  3.16,  but
        excluding  the  interest  portion of Realized  Losses  other than Excess
        Losses,

with all such reductions allocated on the Group I Loans to the Class A-I and the
Class M-I  Certificates on a pro rata basis, and allocated on the Group II Loans
to the Class A-II and Class M-II  Certificates on a pro rata basis, in each case
in accordance with the amount of Accrued  Certificate  Interest which would have
been  due  absent  such  reductions.   Accrued  Certificate   Interest  for  any
Distribution  Date shall also be reduced by any  interest  shortfalls  resulting
from the failure of the Hedge  Counterparty  to make the required  Hedge Payment


                                       6
<PAGE>

for such Distribution Date, with all such reductions allocated to the Class A-II
and Class  M-II  Certificates  on a pro rata basis  based on the  portion of the
Hedge  Payment each such Class was  entitled  to, but did not  receive,  on such
Distribution Date. Accrued Certificate  Interest for any Distribution Date shall
further be reduced by the interest  portion of Realized Losses  allocated to any
Class of Certificates  pursuant to Section 4.05. Accrued Certificate Interest on
the Class A-I Certificates  (other than the Class A-I-1 Certificates) and, Class
M-I Certificates shall accrue interest on the basis of a 360-day year consisting
of twelve  30-day  months.  Accrued  Certificate  Interest  on the  Class  A-I-1
Certificates,  Class A-II Certificates and Class M-II Certificates  shall accrue
on the  basis of a 360-day  year and the  actual  number of days in the  related
Interest Accrual Period.

        With respect to each  Distribution  Date and the Class SB  Certificates,
interest  accrued  during the preceding  Interest  Accrual Period at the related
Pass-Through  Rate on the  Notional  Amount as specified  in the  definition  of
Pass-Through  Rate,  immediately  prior to such  Distribution Date in each case,
reduced by any interest  shortfalls  with  respect to the Mortgage  Loans in the
related Loan Group including  Prepayment  Interest  Shortfalls to the extent not
covered by Compensating  Interest  pursuant to Section 3.16 or by Group I Excess
Cash Flow or Group II Excess Cash Flow pursuant to clauses (x), (xi),  (xii) and
(xiii) of  Section  4.02(c)  or clauses  (viii),  (ix),  (x) and (xi) of Section
4.02(d).  Accrued Certificate Interest on the Class SB Certificates shall accrue
on the  basis of a 360-day  year and the  actual  number of days in the  related
Interest Accrual Period.

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

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

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

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

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

        Amount Held for Future  Distribution:  As to any Distribution  Date, the
total of the amounts held in the  Custodial  Account at the close of business on
the  preceding  Determination  Date  on  account  of (i)  Liquidation  Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04, 4.07 or 4.08 and Mortgage Loan  substitutions  made
pursuant  to  Section  2.03  or 2.04  received  or  made  in the  month  of such
Distribution Date (other than such Liquidation Proceeds,  Insurance Proceeds and
purchases  of Mortgage  Loans that the Master  Servicer  has deemed to have been
received in the  preceding  month in accordance  with Section  3.07(b)) and (ii)
payments which  represent  early receipt of scheduled  payments of principal and
interest  due on a date or dates  subsequent  to the Due Date in the related Due
Period.

                                       7
<PAGE>

        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 based upon the  appraisal  made at the time of
origination of the loan which was refinanced or modified or the appraised  value
determined in an appraisal at the time of  refinancing or  modification,  as the
case may be.

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

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

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

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

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

        Business  Day:  Any day other than (i) a Saturday  or a Sunday or (ii) a
day on which  banking  institutions  in the  State of  California,  the State of
Minnesota,  the State of Texas,  the State of New York 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.

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

        Capitalization  Reimbursement  Amount:  As to either  Loan Group and any
Distribution  Date, the amount of Advances or Servicing Advances that were added
to the Stated Principal  Balance of the Mortgage Loans in the related Loan Group
during  the prior  calendar  month and  reimbursed  to the  Master  Servicer  or
Subservicer  on  or  prior  to  such   Distribution  Date  pursuant  to  Section
3.10(a)(vii).

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

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

        Certificate  Account:  The  account or accounts  created and  maintained
pursuant  to Section  4.01,  which shall be entitled  "JPMorgan  Chase Bank,  as
trustee,  in trust for the registered  holders of Residential  Asset  Securities
Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2003-KS2"   and  which   account   shall  be  held  for  the   benefit   of  the
Certificateholders and which must be an Eligible Account.

                                       8
<PAGE>

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

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

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

        Certificate  Principal Balance:  With respect to any Class A Certificate
(other than a Class A-I- IO Certificate) or Class M Certificate,  on any date of
determination,  an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof,  minus (ii) the sum of (x)
the  aggregate  of all  amounts  previously  distributed  with  respect  to such
Certificate  (or  any  predecessor   Certificate)  and  applied  to  reduce  the
Certificate  Principal  Balance thereof pursuant to Sections 4.02(c) and Section
4.02(d) and (y) the aggregate of all reductions in Certificate Principal Balance
deemed to have occurred in connection with Realized Losses which were previously
allocated  to such  Certificate  (or any  predecessor  Certificate)  pursuant to
Section  4.05.  With  respect  to each Class  SB-I  Certificate,  on any date of
determination,  an amount  equal to the  Percentage  Interest  evidenced by such
Certificate  multiplied by an amount equal to (i) the excess, if any, of (A) the
then aggregate Stated  Principal  Balance of the Group I Loans over (B) the then
aggregate  Certificate Principal Balance of the Class A-I Certificates and Class
M-I Certificates then  outstanding,  which represents the sum of (i) the Initial
Principal  Balance  of the REMIC V  Regular  Interest  SB-I-PO,  as  reduced  by
Realized Losses  allocated  thereto and payments  deemed made thereon,  and (ii)
accrued and unpaid interest on the REMIC V Regular Interest SB-I-IO,  as reduced
by  Realized  Losses  allocated  thereto.  With  respect  to  each  Class  SB-II
Certificate,  on any date of  determination,  an amount equal to the  Percentage
Interest evidenced by such Certificate  multiplied by an amount equal to (i) the
excess,  if any, of (A) the then aggregate Stated Principal Balance of the Group
II Loans over (B) the then aggregate  Certificate Principal Balance of the Class
A-II Certificates and Class M-II Certificates then outstanding, which represents
the sum of (i) the  Initial  Principal  Balance of the REMIC V Regular  Interest
SB-II-PO,  as reduced by Realized Losses  allocated  thereto and payments deemed
made  thereon,  and (ii)  accrued  and  unpaid  interest  on the REMIC V Regular
Interest SB-II-IO,  as reduced by Realized Losses allocated thereto. The Class R
Certificates will not have a Certificate Principal Balance.

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

                                       9
<PAGE>

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

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

        Class A-I Certificates:  Any one of the Class A-I-1,  Class A-I-2, Class
A-I-3, Class A-I-4, Class A-I-5, Class A-I-6 or Class A-I-IO Certificates.

        Class  A-I   Principal   Distribution   Amount:   With  respect  to  any
Distribution  Date (i)  prior to the  Group I  Stepdown  Date or on or after the
Group I  Stepdown  Date if a  Group  I  Trigger  Event  is in  effect  for  that
Distribution  Date,  the  Group  I  Principal   Distribution   Amount  for  that
Distribution  Date or (ii) on or after  the Group I  Stepdown  Date if a Group I
Trigger Event is not in effect for that Distribution Date, the lesser of:

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

(ii)    the excess, if any, of (A) the aggregate  Certificate  Principal Balance
        of the Class A-I  Certificates  immediately  prior to that  Distribution
        Date  over  (B) the  lesser  of (x) the  product  of (1) the  applicable
        Subordination  Percentage and (2) the aggregate Stated Principal Balance
        of the Group I Loans after giving effect to  distributions to be made on
        that Distribution Date and (y) the aggregate Stated Principal Balance of
        the Group I Loans after  giving  effect to  distributions  to be made on
        that Distribution Date, less the Group I Overcollateralization Floor.

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

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

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

        Class  A-I-4  Certificate:  Any  one of  the  Class  A-I-4  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed  hereto as Exhibit A, senior to the Class M-I
Certificates,   SB  Certificates  and  Class  R  Certificates  with  respect  to
distributions  and the allocation of Realized Losses in respect of Group I Loans
as set forth in  Section  4.05,  and  evidencing  an  interest  designated  as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.

        Class  A-I-5  Certificate:  Any  one of  the  Class  A-I-5  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed  hereto as Exhibit A, senior to the Class M-I
Certificates,   SB  Certificates  and  Class  R  Certificates  with  respect  to


                                       10
<PAGE>

distributions  and the allocation of Realized Losses in respect of Group I Loans
as set forth in  Section  4.05,  and  evidencing  an  interest  designated  as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.

        Class  A-I-6  Certificate:  Any  one of  the  Class  A-I-6  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed  hereto as Exhibit A, senior to the Class M-I
Certificates,   SB  Certificates  and  Class  R  Certificates  with  respect  to
distributions  and the allocation of Realized Losses in respect of Group I Loans
as set forth in  Section  4.05,  and  evidencing  an  interest  designated  as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.

        Class A-I-6 Lockout  Distribution Amount: For any Distribution Date, the
product of (x) the Class A-I-6 Lockout Percentage for that Distribution Date and
(y) the Class A-I-6 Pro Rata Distribution  Amount for that Distribution Date. In
no event shall the Class A-I-6 Lockout  Distribution  Amount for a  Distribution
Date exceed the Class A-I Principal  Distribution  Amount for that  Distribution
Date.

        Class  A-I-6  Lockout  Percentage:   For  each  Distribution  Date,  the
applicable percentage set forth below:

(i) for any Distribution  Date from April 2003 through and including March 2006,
0%;

(ii) for any Distribution Date from April 2006 through and including March 2008,
45%;

(iii) for any  Distribution  Date from April 2008  through and  including  March
2009, 80%;

(iv) for any Distribution Date from April 2009 through and including March 2010,
100%; and

(v) for any Distribution Date from April 2010 and thereafter, 300%.

        Class A-I-6 Pro Rata Distribution  Amount: For any Distribution Date, an
amount  equal to the product of (x) a fraction,  the  numerator  of which is the
Certificate Principal Balance of the Class A-I-6 Certificates  immediately prior
to that  Distribution  Date  and  the  denominator  of  which  is the  aggregate
Certificate Principal Balance of the Class A-I Certificates immediately prior to
that Distribution Date and (y) the Class A-I Principal  Distribution  Amount for
that Distribution Date.

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

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

        Class  A-II  Principal   Distribution   Amount:   With  respect  to  any
Distribution  Date (i)  prior to the Group II  Stepdown  Date or on or after the
Group  II  Stepdown  Date if a Group II  Trigger  Event  is in  effect  for that
Distribution  Date,  the  Group  II  Principal   Distribution  Amount  for  that
Distribution  Date or (ii) on or after the Group II Stepdown  Date if a Group II
Trigger Event is not in effect for that Distribution Date, the lesser of:

(i)     the Group II Principal  Distribution  Amount for that Distribution Date;
        and

(ii)    the excess, if any, of (A) the aggregate  Certificate  Principal Balance
        of the Class A-II  Certificates  immediately  prior to that Distribution
        Date  over  (B) the  lesser  of (x) the  product  of (1) the  applicable


                                       11
<PAGE>

        Subordination  Percentage and (2) the aggregate Stated Principal Balance
        of the Group II Loans after giving effect to distributions to be made on
        that Distribution Date and (y) the aggregate Stated Principal Balance of
        the Group II Loans after giving  effect to  distributions  to be made on
        that Distribution Date, less the Group II Overcollateralization Floor.

        Class  A-II-A  Certificate:  Any one of the  Class  A-II-A  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates,  Class SB  Certificates  and Class R Certificates  with respect to
distributions and the allocation of Realized Losses in respect of Group II Loans
as set forth in Section 4.05,  and  evidencing  (i) an interest  designated as a
"regular  interest" in REMIC V for purposes of the REMIC Provisions and (ii) the
right to receive payments under the Hedge Agreement.

        Class A-II-A Margin: Initially, 0.32% per annum, and on any Distribution
Date or on or after the second  Distribution Date after the first possible Group
II Optional Termination Date, 0.64% per annum.

        Class A-II-A Principal  Distribution  Amount: For any Distribution Date,
the  product  of (x) the Class  A-II  Principal  Distribution  Amount  and (y) a
fraction, the numerator of which is the Group II Principal Allocation Amount for
the Group II-A Loans for that  Distribution Date and the denominator of which is
the Group II Principal  Allocation Amount for all of the Group II Loans for that
Distribution Date; provided, however, that on any Distribution Date on which the
Group II Overcollateralization Amount has been reduced to zero and the aggregate
Certificate Principal Balance of the Class M-II Certificates has been reduced to
zero,  the Class A-II-A  Principal  Distribution  Amount shall equal 100% of the
Class A-II Principal Distribution Amount derived from the Group II-A Loans.

        Class  A-II-B  Certificate:  Any one of the  Class  A-II-B  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates,  Class SB  Certificates  and Class R Certificates  with respect to
distributions and the allocation of Realized Losses in respect of Group II Loans
as set forth in Section 4.05,  and  evidencing  (i) an interest  designated as a
"regular  interest" in REMIC III for purposes of the REMIC  Provisions  and (ii)
the right to receive payments under the Hedge Agreement.

        Class A-II-B Margin: Initially, 0.30% per annum, and on any Distribution
Date on or after the second  Distribution Date after the first possible Group II
Optional Termination Date, 0.60% per annum.

        Class A-II-B Principal  Distribution  Amount: For any Distribution Date,
the  product  of (x) the Class  A-II  Principal  Distribution  Amount  and (y) a
fraction, the numerator of which is the Group II Principal Allocation Amount for
the Group II-B Loans for that  Distribution Date and the denominator of which is
the Group II Principal  Allocation Amount for all of the Group II Loans for that
Distribution Date; provided, however, that on any Distribution Date on which the
Group II Overcollateralization Amount has been reduced to zero and the aggregate
Certificate Principal Balance of the Class M-II Certificates has been reduced to
zero,  the Class A-II-B  Principal  Distribution  Amount shall equal 100% of the
Class A-II Principal Distribution Amount derived from the Group II-B Loans.

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

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

        Class  M-I-1  Certificate:  Any  one of  the  Class  M-I-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  C,  senior to the Class
M-I-2,  Class  M-I-3,  Class  SB  and  Class  R  Certificates  with  respect  to


                                       12
<PAGE>

distributions  and the allocation of Realized Losses in respect of Group I Loans
as set forth in  Section  4.05,  and  evidencing  an  interest  designated  as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.

        Class  M-I-1  Principal   Distribution   Amount:  With  respect  to  any
Distribution  Date (a)  prior to the  Group I  Stepdown  Date or on or after the
Group I  Stepdown  Date if a  Group  I  Trigger  Event  is in  effect  for  that
Distribution Date, the remaining Group I Principal  Distribution Amount for that
Distribution  Date after  distribution  of the Class A-I Principal  Distribution
Amount or (b) on or after the Group I Stepdown  Date if a Group I Trigger  Event
is not in effect for that Distribution Date, the lesser of:

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

(ii) the  excess,  if  any,  of (A) the  sum of (1)  the  aggregate  Certificate
     Principal Balance of the Class A-I Certificates  (after taking into account
     the  payment  of the  Class  A-I  Principal  Distribution  Amount  for that
     Distribution  Date) and (2) the Certificate  Principal Balance of the Class
     M-I-1 Certificates immediately prior to that Distribution Date over (B) the
     lesser of (x) the product of (1) the  applicable  Subordination  Percentage
     and (2) the aggregate Stated  Principal  Balance of the Group I Loans after
     giving effect to distributions to be made on that Distribution Date and (y)
     the aggregate  Stated  Principal  Balance of the Group I Loans after giving
     effect to  distributions  to be made on that  Distribution  Date,  less the
     Group I Overcollateralization Floor.

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

        Class  M-I-2  Principal   Distribution   Amount:  With  respect  to  any
Distribution  Date (a)  prior to the  Group I  Stepdown  Date or on or after the
Group I  Stepdown  Date if a  Group  I  Trigger  Event  is in  effect  for  that
Distribution Date, the remaining Group I Principal  Distribution Amount for that
Distribution  Date after  distribution  of the Class A-I Principal  Distribution
Amount and the Class M-I-1 Principal  Distribution Amount or (b) on or after the
Group I  Stepdown  Date if a Group I  Trigger  Event is not in  effect  for that
Distribution Date, the lesser of:

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

(ii) the  excess,  if  any,  of (A) the  sum of (1)  the  aggregate  Certificate
     Principal   Balance  of  the  Class  A-I   Certificates   and  Class  M-I-1
     Certificates  (after  taking  into  account  the  payment  of the Class A-I
     Principal  Distribution  Amount and the Class M-I-1 Principal  Distribution
     Amount  for  that  Distribution  Date)  and (2) the  Certificate  Principal
     Balance  of  the  Class  M-I-2  Certificates   immediately  prior  to  that
     Distribution  Date  over  (B)  the  lesser  of (x) the  product  of (1) the
     applicable  Subordination Percentage and (2) the aggregate Stated Principal
     Balance of the Group I Loans after  giving  effect to  distributions  to be
     made on that  Distribution  Date  and (y) the  aggregate  Stated  Principal
     Balance of the Group I Loans after  giving  effect to  distributions  to be
     made on that  Distribution  Date,  less the  Group I  Overcollateralization
     Floor.

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


                                       13
<PAGE>

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

        Class  M-I-3  Principal   Distribution   Amount:  With  respect  to  any
Distribution  Date (a)  prior to the  Group I  Stepdown  Date or on or after the
Group I  Stepdown  Date if a  Group  I  Trigger  Event  is in  effect  for  that
Distribution Date, the remaining Group I Principal  Distribution Amount for that
Distribution  Date after  distribution  of the Class A-I Principal  Distribution
Amount,  the Class  M-I-1  Principal  Distribution  Amount  and the Class  M-I-2
Principal  Distribution Amount or (b) on or after the Group I Stepdown Date if a
Group I Trigger Event is not in effect for that  Distribution  Date,  the lesser
of:

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

(ii) the  excess,  if  any,  of (A) the  sum of (1)  the  aggregate  Certificate
     Principal Balance of the Class A-I Certificates,  Class M-I-1  Certificates
     and Class M-I-2 Certificates  (after taking into account the payment of the
     Class  A-I  Principal   Distribution  Amount,  the  Class  M-I-1  Principal
     Distribution  Amount and the Class M-I-2 Principal  Distribution Amount for
     that  Distribution  Date) and (2) the Certificate  Principal Balance of the
     Class M-I-3  Certificates  immediately prior to that Distribution Date over
     (B) the  lesser  of (x) the  product  of (1) the  applicable  Subordination
     Percentage and (2) the aggregate  Stated  Principal  Balance of the Group I
     Loans after giving effect to distributions to be made on that  Distribution
     Date and (y) the aggregate  Stated  Principal  Balance of the Group I Loans
     after giving effect to distributions to be made on that Distribution  Date,
     less the Group I Overcollateralization Floor.

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

        Class  M-II-1  Certificate:  Any one of the  Class  M-II-1  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
M-II-2,  Class  M-II-3,  Class  SB-2 and Class R  Certificates  with  respect to
distributions  and the allocation of Realized Losses in respect of Loan Group II
as set forth in Section 4.05,  and  evidencing  (i) an interest  designated as a
"regular  interest" in REMIC III for purposes of the REMIC  Provisions  and (ii)
the right to receive payments under the Hedge Agreement.

        Class M-II-1 Margin: Initially, 0.65% per annum, and on any Distribution
Date on or after the second  Distribution Date after the first possible Group II
Optional Termination Date, 0.975% per annum.

        Class  M-II-1  Principal   Distribution  Amount:  With  respect  to  any
Distribution  Date (a)  prior to the Group II  Stepdown  Date or on or after the
Group  II  Stepdown  Date if a Group II  Trigger  Event  is in  effect  for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution  Date after  distribution of the Class A-II Principal  Distribution
Amount or (b) on or after the Group II Stepdown Date if a Group II Trigger Event
is not in effect for that Distribution Date, the lesser of:

(i)  the remaining Group II Principal  Distribution Amount for that Distribution
     Date after  distribution of the Class A-II Principal  Distribution  Amount;
     and

(ii) the  excess,  if  any,  of (A) the  sum of (1)  the  aggregate  Certificate
     Principal Balance of the Class A-II Certificates (after taking into account
     the  payment  of the Class  A-II  Principal  Distribution  Amount  for that


                                       14
<PAGE>

     Distribution  Date) and (2) the Certificate  Principal Balance of the Class
     M-II-1  Certificates  immediately  prior to that Distribution Date over (B)
     the  lesser  of  (x)  the  product  of  (1)  the  applicable  Subordination
     Percentage and (2) the aggregate Stated  Principal  Balance of the Group II
     Loans after giving effect to distributions to be made on that  Distribution
     Date and (y) the aggregate Stated  Principal  Balance of the Group II Loans
     after giving effect to distributions to be made on that Distribution  Date,
     less the Group II Overcollateralization Floor.

        Class  M-II-2  Certificate:  Any one of the  Class  M-II-2  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form  annexed  hereto as  Exhibit  B,  senior to the Class
M-II-3,  Class SB-2 and Class R Certificates  with respect to distributions  and
the  allocation  of Realized  Losses in respect of Loan Group II as set forth in
Section 4.05, and evidencing (i) an interest  designated as a "regular interest"
in REMIC III for purposes of the REMIC  Provisions and (ii) the right to receive
payments under the Hedge Agreement.

        Class M-II-2 Margin: Initially, 1.75% per annum, and on any Distribution
Date on or after the second  Distribution Date after the first possible Group II
Optional Termination Date, 2.625% per annum.

        Class  M-II-2  Principal   Distribution  Amount:  With  respect  to  any
Distribution  Date (a)  prior to the Group II  Stepdown  Date or on or after the
Group  II  Stepdown  Date if a Group II  Trigger  Event  is in  effect  for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution  Date after  distribution of the Class A-II Principal  Distribution
Amount and the Class M-II-1 Principal Distribution Amount or (b) on or after the
Group II  Stepdown  Date if a Group II  Trigger  Event is not in effect for that
Distribution Date, the lesser of:

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

(ii) the  excess,  if  any,  of (A) the  sum of (1)  the  aggregate  Certificate
     Principal   Balance  of  the  Class  A-II  Certificates  and  Class  M-II-1
     Certificates  (after  taking  into  account  the  payment of the Class A-II
     Principal  Distribution Amount and the Class M-II-1 Principal  Distribution
     Amount  for  that  Distribution  Date)  and (2) the  Certificate  Principal
     Balance  of  the  Class  M-II-2  Certificates  immediately  prior  to  that
     Distribution  Date  over  (B)  the  lesser  of (x) the  product  of (1) the
     applicable  Subordination Percentage and (2) the aggregate Stated Principal
     Balance of the Group II Loans after giving  effect to  distributions  to be
     made on that  Distribution  Date  and (y) the  aggregate  Stated  Principal
     Balance of the Group II Loans after giving  effect to  distributions  to be
     made on that  Distribution  Date,  less the Group II  Overcollateralization
     Floor.

        Class  M-II-3  Certificate:  Any one of the  Class  M-II-3  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed hereto as Exhibit B, senior to the Class SB-2
Certificates  and Class R  Certificates  with respect to  distributions  and the
allocation  of  Realized  Losses  in  respect  of Loan  Group II as set forth in
Section 4.05, and evidencing (i) an interest  designated as a "regular interest"
in REMIC III for purposes of the REMIC  Provisions and (ii) the right to receive
payments under the Hedge Agreement.

        Class M-II-3 Margin: Initially, 2.75% per annum, and on any Distribution
Date on or after the second  Distribution Date after the first possible Group II
Optional Termination Date, 4.125% per annum.

        Class  M-II-3  Principal   Distribution  Amount:  With  respect  to  any
Distribution  Date (a)  prior to the Group II  Stepdown  Date or on or after the
Group  II  Stepdown  Date if a Group II  Trigger  Event  is in  effect  for that


                                       15
<PAGE>

Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution  Date after  distribution of the Class A-II Principal  Distribution
Amount,  the Class  M-II-1  Principal  Distribution  Amount and the Class M-II-2
Principal Distribution Amount or (b) on or after the Group II Stepdown Date if a
Group II Trigger Event is not in effect for that  Distribution  Date, the lesser
of:

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

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

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

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

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

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

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

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

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

                                       16
<PAGE>

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

        Class  SB-II  Certificate:  Any  one of  the  Class  SB-II  Certificates
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially  in the form annexed hereto as Exhibit B, subordinate to the Class
A Certificates and Class M Certificates  with respect to  distributions  and the
allocation of Realized  Losses as set forth in Section 4.05,  and  evidencing an
interest  comprised  of "regular  interests"  in REMIC V together  with  certain
rights  to  payments  under  the  Hedge  Agreement  for  purposes  of the  REMIC
Provisions.

        Closing Date:  April 2, 2003.

        Code:  The Internal Revenue Code of 1986.

        Commission:  The Securities and Exchange Commission.

     Compensating  Interest:  With respect to any Distribution  Date, any amount
paid by the Master Servicer in accordance with Section 3.16(f).

        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 JPMorgan Chase Bank, 4 New York Plaza,  6th Floor,  New
York, New York 10004,  Attn:  Institutional  Trust  Services/Structured  Finance
Services,  RASC  2003-KS2.  For  purposes  of  Section  3.21 of this  Agreement,
however,  such term shall mean the office of the Mortgage Insurance  Co-Trustee,
located at 101 California Street,  Suite 3800, San Francisco,  CA 94111, or such
other office as the Mortgage Insurance Co-Trustee shall designate..

     Credit Repository: Equifax, Transunion and Experian, or their successors in
interest.

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

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

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

     Custodian:  Wells Fargo Bank,  N.A., or any successor  custodian  appointed
pursuant to a Custodial Agreement.

        Cut-off Date:  March 1, 2003.

     Cut-off Date  Balance:  The sum of the Group I Cut-off Date Balance and the
Group II Cut-off Date Balance.

                                       17
<PAGE>

        Cut-off Date  Principal  Balance:  As to any Mortgage  Loan,  the unpaid
principal  balance  thereof  at the  Cut-off  Date  after  giving  effect to all
installments  of principal  due on or prior  thereto (or due during the month of
March 2003), whether or not received.

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

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

        Definitive Certificate:  Any definitive, fully registered Certificate.

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

        Delinquent:  As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains  unpaid as of the close of business on the next  following  monthly
scheduled  due  date;  "60 to 89 days" or "60 or more  days"  delinquent  when a
payment due on any scheduled due date remains unpaid as of the close of business
on the second following monthly scheduled due date; and so on. The determination
as to whether a Mortgage  Loan  falls  into these  categories  is made as of the
close of  business  on the last  business  day of each  month.  For  example,  a
Mortgage Loan with a payment due on July 1 that remained  unpaid as of the close
of  business  on  August  31  would  then  be  considered  to be  30 to 59  days
delinquent.  Delinquency  information  as of the Cut-off Date is determined  and
prepared as of the close of business on the last business day immediately  prior
to the Cut-off Date.

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

        Derivative  Contract:  Any  ISDA  Master  Agreement,  together  with the
related Schedule and Confirmation,  entered into by the Trustee and a Derivative
Counterparty in accordance with Section 4.11.

     Derivative  Counterparty:  Any  counterparty  to a  Derivative  Contract as
provided in Section 4.11.

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

                                       18
<PAGE>

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

        Disqualified  Organization:  Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, including,  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) and
(iv)  rural   electric   and   telephone   cooperatives   described  in  Section
1381(a)(2)(C)  of the  Code.  A  Disqualified  Organization  also  includes  any
"electing large  partnership,"  as defined in Section 775(a) of the Code and any
other Person so  designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R Certificate by such Person may
cause  either REMIC or any Person  having an Ownership  Interest in any Class of
Certificates  (other than such Person) to incur a liability  for any federal tax
imposed  under the Code that would not otherwise be imposed but for the Transfer
of an Ownership  Interest in a Class R  Certificate  to such  Person.  The terms
"United  States,"  "State"  and  "international  organization"  shall  have  the
meanings set forth in Section 7701 of the Code or successor provisions.

        Distribution Date: The 25th day of any month beginning in April 2003 or,
if such 25th day is not a Business Day, the Business Day  immediately  following
such 25th day.

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

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

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


                                       19
<PAGE>

(as  evidenced in writing by each Rating  Agency that use of any such account as
the  Custodial  Account or the  Certificate  Account  will not reduce the rating
assigned to any Class of  Certificates  by such Rating Agency below the lower of
the  then-current  rating or the rating assigned to such  Certificates as of the
Closing Date by such Rating Agency).

        Eligible Master Servicing Compensation: With respect to any Distribution
Date, 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(a)
except as may be required pursuant to the last sentence of such Section.

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

        Event of Default:  As defined in Section 7.01.

     Excess  Loss:  Any  Group I  Excess  Loss  or  Group  II  Excess  Loss,  as
applicable.

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

        Expense Fee Rate:  With respect to any  Mortgage  Loan as of any date of
determination,  the  applicable  Servicing  Fee  Rate,  the  rate at  which  the
applicable  Subservicing  Fee  accrues  and,  where  applicable,   the  Mortgage
Insurance Premium Rate.

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

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

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

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

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

                      2. by military, naval or air forces; or

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

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

                      5. insurrection, rebellion, revolution, civil war, usurped
               power or action taken by  governmental  authority  in  hindering,
               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.

                                       20
<PAGE>

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

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

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

        FDIC:  Federal Deposit Insurance Corporation or any successor thereto.
        ----

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

        Final Scheduled  Distribution  Date:  Solely for purposes of the face of
the  Certificates,  as follows:  with  respect to the Class A-I-1  Certificates,
August 25, 2019; with respect to the Class A-I-2 Certificates, January 25, 2024;
with respect to the Class A-I-3 Certificates, November 25, 2028; with respect to
the Class A-I-4  Certificates,  March 25, 2031; with respect to the Class A-I-IO
Certificates,  September  25, 2005;  and with respect to the Class A-I-5,  Class
A-I-6, Class A-II and Class M Certificates,  April 25, 2033. No event of default
under this  Agreement  will arise or become  applicable  solely by reason of the
failure to retire the entire Certificate Principal Balance of any Class of Class
A  Certificates  or  Class M  Certificates  on or  before  its  Final  Scheduled
Distribution Date.

        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.

        Form 10-K Certification:  As defined in Section 4.03(e).

     Formula Rate: With respect to the Class A-I and Class M-I  Certificates,  a
per annum rate equal to:

        (i) with respect to the Class A-I-1 Certificates, LIBOR plus 0.10%;

        (ii) with respect to the Class A-I-2 Certificates, 2.15%;

        (iii) with respect to the Class A-I-3 Certificates, 2.66%;

        (iv) with respect to the Class A-I-4 Certificates, 3.67%;

                                       21
<PAGE>

        (v) with respect to the Class A-I-5  Certificates  and any  Distribution
Date  occurring  prior to the  second  Distribution  Date  following  the  first
possible Optional  Termination Date, 5.01%, and with respect to any Distribution
Date  occurring on or after the second  Distribution  Date  following  the first
possible Optional Termination Date, 5.51%;

        (vi) with respect to the Class A-I-6 Certificates, 3.99%;

        (vii) with respect to the Class M-I-1 Certificates, 4.80%;

        (viii) with respect to the Class M-I-2 Certificates, 5.20%; and

        (ix) with respect to the Class M-I-3 Certificates, 6.10%;

        Fraud Loss:  Any loss on a Mortgage  Loan as to which there was fraud in
the origination of such Mortgage Loan.

        Freddie  Mac:  Freddie  Mac, 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.

        Gross Margin:  As to each Group II Loan, the fixed  percentage set forth
in the related  Mortgage  Note and  indicated  in Exhibit F-2 or Exhibit F-3, as
applicable,  hereto  as the  "NOTE  MARGIN,"  which  percentage  is added to the
related  Index on each  Adjustment  Date to  determine  (subject  to rounding in
accordance  with the  related  Mortgage  Note,  the  Periodic  Cap,  the Maximum
Mortgage  Rate and the Minimum  Mortgage  Rate) the interest rate to be borne by
such Mortgage Loan until the next Adjustment Date.

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

     Group I Certificates:  The Class A-I Certificates,  Class M-I Certificates,
Class SB-I Certificates.

        Group I Cut-off Date Balance:  $850,000,050.20.

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


                                       22
<PAGE>

Group I  Overcollateralization  Reduction  Amount, if any, for that Distribution
Date.

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

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

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

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

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

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

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

        Group I Interest  Distribution  Amount:  For any Distribution  Date, the
amounts payable pursuant to Section 4.02(c)(i), (c)(ii), (c)(iii) and (c)(iv).

        Group I  Loan:  The  Mortgage  Loans  designated  on the  Mortgage  Loan
Schedule  attached  hereto as Exhibit F-1. The Group I Loans relate to the Class
A-I Certificates, Class M-I Certificates and Class SB-I Certificates.

                                       23
<PAGE>

        Group I Net WAC Cap Rate: With respect to any  Distribution  Date, (1) a
per annum rate equal to the weighted  average of the Net Mortgage  Rates (or, if
applicable,  the Modified Net Mortgage Rates) on the Group I Loans using the Net
Mortgage  Rates in effect for the Monthly  Payments due on such  Mortgage  Loans
during the related Due Period,  weighted on the basis of the  respective  Stated
Principal  Balances thereof for such  Distribution  Date (and in the case of the
Class A-I-1  Certificates,  multiplied by a fraction,  the numerator of which is
equal to 30 and the  denominator  of which is equal to the actual number of days
in the related Interest Accrual Period), minus (2) a per annum rate equal to the
Pass-Through  Rate for the Class A-I-IO  Certificates for such Distribution Date
multiplied by a fraction,  the numerator of which is (x) the Notional  Amount of
the Class A-I-IO  Certificates  immediately prior to such Distribution Date, and
the denominator of which is (y) the aggregate  Stated  Principal  Balance of the
Group I Loans as of the beginning of the related Due Period.  The foregoing rate
is equal to the weighted  average of the  Uncertificated  REMIC III Pass-Through
Rates with respect to the REMIC III Regular Interests, such Uncertificated REMIC
III Pass-Through  Rates being first reduced in the case of the REMIC III Regular
Interests  LTB by the rate for such  Distribution  Date for the related REMIC IV
Regular   Interest   LTA-IO,   weighted   in  each  case  by  their   respective
Uncertificated Principal Balances.

        Group I Net WAC Cap  Shortfall:  With respect to each Class of Class A-I
and Class M-I Certificates  and any  Distribution  Date on which the Group I Net
WAC Cap Rate is used to determine the Pass-Through Rate of such Class, an amount
equal  to  the  excess  of (i)  Accrued  Certificate  Interest  for  such  Class
calculated at the related Formula Rate, over (ii) Accrued  Certificate  Interest
for such Class calculated using the Group I Net WAC Cap Rate.

        Group I Net WAC Cap Shortfall Carry-Forward Amount: With respect to each
Class of the Class A-I Certificates  (other than the Class A-I-IO  Certificates)
and the Class M-I  Certificates and each  Distribution  Date, the sum of (a) the
aggregate  amount  of  Group I Net WAC Cap  Shortfall  for  such  Class  on such
Distribution  Date,  plus  (b)  any  Group  I Net WAC  Cap  Shortfall  for  such
Certificates  remaining unpaid from preceding  Distribution  Dates, plus (c) one
month's interest on the amount in clause (b) (based on the number of days in the
preceding  Interest Accrual Period) at a rate equal to the related  Pass-Through
Rate.

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

        Group I  Overcollateralization  Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal  Balances of the
Group I Loans before giving effect to  distributions  of principal to be made on
such Distribution Date over (b) the aggregate  Certificate  Principal Balance of
the Class A-I Certificates and Class M-I Certificates  immediately prior to such
date.

        Group I Overcollateralization  Floor: With respect to the Group I Loans,
an amount  equal to the  product  of (a) 0.50% and (b) the Group I Cut-off  Date
Balance.

        Group I  Overcollateralization  Increase  Amount:  With  respect  to any
Distribution  Date,  the  lesser  of (a) the  Group I Excess  Cash Flow for such
Distribution Date available to make payments  pursuant to Section  4.02(c)(viii)
plus the Group II Excess Cash Flow for such  Distribution Date available to make
payments pursuant to Section 4.02(d)(vii), and (b) the excess of (1) the Group I
Required  Overcollateralization  Amount for such  Distribution Date over (2) the
Group I Overcollateralization  Amount for such Distribution Date; provided, that
until the Distribution  Date in October 2003, the Group I  Overcollateralization
Increase Amount shall be $0.

                                       24
<PAGE>

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

        Group I Pool Stated Principal Balance:  As to any date of determination,
the  aggregate  Stated  Principal  Balances  of the  Group  I  Loans  that  were
Outstanding Mortgage Loans as of such date of determination.

        Group I Principal  Distribution Amount: With respect to any Distribution
Date,  the lesser of (a) the sum of (i) the excess of (x) the Group I  Available
Distribution Amount over (y) the Group I Interest  Distribution Amount, and (ii)
any  Group  II  Excess  Cash  Flow  used  to  pay  principal  on the  Class  A-I
Certificates  or Class M-I  Certificates  pursuant  to clauses  (v) and (vii) of
Section 4.02(d), and (b) the sum of:

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

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

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

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

(v)     commencing  on the  Distribution  Date  in  October  2003,  the  Group I
        Overcollateralization  Increase Amount for such Distribution Date to the
        extent  covered by Group I Excess Cash Flow or Group II Excess Cash Flow
        for such Distribution Date;

               minus

(vi)    (A) the amount of any Group I Overcollateralization Reduction Amount for
        such  Distribution  Date  and  (B)  the  amount  of  any  Capitalization
        Reimbursement Amount relating to the Group I Loans for such Distribution
        Date.

        Group I Principal  Remittance  Amount:  With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group I Principal Distribution Amount for that Distribution Date.

                                       25
<PAGE>

        Group I REMIC Net WAC Rate:  For any  Distribution  Date,  the  weighted
average of the Net Mortgage Rates (or, if applicable,  the Modified Net Mortgage
Rate)  for the  Group I Loans  using the Net  Mortgage  Rates in effect  for the
Monthly  Payments  due on such  Mortgage  Loans  during the  related Due Period,
weighted on the basis of the respective  Stated  Principal  Balances thereof for
such Distribution Date.

        Group I  Required  Overcollateralization  Amount:  With  respect  to any
Distribution  Date,  (a) prior to the  distribution  date in October  2003,  the
initial Group I  Overcollateralization  Amount, (b) on or after the Distribution
Date in October 2003 but prior to the Group I Stepdown  Date, an amount equal to
0.75% of the aggregate Stated  Principal  Balance of the Group I Loans as of the
Cut-off  Date,  (c) on or after the Group I  Stepdown  Date  provided  a Group I
Trigger  Event is not in effect,  the greater of (i) the lesser of (A) an amount
equal to 0.75% of the aggregate Stated Principal Balance of the Group I Loans as
of  the  Cut-off  Date  and  (B) an  amount  equal  to  1.50%  of the  aggregate
outstanding  Stated Principal  Balance of the Group I Loans and (ii) the related
Overcollateralization  Floor and (d) on or after the Group I Stepdown  Date if a
Group I Trigger  Event is in  effect,  an amount  equal to the Group I  Required
Overcollateralization  Amount from the immediately preceding  Distribution Date.
The Group I  Required  Overcollateralization  Amount  may be  reduced so long as
written  confirmation  is obtained from each Rating  Agency that such  reduction
shall not reduce the rating assigned to the Class A-I Certificates and Class M-I
Certificates by such Rating Agency below the lower of the then-current rating or
the rating  assigned to such  Certificates as of the Closing Date by such Rating
Agency.

        Group I Senior  Enhancement  Percentage:  For any Distribution Date, the
fraction,  expressed as a  percentage,  the numerator of which is the sum of (i)
the aggregate  Certificate Principal Balance of the Class M-I-1, Class M-I-2 and
Class M-I-3 Certificates and (ii) the Group I  Overcollateralization  Amount, in
each case prior to the distribution of the Group I Principal Distribution Amount
on such  Distribution  Date and the  denominator  of which is the Group I Stated
Principal  Balance  after  giving  effect  to  distributions  to be made on that
Distribution Date.

        Group I Special Hazard Amount:  As of any  Distribution  Date, an amount
equal to $8,500,001  minus the sum of (i) the aggregate amount of Special Hazard
Losses  allocated to the Group I Loans through  Subordination in accordance with
Section 4.05 and (ii) the Group I Adjustment  Amount (as defined  below) as most
recently  calculated.  For each  anniversary  of the Cut-off Date,  the "Group I
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 Group I Adjustment Amount for such anniversary) exceeds the
greater of (A) the greatest of (i) twice the  outstanding  principal  balance of
the Group I Loan  that has the  largest  outstanding  principal  balance  on the
Distribution Date immediately  preceding such  anniversary,  (ii) the product of
1.00%  multiplied by the outstanding  principal  balance of all Group I Loans on
the  Distribution  Date  immediately  preceding such  anniversary  and (iii) the
aggregate  outstanding  principal  balance  (as  of  the  immediately  preceding
Distribution Date) of the Group I Loans in any single five-digit  California zip
code  area  with the  largest  amount  of Group I Loans by  aggregate  principal
balance as of such  anniversary  and (B) the  greater of (i) the  product of the
Group I Special Hazard Percentage for such anniversary  multiplied by the Stated
Principal  Balance of all the Group I Loans on the Distribution Date immediately
preceding such  anniversary and (ii) twice the Stated  Principal  Balance of the
Group I Loan which has the largest Stated Principal  Balance on the Distribution
Date immediately  preceding such anniversary.  The Group I Special Hazard Amount
may be further reduced by the Master Servicer (including accelerating the manner
in which  coverage is reduced)  provided that prior to any such  reduction,  the
Master  Servicer  shall obtain  confirmation  from each Rating  Agency that such
reduction shall not reduce the rating assigned to the Class A-I Certificates and
Class M-I Certificates by such Rating Agency below the lower of the then-current
rating or the rating  assigned to such  Certificates  as of the Closing  Date by
such Rating Agency.

                                       26
<PAGE>

        Group I Special Hazard Percentage: As of each anniversary of the Cut-off
Date,  the  greater  of (i) 1.0% and (ii) the  largest  percentage  obtained  by
dividing the aggregate  Stated  Principal  Balance (as of immediately  preceding
Distribution Date) of the Group I Loans secured by Mortgaged  Properties located
in a single,  five-digit  zip code area in the State of California by the Stated
Principal  Balance  of all the  Group I Loans  as of the  immediately  preceding
Distribution Date.

        Group I Stepdown Date: That Distribution Date which is earliest to occur
of (a) the  Distribution  Date on  which  the  aggregate  Certificate  Principal
balance of the Class A-I Certificates has been reduced to zero and (b) the later
to  occur  of (i) the  Distribution  Date in  April  2006  and  (ii)  the  first
Distribution Date on which the Group I Senior Enhancement Percentage is equal to
or greater than 22.50%.

        Group I Trigger Event: A Group I Trigger Event is in effect with respect
to any Distribution Date on or after the Stepdown Date if either (a) the product
of 1.2 and the Sixty-Plus  Delinquency Percentage for the Group I Loans and that
Distribution Date, equals or exceeds the Group I Senior  Enhancement  Percentage
for that Distribution Date or (b) the aggregate amount of Realized Losses on the
Group I Loans as a percentage  of the Group I Cut-off  Date Balance  exceeds the
following amounts:

        (i)    from April 2006 to and including March 2007:  1.60%

        (ii)   from April 2007 to and including March 2008:  2.60%

        (iii) from April 2008 to and including March 2009: 3.30%

        (iv) April 2009 and thereafter: 4.25%.

        Group II-A Loan:  The Mortgage  Loans  designated as Group II-A Loans on
the Mortgage Loan Schedule attached hereto as Exhibit F-2.

        Group II Available  Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount  relating to the Group II Loans on
deposit in the Custodial  Account as of the close of business on the immediately
preceding  Determination  Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group II Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate  Account Deposit Date with respect to the Group II Loans,  (iii) any
amount deposited in the Certificate  Account on the related  Certificate Account
Deposit Date pursuant to the second  paragraph of Section  3.12(a) in respect of
the Group II Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial  Account  pursuant to Section  3.16(e) in respect of
the Group II Loans  and (v) any  amount  deposited  in the  Certificate  Account
pursuant to Section 4.07, 4.08 or 9.01 in respect of the Group II Loans, reduced
by  (b)  the  sum as of the  close  of  business  on the  immediately  preceding
Determination  Date of (i) the Mortgage  Insurance Premium payable in respect of
the Group II Loans to the MI Policy  Provider,  (ii) any payments or collections
consisting of prepayment charges on the Group II Loans that were received during
the related  Prepayment  Period,  (iii) the Amount Held for Future  Distribution
with respect to the Group II Loans,  and (iv) amounts  permitted to be withdrawn
by the Master  Servicer  from the  Custodial  Account in respect of the Group II
Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).

        Group II Basis Risk Shortfall:  With respect to each Class of Class A-II
and Class M-II  Certificates and any Distribution Date on which the Group II Net
Cap WAC Rate is used to determine the Pass-Through Rate of such Class, an amount
equal to the sum of (a) the excess of (i) Accrued Certificate  Interest for such
Class  calculated  at a rate  equal to LIBOR  plus the  related  Margin for such
Distribution  Date;  provided  that  this rate is no  greater  than the Group II
Weighted  Average  Maximum Net  Mortgage  Rate,  over (ii)  Accrued  Certificate


                                       27
<PAGE>

Interest for such Class  calculated using the Group II Net WAC Cap Rate, and (b)
any  reduction  in the  Accrued  Certificate  Interest  of such Class due to the
failure  of the Hedge  Counterparty  to make any  required  Hedge  Payment  with
respect to such Distribution Date.

        Group II Basis Risk Shortfall Carry-Forward Amount: With respect to each
Class of the Class A-II and Class M-II Certificates and each Distribution  Date,
the sum of (a) the  aggregate  amount of Group II Basis Risk  Shortfall for such
Class on such Distribution  Date, plus (b) any Group II Basis Risk Shortfall for
such Certificates  remaining unpaid from preceding  Distribution Dates, plus (c)
one month's interest on the amount in clause (b) (based on the number of days in
the  preceding  Interest  Accrual  Period)  at a rate equal to the lesser of (i)
LIBOR plus the related Margin for such  Distribution  Date and (ii) the Group II
Weighted Average Maximum Net Mortgage Rate.

        Group II-B Loan:  The Mortgage  Loans  designated as Group II-B Loans on
the Mortgage Loan Schedule attached hereto as Exhibit F-3.

        Group  II  Certificates:   The  Class  A-II  Certificates,   Class  M-II
Certificates and Class SB-II Certificates.

        Group II Cut-off Date Balance:  $1,250,001,432.14.

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

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

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

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

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

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

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


                                       28
<PAGE>

allocated through Subordination,  in accordance with Section 4.05 since the most
recent anniversary of the Cut-off Date up to such date of determination, and (Z)
on and after the second  anniversary of the Cut-off Date, an amount equal to (1)
the  lesser  of (a) the  Group  II  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 Group II Loans as of the most recent anniversary
of the Cut-off Date minus (2) the Fraud  Losses on the Group II Loans  allocated
through  Subordination,  in  accordance  with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination.

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

        Group II Interest  Remittance Amount: For any Distribution Date and each
Class of  Class  A-II and  Class  M-II  Certificates,  the  Accrued  Certificate
Interest  for such Class  reduced by the  portion  thereof  attributable  to the
excess, if any, of the related Pass-Through Rate over the related Group II REMIC
Net WAC Rate.

        Group II Loans:  The Mortgage  Loans  designated  on the  Mortgage  Loan
Schedule  attached  hereto as Exhibit F-2 and  Exhibit  F-3,  consisting  of two
sub-groups of mortgage  loans  referred to as the Group II-A Loans and the Group
II-B Loans. The Group II Loans relate to the Class A-II Certificates, Class M-II
Certificates and Class SB-II Certificates.

        Group II Net WAC Cap Rate:  With respect to any  Distribution  Date, the
sum of (a) the product of (i) a per annum rate equal to the weighted  average of
the Net Mortgage Rates (or, if applicable,  the Modified Net Mortgage  Rates) on
the  Group II Loans  using the Net  Mortgage  Rates in  effect  for the  Monthly
Payments due on such Mortgage  Loans during the related Due Period,  weighted on
the  basis  of  the  respective  Stated  Principal  Balances  thereof  for  such
Distribution  Date and (ii) a fraction  equal to 30 divided by the actual number
of days in the related Interest  Accrual Period,  and (b) a per annum rate equal
to (i) the amount, if any,  required to be paid under the Hedge Agreement,  with
respect to such Distribution Date divided by (ii) the aggregate Stated Principal
Balances of the Group II Loans multiplied by a fraction,  the numerator of which
is 30, and the  denominator of which is the actual number of days in the related
Interest Accrual Period;  provided,  however, that the Group II Net WAC Cap Rate
shall never be greater than the Group II Weighted  Average  Maximum Net Mortgage
Rate for the related Distribution Date.

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

        Group II Overcollateralization  Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal  Balances of the
Group II Loans before giving effect to  distributions of principal to be made on
such Distribution Date over (b) the aggregate  Certificate  Principal Balance of
the Class A-II  Certificates and Class M-II  Certificates  immediately  prior to
such date.

        Group II  Overcollateralization  Floor:  With  respect  to the  Group II
Loans,  an amount equal to the product of (a) 0.50% and (b) the Group II Cut-off
Date Balance.

                                       29
<PAGE>

        Group II  Overcollateralization  Increase  Amount:  With  respect to any
Distribution  Date,  the  lesser of (a) the  Group II Excess  Cash Flow for such
Distribution  Date  available to make payments  pursuant to Section  4.02(d)(vi)
plus the Group I Excess Cash Flow for such  Distribution  Date available to make
payments pursuant to Section 4.02(c)(ix), and (b) the excess of (1) the Group II
Required  Overcollateralization  Amount for such  Distribution Date over (2) the
Group II Overcollateralization Amount for such Distribution Date; provided, that
until the Distribution Date in October 2003, the Group II  Overcollateralization
Increase Amount shall be $0.

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

        Group II Pool Stated Principal Balance: As to any date of determination,
the  aggregate  Stated  Principal  Balances  of the  Group  II Loans  that  were
Outstanding Mortgage Loans as of such date of determination.

        Group II Principal  Allocation Amount:  With respect to any Distribution
Date and the Group II Loans,  the sum of (a) the Group II  Principal  Remittance
Amount  for that  Distribution  Date and (b) the  aggregate  amount of  Realized
Losses on the Group II Loans during the immediately preceding Due Period.

        Group II Principal Distribution Amount: With respect to any Distribution
Date,  the  lesser of (a) the sum of (i) the  excess  of (x) Group II  Available
Distribution  Amount over (y) the Group II Interest  Remittance Amount, and (ii)
any  Group  I  Excess  Cash  Flow  used  to  pay  principal  on the  Class  A-II
Certificates and Class M-II  Certificates  pursuant to clauses (vii) and (ix) of
Section 4.02(c), and (b) the sum of:

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

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

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

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

                                       30
<PAGE>

(v)     commencing  with the  Distribution  Date in October  2003,  the Group II
        Overcollateralization  Increase Amount for such Distribution Date to the
        extent  covered by Group II Excess Cash Flow or Group I Excess Cash Flow
        for such Distribution Date;

               minus

(vi)    (A) the amount of any Group II  Overcollateralization  Reduction  Amount
        for such  Distribution  Date and (B) the  amount  of any  Capitalization
        Reimbursement   Amount   relating   to  the  Group  II  Loans  for  such
        Distribution Date.

        Group II Principal  Remittance Amount:  With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group II Principal Distribution Amount for that Distribution Date.

        Group II REMIC Net WAC Rate: For any Distribution Date, a per annum rate
equal to the weighted average of the Net Mortgage Rates (or, if applicable,  the
Modified Net Mortgage  Rates) on the Group II Loans using the Net Mortgage Rates
in effect for the Monthly Payments due on such Mortgage Loans during the related
Due Period,  weighted on the basis of the respective  Stated Principal  Balances
thereof for such  Distribution  Date and (ii) a fraction  equal to 30 divided by
the actual number of days in the related Interest Accrual Period.

        Group II  Required  Overcollateralization  Amount:  With  respect to any
Distribution  Date,  (a) prior to the  distribution  date in October  2003,  the
initial  Group  II  Overcollateralization  Amount,  and  (b)  on  or  after  the
Distribution   Date  in  October   2003,   an  amount  equal  to  the  Group  II
Overcollateralization Floor. The Group II Required  Overcollateralization Amount
may be reduced so long as written  confirmation  is  obtained  from each  Rating
Agency  that such  reduction  shall not reduce the rating  assigned to the Class
A-II  Certificates  and Class M-II  Certificates by such Rating Agency below the
lower of the then-current  rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency.

        Group II Senior Enhancement  Percentage:  For any Distribution Date, the
fraction,  expressed as a  percentage,  the numerator of which is the sum of (i)
the aggregate  Certificate  Principal Balance of the Class M-II-1,  Class M-II-2
and  Class  M-II-3  Certificates  and  (ii) the  Group II  Overcollateralization
Amount,  in each  case  prior to the  distribution  of the  Group  II  Principal
Distribution  Amount on such  Distribution  Date and the denominator of which is
the Group II Stated Principal Balance after giving effect to distributions to be
made on that Distribution Date.

        Group II Special Hazard Amount:  As of any Distribution  Date, an amount
equal to $12,500,014 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group II Loans through  Subordination in accordance with
Section 4.05 and (ii) the Group II Adjustment  Amount (as defined below) as most
recently  calculated.  For each  anniversary  of the Cut-off Date, the "Group II
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 Group II Adjustment  Amount for such  anniversary)  exceeds
the greater of (A) the greatest of (i) twice the outstanding  principal  balance
of the Group II Loan that has the largest  outstanding  principal balance on the
Distribution Date immediately  preceding such  anniversary,  (ii) the product of
1.00% multiplied by the outstanding  principal  balance of all Group II Loans on
the  Distribution  Date  immediately  preceding such  anniversary  and (iii) the
aggregate  outstanding  principal  balance  (as  of  the  immediately  preceding
Distribution Date) of the Group II Loans in any single five-digit California zip
code  area  with the  largest  amount  of Group I Loans by  aggregate  principal
balance as of such  anniversary  and (B) the  greater of (i) the  product of the
Group II Special Hazard Percentage for such anniversary multiplied by the Stated


                                       31
<PAGE>

Principal Balance of all the Group II Loans on the Distribution Date immediately
preceding such  anniversary and (ii) twice the Stated  Principal  Balance of the
Group  II Loan  which  has the  largest  outstanding  principal  balance  on the
Distribution Date immediately  preceding such anniversary.  The Group II Special
Hazard  Amount  may  be  further  reduced  by  the  Master  Servicer  (including
accelerating the manner in which coverage is reduced) provided that prior to any
such reduction,  the Master Servicer shall obtain written confirmation from each
Rating Agency that such  reduction  shall not reduce the rating  assigned to the
Class A-II  Certificates and Class M-II Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency.

        Group  II  Special  Hazard  Percentage:  As of each  anniversary  of the
Cut-off Date, the greater of (i) 1.0% and (ii) the largest  percentage  obtained
by dividing the aggregate Stated Principal Balance (as of immediately  preceding
Distribution Date) of the Group II Loans secured by Mortgaged Properties located
in a single,  five-digit  zip code area in the State of California by the Stated
Principal  Balance  of all the  Group II Loans as of the  immediately  preceding
Distribution Date.

        Group II Stepdown Date: That  Distribution Date which is the earliest to
occur (a) the  Distribution  Date on which the aggregate  Certificate  Principal
balance  of the Class  A-II  Certificates  has been  reduced to zero and (b) the
later to occur of (i) the  Distribution  Date in April  2006 and (ii) the  first
Distribution Date on which the Group II Senior  Enhancement  Percentage is equal
to or greater than 17.00%.

        Group II  Trigger  Event:  A Group II  Trigger  Event is in effect  with
respect to any Distribution Date on or after the Stepdown Date if either (a) the
product of 1.1 and the Sixty-Plus  Delinquency Percentage for the Group II Loans
that  Distribution  Date,  equals or  exceeds  the  Group II Senior  Enhancement
Percentage for that  Distribution  Date or (b) the aggregate  amount of Realized
Losses  on the  Group II Loans as a  percentage  of the  Group II  Cut-off  Date
Balance exceeds the following amounts:

        (i)    from April 2006 to and including March 2007:  1.50%

        (ii)   from April 2007 to and including March 2008:  2.35%

        (iii) from April 2008 to and including March 2009: 3.00%

        (iv) April 2009 and thereafter: 3.50%.

        Group II Weighted  Average Maximum Net Mortgage Rate: The product of (a)
the weighted  average of the Maximum Net  Mortgage  Rates on the Group II Loans,
weighted  on the  basis  of the  Stated  Principal  Balances  thereof  as of the
beginning of the related Due Period and (b) a fraction,  the  numerator of which
is 30, and the  denominator of which is the actual number of days in the related
Interest Accrual Period.

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

        Hedge Agreement: The confirmation, dated as of the Closing Date, between
the  Trustee  and  the  Hedge  Counterparty,  or  any  replacement,  substitute,
collateral or other arrangement in lieu thereof.

                                       32
<PAGE>

     Hedge Counterparty:  Bank of America,  N.A., and its successors and assigns
or any party to any replacement,  substitute, collateral or other arrangement in
lieu thereof.

     Hedge Payment:  For any Distribution  Date, the payment,  if any, due under
the Hedge Agreement in respect of such Distribution Date.

        Hedge Shortfall Amount:  For any Distribution  Date, the amount, if any,
by which the payment on the Class A-II  Certificates and Class M-II Certificates
pursuant  to  Section  4.02(d)(ii)  is paid  from  the  Hedge  Payment  for such
Distribution Date pursuant to the provisions  thereof or would have been so paid
but for the failure of the Hedge  Counterparty to make a payment  required under
the Hedge Agreement.

        Hedge Shortfall  Carry-Forward  Amount:  For any Distribution  Date, the
aggregate Hedge Shortfall Amounts for prior  Distribution Date to the extent not
reimbursed to the Class SB Certificate pursuant to Section 4.02(d)(xv).

        HUD:  The United States Department of Housing and Urban Development.
        ---

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

        Index:  With respect to any Group II Loan and as to any Adjustment  Date
therefor, the related index as stated in the related Mortgage Note.

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

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

        Interest  Accrual  Period:  With  respect to the Class A-I  Certificates
(other than the Class A-I-1 Certificates) and the Class M-I Certificates and any
Distribution  Date,  the prior calendar  month.  With respect to the Class A-I-1
Certificates,  Class A-II Certificates, the Class M-II Certificates and Class SB
Certificates (i) with respect to the Distribution Date in April 2003, the period
commencing  the Closing Date and ending on the day  preceding  the  Distribution
Date in April 2003,  and (ii) with  respect to any  Distribution  Date after the
Distribution  Date in April 2003, the period commencing on the Distribution Date
in the month  immediately  preceding the month in which such  Distribution  Date
occurs and ending on the day preceding such Distribution Date.

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

                                       33
<PAGE>

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

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

        LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London  interbank  offered rate quotations for one-month U.S.  Dollar  deposits,
expressed on a per annum basis, determined in accordance with Section 1.02.

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

        LIBOR  Certificates:   The  Class  A-I-1,  Class  A-II  and  Class  M-II
Certificates.

        LIBOR Rate Adjustment Date: With respect to each Distribution  Date, the
second LIBOR Business Day immediately  preceding the commencement of the related
Interest Accrual Period.

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

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

        Loan Group:  Loan Group I or Loan Group II, as applicable.

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

        Loan  Group II: The  Mortgage  Loans  designated  on the  Mortgage  Loan
Schedule  attached  hereto as Exhibit F-2 and  Exhibit  F-3,  consisting  of two
sub-groups of mortgage loans referred to as Loan Group II-A and Loan Group II-B.

        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.

        Margin:  The Class  A-II-A  Margin,  Class A-II-B  Margin,  Class M-II-1
Margin, Class M-II-2 Margin or Class M-II-3 Margin, as applicable.

        Marker  Rate:  With  respect  to the  Class  SB-I  Certificates  and any
Distribution  Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated  REMIC IV Pass-Through Rates for REMIC IV Regular Interest
LT2 and  REMIC  IV  Regular  Interest  LT3.  With  respect  to the  Class  SB-II
Certificates and any Distribution  Date, a per annum rate equal to two (2) times
the weighted average of the Uncertificated REMIC IV Pass-Through Rates for REMIC
IV Regular Interest LT6 and REMIC IV Regular Interest LT7.

        Maturity  Date:  With respect to each Class of  Certificates  of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II,
REMIC III, REMIC IV and REMIC V the latest  possible  maturity date,  solely for


                                       34
<PAGE>

purposes of Section  1.860G-1(a)(4)(iii)  of the Treasury Regulations,  by which
the   Certificate   Principal   Balance  of  each  such  Class  of  Certificates
representing  a regular  interest in the related  Trust Fund would be reduced to
zero,  which is, for each such  regular  interest  (other than the Class  A-I-IO
Certificates),  April 25, 2033, which is the Distribution  Date occurring in the
month following the last scheduled  monthly payment of the Group I Loans and the
Group II Loans,  and for the Class A-I-IO  Certificates  is September  25, 2005,
which is the 30th Distribution Date.

        Maximum  Mortgage  Rate:  As to any Group II Loan,  the per  annum  rate
indicated  in Exhibit  F-2 or Exhibit  F-3, as  applicable,  hereto as the "NOTE
CEILING," which rate is the maximum interest rate that may be applicable to such
Group II Loan at any time during the life of such Mortgage Loan.

        Maximum  Net  Mortgage  Rate:  As to any  Group  II Loan and any date of
determination, the Maximum Mortgage Rate minus the Expense Fee Rate.

     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.

        Minimum  Mortgage  Rate: As to any Group II Loan, a per annum rate equal
to the greater of (i) the Note Margin and (ii) the rate indicated in Exhibit F-2
or Exhibit F-3, as  applicable,  hereto as the "NOTE  FLOOR,"  which rate may be
applicable  to such  Group II Loan at any time  during the life of such Group II
Loan.

        MI Policy:  The bulk primary mortgage  insurance policy issued by the MI
Policy Provider on the Cut-off Date.

        MI Policy Provider: Mortgage Guaranty Insurance Corporation, a Wisconsin
corporation, or any successor thereto.

        MI  Policy  Provider  Default:  An event  of  default  by the MI  Policy
Provider under Section 2.8(b) of the Endorsement to the Mortgage Guaranty Master
Policy (which is part of the MI Policy) or other event which would result in the
cancellation  of coverage for all of the  Mortgage  Loans then covered by the MI
Policy.

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

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

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

                                       35
<PAGE>

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

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

        Mortgage:  With respect to each Mortgage  Note,  the  mortgage,  deed of
trust or other  comparable  instrument  creating  a first or  junior  lien on an
estate in fee simple or leasehold  interest in real property securing a Mortgage
Note.

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

     Mortgage  Insurance  Co-Trustee:   J.P.  Morgan  Trust  Company,   National
Association, or any successor thereto.

     Mortgage  Insurance  Premium:  As to either Loan Group and any Distribution
Date,  the  aggregate  amount  payable  to the MI Policy  Provider  under the MI
Policy.

        Mortgage Insurance Premium Rate: As to each Mortgage Loan covered by the
MI Policy,  the per annum rate  applicable to such Mortgage Loan as set forth in
the MI Policy and as may be adjusted from time to time.

        Mortgage Insurance Premium Taxes Reserve Fund: An "outside reserve fund"
within the meaning of Treasury regulation Section  1.860G-2(h),  which is not an
asset of any REMIC, and which is established and maintained  pursuant to Section
4.11.  Ownership of the Mortgage  Insurance  Premium Taxes Reserve Fund shall be
held by Residential Funding.

        Mortgage  Insurance Premium Taxes Reserve Fund Deposit:  With respect to
the Mortgage  Insurance  Premium Taxes Reserve Fund, an amount equal to $40,500,
which the Trustee  shall  deposit  into the Trust Fund  pursuant to Section 4.11
hereof.  Also,  the  Depositor  may make  additional  deposits into the Mortgage
Insurance  Premium  Taxes  Reserve Fund after the Closing  Date,  which shall be
included in the Mortgage  Insurance  Premium  Taxes Reserve Fund Deposit and any
such deposit shall be treated as an advance on behalf of the Trust  reimbursable
to the Depositor pursuant to Section 4.02(c)(xvi) and Section 4.02(d)(xiv).

        Mortgage  Insurance Premium Taxes Reserve Fund Residual Right: The right
to  distributions  from the Mortgage  Insurance  Premium  Taxes  Reserve Fund as
described in Section 4.11 hereof.  Residential  Funding as owner of the Mortgage
Insurance  Premium  Taxes  Reserve Fund also shall be the holder of the Mortgage
Insurance Premium Taxes Reserve Fund Residual Right.

                                       36
<PAGE>

        Mortgage Loan Schedule:  The lists of the Mortgage Loans attached hereto
as Exhibit  F-1,  Exhibit F-2 and  Exhibit F-3 (as amended  from time to time to
reflect the addition of Qualified  Substitute Mortgage Loans), which lists shall
set forth at a minimum the following information as to each Mortgage Loan:

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

(ii)    [reserved];

(iii)   the maturity of the Mortgage Note ("MATURITY DATE," or "MATURITY DT");

(iv)    the Mortgage Rate at origination ("ORIG RATE");

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

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

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

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

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

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

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

(xii)   for the Group II Loans, the Maximum Mortgage Rate ("NOTE CEILING");

(xiii)  for the Group II Loans, the maximum Net Mortgage Rate ("NET CEILING");

(xiv)   for the Group II Loans, the Note Margin ("NOTE MARGIN");

(xv)    for the Group II Loans, the first Adjustment Date after the Cut-off Date
        ("NXT INT CHG DT");

(xvi)   for the Group II Loans,  the Periodic Cap ("PERIODIC  DECR" or "PERIODIC
        INCR");

(xvii)  whether the Mortgage Loan is covered by the MI Policy  ("CODE 34"),  the
        absence of such code  representing that the Mortgage Loan is not covered
        by the MI Policy; and

(xviii) for the  Group II  Loans,  the  rounding  of the  semi-annual  or annual
        adjustment to the Mortgage Rate ("NOTE METHOD").

                                       37
<PAGE>

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

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

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

        Mortgage  Rate: As to any Mortgage  Loan, the interest rate borne by the
related  Mortgage  Note,  or any  modification  thereto  other than a  Servicing
Modification.  The  Mortgage  Rate on the  Group II Loans  will  adjust  on each
Adjustment Date to equal the sum (rounded to the nearest  multiple of one-eighth
of one percent  (0.125%) or up to the nearest  one-eighth of one percent,  which
are  indicated  by a "U" on Exhibit F-2 or Exhibit F-3, as  applicable,  hereto,
except in the case of the Group II Loans  indicated  by an "X" on Exhibit F-2 or
Exhibit F-3, as  applicable,  hereto under the heading  "NOTE  METHOD"),  of the
related  Index plus the Note  Margin,  in each case  subject  to the  applicable
Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.

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

        Mortgagor:  The obligor on a Mortgage Note.

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

        Non-United States Person:  Any Person other than a United States Person.

        Nonrecoverable  Advance:  Any Advance  previously made or proposed to be
made by the Master  Servicer or Subservicer in respect of a Mortgage Loan (other
than a Deleted  Mortgage  Loan) which,  in the good faith judgment of the Master
Servicer,  will not,  or,  in the case of a  proposed  Advance,  would  not,  be
ultimately  recoverable  by the Master  Servicer from related Late  Collections,
Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any
Mortgagor  is not  obligated  under the  related  Mortgage  documents  to pay or
reimburse  any  portion of any  Servicing  Advances  that are  outstanding  with
respect  to the  related  Mortgage  Loan as a result of a  modification  of such
Mortgage Loan by the Master  Servicer,  which forgives  amounts which the Master
Servicer  or  Subservicer  had  previously  advanced,  and the  Master  Servicer
determines that no other source of payment or reimbursement for such advances is
available to it, such Servicing  Advances  shall be deemed to be  Nonrecoverable
Advances.  The  determination  by  the  Master  Servicer  that  it  has  made  a
Nonrecoverable  Advance  shall be  evidenced  by a  certificate  of a  Servicing
Officer,  Responsible  Officer or Vice  President  or its  equivalent  or senior
officer of the Master Servicer, delivered to the Depositor, the Trustee, and the
Master Servicer setting forth such determination,  which shall include any other
information  or  reports  obtained  by the  Master  Servicer  such  as  property
operating  statements,  rent rolls,  property inspection reports and engineering
reports,  which may support such determinations.  Notwithstanding the above, the
Trustee shall be entitled to rely upon any  determination by the Master Servicer
that  any  Advance  previously  made is a  Nonrecoverable  Advance  or that  any
proposed Advance, if made, would constitute a Nonrecoverable Advance.

                                       38
<PAGE>

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

        Note Margin: As to each Group II Loan, the fixed percentage set forth in
the  related  Mortgage  Note and  indicated  in Exhibit  F-2 or Exhibit  F-3, as
applicable,  hereto as the "NOTE MARGIN," which percentage is added to the Index
on each Adjustment Date to determine (subject to rounding in accordance with the
related  Mortgage  Note,  the Periodic  Cap, the Maximum  Mortgage  Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such Group II Loan until
the next Adjustment Date.

        Notice:  As defined in Section 4.04.

        Notional  Amount:   With  respect  to  the  Class  A-I-IO   Certificates
immediately  prior  to any  Distribution  Date,  the  lesser  of (i) the  amount
specified  below for the  applicable  Distribution  Date, and (ii) the aggregate
Stated  Principal  Balance  of the  Group I Loans  prior  to  giving  effect  to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced,  and unscheduled  collections of principal received during
the prior calendar month,  which shall be equal to the aggregate  Uncertificated
Notional Amount of REMIC IV Regular Interests LTA-IO.  With respect to the REMIC
V Regular  Interest  SB-I-IO  immediately  prior to any  Distribution  Date, the
aggregate  of the  Uncertificated  Principal  Balances  of the REMIC IV  Regular
Interests LT1, LT2, LT3 and LT4 and with respect to the REMIC V Regular Interest
SB-II-IO  immediately  prior to any  Distribution  Date,  the  aggregate  of the
Uncertificated  Principal  Balances of the REMIC IV Regular  Interests LT5, LT6,
LT7 and LT8.
<TABLE>
<CAPTION>

                          SCHEDULED AMOUNT                                 SCHEDULED AMOUNT
DISTRIBUTION DATE                                    DISTRIBUTION DATE
-----------------                                    -----------------
<S>      <C>              <C>                                  <C>           <C>
   April 2003             $156,000,000                  August 2004          $45,000,000
   May 2003               $144,000,000                  September            $41,000,000
                                                          2004
   June 2003              $133,000,000                  October 2004         $38,000,000
   July 2003              $123,000,000                  November 2004        $35,000,000
   August 2003            $114,000,000                  December 2004        $33,000,000
   September 2003         $106,000,000                  January 2005         $30,000,000
   October 2003            $98,000,000                  February 2005        $28,000,000
   November 2003           $90,000,000                  March 2005           $26,000,000
   December 2003           $84,000,000                  April 2005           $24,000,000
   January 2004            $77,000,000                  May 2005             $22,000,000
   February 2004           $72,000,000                  June 2005            $20,000,000
   March 2004              $66,000,000                  July 2005            $19,000,000
   April 2004              $61,000,000                  August 2005          $17,000,000
   May 2004                $57,000,000                  September            $16,000,000
                                                          2005
   June 2004               $52,000,000                  October 2005
   July 2004               $48,000,000                    and                         $0
                                                          thereafter

</TABLE>

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

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

                                       39
<PAGE>

        Outstanding  Mortgage  Loan:  As to the Due  Date in any Due  Period,  a
Mortgage  Loan  (including  an REO  Property)  that  was  not the  subject  of a
Principal  Prepayment in Full, Cash  Liquidation or REO Disposition and that was
not  purchased,  deleted or  substituted  for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08.

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

        Pass-Through  Rate:  With  respect  to  the  Class  A-I  and  Class  M-I
Certificates (other than the Class A-I-IO  Certificates),  the lesser of (i) the
related Formula Rate and (ii) the Group I Net WAC Cap Rate.

        With  respect to the Class  A-I-IO  Certificates  (i) in the case of any
Distribution  Date up to and  including the September  2005  Distribution  Date,
3.50% per annum, and (ii) in the case of any  Distribution  Date on or after the
October 2005 Distribution  Date, 0% per annum,  which, for each Interest Accrual
Period, is equal to 100% of the interest on REMIC III Regular Interests LTA-IO

        With respect to each Class of Class A-II and Class M-II Certificates and
any Distribution  Date, the lesser of (i) LIBOR plus the related Margin and (ii)
the Group II Net WAC Cap Rate.

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

(xix)   the  Uncertificated  Pass-Through Rate for REMIC IV Regular Interest LT1
        minus  the  Marker  Rate,  applied  to a  notional  amount  equal to the
        Uncertificated Principal Balance of REMIC IV Regular Interest LT1;

(xx)    the  Uncertificated  Pass-Through Rate for REMIC IV Regular Interest LT2
        minus  the  Marker  Rate,  applied  to a  notional  amount  equal to the
        Uncertificated Principal Balance of REMIC IV Regular Interest LT2; and

(xxi)   the Uncertificated  Pass-Through Rate for REMIC IV Regular Interest LT__
        minus twice the Marker Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC IV Regular Interest LT4.

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

(i)     the  Uncertificated  Pass-Through Rate for REMIC IV Regular Interest LT5
        minus  the  Marker  Rate,  applied  to a  notional  amount  equal to the
        Uncertificated Principal Balance of REMIC IV Regular Interest LT5;

                                       40
<PAGE>

(ii)    the  Uncertificated  Pass-Through Rate for REMIC IV Regular Interest LT6
        minus  the  Marker  Rate,  applied  to a  notional  amount  equal to the
        Uncertificated Principal Balance of REMIC IV Regular Interest LT6; and

(iii)   the  Uncertificated  Pass-Through Rate for REMIC IV Regular Interest LT8
        minus twice the Marker Rate,  applied to a notional  amount equal to the
        Uncertificated Principal Balance of REMIC IV Regular Interest LT8.

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

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

        Periodic Cap: With respect to each Group II Loan,  the periodic rate cap
that limits the  increase or the  decrease of the related  Mortgage  Rate on any
Adjustment Date pursuant to the terms of the related Mortgage Note.

        Permitted Investments:  One or more of the following:
        ---------------------

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

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

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

(iv)    commercial  paper and demand notes  (having  original  maturities of not
        more than 365 days) of any  corporation  incorporated  under the laws of
        the United States or any state thereof which on the date of  acquisition


                                       41
<PAGE>

        has been rated by each Rating  Agency in its highest  short-term  rating
        available;  provided that such  commercial  paper and demand notes shall
        have a remaining maturity of not more than 30 days;

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

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

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

        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.

        Prepayment  Assumption:  With respect to the Class A-I  Certificates and
the Class M-I Certificates, the prepayment assumption to be used for determining
the accrual of original issue  discount and premium and market  discount on such
Certificates  for  federal  income  tax  purposes,   which  assumes  a  constant
prepayment  rate of  one-tenth of 23% per annum of the then  outstanding  Stated
Principal  Balance  of the Group I Loans in the first  month of the life of such
Group  I Loans  and an  additional  one-tenth  of 23% per  annum  in each  month
thereafter  until the tenth month,  and beginning in the tenth month and in each
month  thereafter  during the life of the Group I Loans,  a constant  prepayment
rate of 23% per annum each month  ("23%  HEP").  With  respect to the Class A-II
Certificates and the Class M-II Certificates,  a prepayment  assumption of 2% of
the constant  prepayment rate in month one,  increasing by approximately  2.545%
from month 2 until month 12, a constant  prepayment rate of 30% from month 12 to
month 22, a  constant  prepayment  rate of 50% from  month 23 to month 27, and a
constant prepayment rate of 35% thereafter,  used for determining the accrual of
original  issue  discount and premium and market  discount on the Class A-II and
Class M-II Certificates for federal income tax purposes. The constant prepayment
rate assumes that the stated  percentage  of the  outstanding  Stated  Principal
Balance of the Group II Loans is prepaid over the course of a year..

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


                                       42
<PAGE>

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

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

        Primary  Insurance  Policy:  Each  primary  policy of mortgage  guaranty
insurance as indicated by a numeric code on Exhibit F-1, Exhibit F-2 and Exhibit
F-3 with the  exception  of code  "A23,"  "A34" or "A96" under the column "MI CO
CODE."

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

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

        Program  Guide:  The  AlterNet  Seller  Guide as  incorporated  into the
Residential   Funding  Seller  Guide  for  mortgage   collateral   sellers  that
participate in Residential  Funding's AlterNet Mortgage Program, and Residential
Funding's  Servicing  Guide  and  any  other  subservicing   arrangements  which
Residential  Funding has arranged to  accommodate  the servicing of the Mortgage
Loans and in each case all  supplements  and  amendments  thereto  published  by
Residential Funding.

        Purchase  Price:  With  respect to any Mortgage  Loan (or REO  Property)
required to be or  otherwise  purchased  on any date  pursuant to Section  2.02,
2.03, 2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased  pursuant to Sections 2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the
principal portion of any related  unreimbursed  Advances or (b) if such Mortgage
Loan (or REO  Property)  is being  purchased  pursuant  to Section  4.08 of this
Agreement,  the greater of (1) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances of such Mortgage Loan
(or REO  Property)  and (2) the fair market  value  thereof  plus the  principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at
either (a) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case
of a Modified  Mortgage Loan) plus the rate per annum at which the Servicing Fee
and the related Mortgage  Insurance Premium Rate, if any, is calculated,  or (b)
in the case of a purchase made by the Master Servicer,  at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the
related  Mortgage  Insurance  Premium Rate, in each case on the Stated Principal
Balance  thereof to the first day of the month  following  the month of purchase
from the Due Date to which interest was last paid by the Mortgagor.

        Qualified  Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal  place of business and each
state having  jurisdiction  over such insurer in  connection  with the insurance
policy issued by such insurer,  duly  authorized  and licensed in such states to
transact a mortgage guaranty  insurance business in such states and to write the
insurance  provided by the insurance  policy issued by it,  approved as a Fannie


                                       43
<PAGE>

Mae- or Freddie Mac- approved mortgage insurer or having a claims paying ability
rating  of at  least  "AA"  or  equivalent  rating  by a  nationally  recognized
statistical  rating  organization.  Any  replacement  insurer  with respect to a
Mortgage Loan must have at least as high a claims paying  ability  rating as the
insurer it replaces had on the Closing Date.

        Qualified  Substitute  Mortgage  Loan: A Mortgage  Loan  substituted  by
Residential  Funding or the Depositor for a Deleted Mortgage Loan which must, on
the  date  of  such  substitution,  as  confirmed  in an  Officers'  Certificate
delivered to the  Trustee,  (i) have an  outstanding  principal  balance,  after
deduction of the  principal  portion of the monthly  payment due in the month of
substitution  (or in the case of a  substitution  of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding  principal balance,  after
such deduction),  not in excess of the Stated  Principal  Balance of the Deleted
Mortgage  Loan (the  amount of any  shortfall  to be  deposited  by  Residential
Funding,  in the Custodial  Account in the month of  substitution);  (ii) have a
Mortgage  Rate and a Net  Mortgage  Rate no lower  than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively,  of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of  substitution  no higher than that of the Deleted  Mortgage
Loan at the time of substitution;  (iv) have a remaining term to stated maturity
not  greater  than (and not more than one year less  than)  that of the  Deleted
Mortgage  Loan;  (v) comply with each  representation  and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment  Agreement  (other
than the  representations  and  warranties set forth therein with respect to the
number of loans (including the related  percentage) in excess of zero which meet
or do not meet a specified  criteria);  (vi) not be 30 days or more  Delinquent;
(vii) not be subject to the  requirements of HOEPA (as defined in the Assignment
Agreement); (viii) have a policy of title insurance, in the form and amount that
is in material  compliance with the Program Guide,  that was effective as of the
closing of such Mortgage  Loan, is valid and binding,  and remains in full force
and effect,  unless the Mortgage  Property is located in the State of Iowa where
an attorney's  certificate  has been provided as described in the Program Guide;
(ix) not be a Balloon Loan;  (x) have a Mortgage Rate that adjusts with the same
frequency  and based upon the same Index as that of the Deleted  Mortgage  Loan;
(xi) have a Note Margin not less than that of the Deleted  Mortgage Loan;  (xii)
have a Periodic Rate Cap that is equal to that of the Deleted Mortgage Loan; and
(xiii) have a next  Adjustment  Date no later than that of the Deleted  Mortgage
Loan.

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

        Realized  Loss:  With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated  Principal  Balance of the Mortgage  Loan (or
REO Property) as of the date of Cash Liquidation or REO  Disposition,  plus (ii)
interest  (and REO Imputed  Interest,  if any) at the Net Mortgage Rate plus the
applicable  Mortgage  Insurance  Premium  Rate  from  the Due  Date as to  which
interest was last paid or advanced to  Certificateholders  up to the last day of
the month in which the Cash  Liquidation  (or REO  Disposition)  occurred on the
Stated  Principal  Balance of such Mortgage  Loan (or REO Property)  outstanding
during each Due Period that such interest was not paid or advanced,  minus (iii)
the proceeds,  if any,  received during the month in which such Cash Liquidation
(or REO Disposition)  occurred,  to the extent applied as recoveries of interest
at the Net Mortgage Rate plus the applicable Mortgage Insurance Premium 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,
Servicing  Advances  or  other  expenses  as to which  the  Master  Servicer  or
Subservicer  is entitled  to  reimbursement  thereunder  but which have not been
previously  reimbursed.  With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) (1) the amount by which the interest portion of
a Monthly Payment or the principal  balance of such Mortgage Loan was reduced or
(2) the sum of any  other  amounts  owing  under  the  Mortgage  Loan  that were


                                       44
<PAGE>

forgiven and that  constitute  Servicing  Advances that are  reimbursable to the
Master  Servicer or a  Subservicer,  and (b) any such  amount with  respect to a
Monthly  Payment  that  was or would  have  been  due in the  month  immediately
following  the month in which a Principal  Prepayment  or the Purchase  Price of
such Mortgage Loan is received or is deemed to have been received.  With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation, the
difference  between  the  principal  balance of the  Mortgage  Loan  outstanding
immediately  prior to such Deficient  Valuation and the principal balance of the
Mortgage  Loan as  reduced  by the  Deficient  Valuation.  With  respect to each
Mortgage  Loan  which has become the  object of a Debt  Service  Reduction,  the
amount of such Debt  Service  Reduction.  Notwithstanding  the above,  neither a
Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder  so long as the Master  Servicer  has  notified the Trustee in writing
that the Master  Servicer is diligently  pursuing any remedies that may exist in
connection  with the  representations  and warranties made regarding the related
Mortgage  Loan and either (A) the related  Mortgage  Loan is not in default with
regard to payments due  thereunder or (B)  delinquent  payments of principal and
interest under the related Mortgage Loan and the related portion of the Mortgage
Insurance  Premium,  if applicable,  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.

        Realized  Losses  allocated  to  the  Class  SB  Certificates  shall  be
allocated  first to the  REMIC V  Regular  Interest  SB-IO in  reduction  of the
accrued but unpaid interest thereon until such accrued and unpaid interest shall
have been  reduced  to zero and then to the REMIC V  Regular  Interest  SB-PO in
reduction of the Principal Balance thereof.

        Record  Date:  With  respect  to each  Distribution  Date and the  LIBOR
Certificates,  the Business Day immediately  preceding such  Distribution  Date.
With  respect to each  Distribution  Date and the  Certificates  (other than the
LIBOR Certificates), the close of business on the last Business Day of the month
next preceding the month in which the related  Distribution Date occurs,  except
in the case of the first Record Date which shall be the Closing Date.

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

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

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

     Relief Act Shortfalls:  Interest shortfalls on the Mortgage Loans resulting
from the Relief Act or similar legislation or regulations.

        REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.  As used herein,  the term "REMIC" shall mean REMIC I,
REMIC II, REMIC III, REMIC IV or REMIC V.

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

        REMIC I: The segregated pool of assets subject hereto  (exclusive of the
Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are
not assets of any REMIC),  constituting  a portion of the primary  trust created


                                       45
<PAGE>

hereby and to be administered hereunder,  with respect to which a separate REMIC
election  is to be made  (other  than the items in clause  (v) and the  proceeds
thereof),  consisting of: (i) the Group I Loans and the related  Mortgage Files;
(ii) all payments on and  collections  in respect of the Group I Loans due after
the Cut-off Date (other than Monthly  Payments due in March 2003) as shall be on
deposit in the Custodial Account or in the Certificate Account and identified as
belonging to Trust Fund I; (iii) property which secured a Group I Loan and which
has been acquired for the benefit of the  Certificateholders  by  foreclosure or
deed in lieu of  foreclosure;  (iv) the hazard  insurance  policies  and Primary
Insurance Policy and rights under the MI Policy pertaining to the Group I Loans,
if any; and (v) all proceeds of clauses (i) through (iv) above.

        REMIC I Realized Losses: For any Distribution  Date,  Realized Losses on
the Group I Loans for the related Due Period  shall be  allocated to the REMIC I
Regular  Interest in  reduction  of the  principal  balance  thereof  until such
principal balance has been reduced to zero.

        REMIC I Regular Interest:  REMIC I Regular Interest I-LT.
        ------------------------

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

        REMIC II: The segregated pool of assets subject hereto (exclusive of the
Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are
not assets of any REMIC),  constituting  a portion of the primary  trust created
hereby and to be administered hereunder,  with respect to which a separate REMIC
election  is to be made  (other  than the items in clause  (v) and the  proceeds
thereof),  consisting of: (i) the Group II Loans and the related Mortgage Files;
(ii) all payments on and  collections in respect of the Group II Loans due after
the Cut-off Date (other than Monthly  Payments due in March 2003) as shall be on
deposit in the Custodial Account or in the Certificate Account and identified as
belonging to Trust Fund II;  (iii)  property  which  secured a Group II Loan and
which has been acquired for the benefit of the Certificateholders by foreclosure
or deed in lieu of foreclosure;  (iv) the hazard insurance  policies and Primary
Insurance  Policy  and  rights  under the MI Policy  pertaining  to the Group II
Loans, if any; and (v) all proceeds of clauses (i) through (iv) above.

        REMIC II Realized Losses: For any Distribution Date,  Realized Losses on
the Group II Loans for the related Due Period shall be allocated to the REMIC II
Regular  Interest in  reduction  of the  principal  balance  thereof  until such
principal balance has been reduced to zero.

        REMIC II Regular Interest:  REMIC II Regular Interest II-LT.
        -------------------------

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

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

        REMIC III Realized Losses: For any Distribution Date, Realized Losses on
the Group I Loans for the related Due Period shall be allocated as follows:  The
interest  Realized Losses,  if any, shall be allocated pro rata to the REMIC III
Regular  Interests LTB to the extent,  if any, that interest Realized Losses for
such Distribution Date are allocated to the Class A-I-IO Certificates; all other
interest  Realized  Losses shall be allocated to the REMIC III Regular  Interest
LTA to the extent of Accrued Certificate  Interest thereon in reduction thereof.


                                       46
<PAGE>

Any interest  Realized Losses in excess of the amount allocated  pursuant to the
preceding  sentence shall be treated as Realized Losses not  attributable to any
specific  Mortgage  Loan and  allocated  pursuant to the  succeeding  sentences.
Realized  Losses  shall be  allocated  to the REMIC III Regular  Interest LTA in
reduction of the principal balance thereof until such principal balance has been
reduced  to zero and  thereafter  shall be  allocated  to the REMIC III  Regular
Interests  LTB  sequentially,  in their  numerical  order,  in  reduction of the
principal balances thereof.

        REMIC III  Regular  Interests:  REMIC III Regular  Interest  LTA and the
REMIC III Regular Interests LTB.

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

        REMIC III Regular  Interests LTB: REMIC III Regular Interest LTB1, REMIC
III Regular  Interest LTB2,  REMIC III Regular  Interest LTB3, REMIC III Regular
Interest LTB4, REMIC III Regular Interest LTB5, REMIC III Regular Interest LTB6,
REMIC III Regular  Interest LTB7,  REMIC III Regular  Interest  LTB8,  REMIC III
Regular  Interest  LTB9,  REMIC III Regular  Interest  LTB10,  REMIC III Regular
Interest LTB11,  REMIC III Regular  Interest LTB12,  REMIC III Regular  Interest
LTB13, REMIC III Regular Interest LTB14, REMIC III Regular Interest LTB15, REMIC
III Regular Interest LTB16,  REMIC III Regular Interest LTB17, REMIC III Regular
Interest LTB18,  REMIC III Regular  Interest LTB19,  REMIC III Regular  Interest
LTB20, REMIC III Regular Interest LTB21, REMIC III Regular Interest LTB22, REMIC
III Regular Interest LTB23,  REMIC III Regular Interest LTB24, REMIC III Regular
Interest LTB25,  REMIC III Regular  Interest LTB26,  REMIC III Regular  Interest
LTB27,  REMIC III Regular  Interest LTB28,  REMIC III Regular Interest LTB29 and
REMIC III Regular Interest LTB30.

        REMIC III Regular Interest LTB1: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO1.

        REMIC III Regular Interest LTB2: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO2.

        REMIC III Regular Interest LTB3: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO3.

        REMIC III Regular Interest LTB4: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are


                                       47
<PAGE>

described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO4.

        REMIC III Regular Interest LTB5: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO5.

        REMIC III Regular Interest LTB6: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO6.

        REMIC III Regular Interest LTB7: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO7.

        REMIC III Regular Interest LTB8: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO8.

        REMIC III Regular Interest LTB9: A regular interest in REMIC III that is
held as an asset of REMIC III,  that has an initial  principal  balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO9.

        REMIC III Regular  Interest LTB10: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO10.

        REMIC III Regular  Interest LTB11: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO11

        REMIC III Regular  Interest LTB12: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are


                                       48
<PAGE>

described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO12.

        REMIC III Regular  Interest LTB13: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO13.

        REMIC III Regular  Interest LTB14: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO14.

        REMIC III Regular  Interest LTB15: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO15.

        REMIC III Regular  Interest LTB16: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO16.

        REMIC III Regular  Interest LTB17: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO17.

        REMIC III Regular  Interest LTB18: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO18.

        REMIC III Regular  Interest LTB19: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO19.

        REMIC III Regular  Interest LTB20: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO20.

        REMIC III Regular  Interest LTB21: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related


                                       49
<PAGE>

Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO21.

        REMIC III Regular  Interest LTB22: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO22

        REMIC III Regular  Interest LTB23: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO23.

        REMIC III Regular  Interest LTB24: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO24.

        REMIC III Regular  Interest LTB25: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO25.

        REMIC III Regular  Interest LTB26: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO26.

        REMIC III Regular  Interest LTB27: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO27.

        REMIC III Regular  Interest LTB28: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO28.

        REMIC III Regular  Interest LTB29: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO29.

                                       50
<PAGE>

        REMIC III Regular  Interest LTB30: A regular  interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO30.

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

        REMIC IV Principal  Reduction  Amounts:  For any Distribution  Date, the
amounts by which the principal  balances of the REMIC IV Regular  Interests LT1,
LT2,  LT3, LT4,  LT5,  LT6, LT7 and LT8,  respectively,  will be reduced on such
Distribution  Date by the allocation of Realized Losses and the  distribution of
principal, determined as follows:

        For purposes of the succeeding formulas the following symbols shall have
the meanings set forth below:

        Y1 = the  principal  balance of the REMIC IV Regular  Interest LT1 after
distributions on the prior Distribution Date.

        Y2 = the  principal  balance of the REMIC IV Regular  Interest LT2 after
distributions on the prior Distribution Date.

        Y3 = the  principal  balance of the REMIC IV Regular  Interest LT3 after
distributions on the prior Distribution Date.

        Y4 = the  principal  balance of the REMIC IV Regular  Interest LT4 after
distributions on the prior Distribution Date (note: Y3 = Y4).

        Y5 = the  principal  balance of the REMIC IV Regular  Interest LT5 after
distributions on the prior Distribution Date.

        Y6 = the  principal  balance of the REMIC IV Regular  Interest LT6 after
distributions on the prior Distribution Date.

        Y7 = the  principal  balance of the REMIC IV Regular  Interest LT7 after
distributions on the prior Distribution Date.

        Y8 = the  principal  balance of the REMIC IV Regular  Interest LT8 after
distributions on the prior Distribution Date (note: Y7 = Y8).

        AY1 = the REMIC IV Regular Interest LT1 Principal Reduction Amount.

        AY2 = the REMIC IV Regular Interest LT2 Principal Reduction Amount.

        AY3 = the REMIC IV Regular Interest LT3 Principal Reduction Amount.

        AY4 = the REMIC IV Regular Interest LT4 Principal Reduction Amount.

        AY5 = the REMIC IV Regular Interest LT5 Principal Reduction Amount.

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<PAGE>

        AY6 = the REMIC IV Regular Interest LT6 Principal Reduction Amount.

        AY7 = the REMIC IV Regular Interest LT7 Principal Reduction Amount.

        AY8 = the REMIC IV Regular Interest LT8 Principal Reduction Amount.

        P0 = the aggregate  principal  balance of the REMIC IV Regular Interests
LT1, LT2, LT3 and LT4 after  distributions and the allocation of Realized Losses
on the prior Distribution Date.

        P1 = the aggregate  principal  balance of the REMIC IV Regular Interests
LT1, LT2, LT3 and LT4 after  distributions and the allocation of Realized Losses
to be made on such Distribution Date.

        AP = P0 - P1 = the aggregate of the REMIC IV Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.

              =the aggregate of the principal  portions of Realized Losses to be
allocated  to,  and the  principal  distributions  to be made  on,  the  Group I
Certificates on such Distribution  Date (including  distributions of accrued and
unpaid interest on the Class SB-I Certificates for prior Distribution Dates).

        R0 = the Group I REMIC Net WAC Rate  (stated  as a monthly  rate)  after
giving effect to amounts  distributed and Realized Losses allocated on the prior
Distribution Date.

        R1 = the Group I REMIC Net WAC Rate  (stated  as a monthly  rate)  after
giving effect to amounts to be distributed  and Realized  Losses to be allocated
on such Distribution Date.

        a = (Y2 + Y3)/P0.  The initial value of a on the Closing Date for use on
the first Distribution Date shall be 0.0001.

        ?0 = the lesser of (A) the sum of (x) the sum for all Classes of Group I
Certificates  other than the Class SB-I  Certificates  of the  product  for each
Class of (i) the  monthly  interest  rate (as limited by the Group I Net WAC Cap
Rate, if applicable) for such Class  applicable for  distributions to be made on
such Distribution Date and (ii) the aggregate  Certificate Principal Balance for
such Class after  distributions  and the  allocation  of Realized  Losses on the
prior  Distribution  Date,  (y) the  aggregate  Basis  Risk  Shortfall  for such
Distribution  Date and (z) the  aggregate  Basis  Risk  Shortfall  Carry-Forward
Amount for such Distribution Date and (B) R0*P0.

        ?1 = the lesser of (A) the sum of (x) the sum for all Classes of Group I
Certificates  other than the Class SB-I  Certificates  of the  product  for each
Class of (i) the monthly  interest  rate (as limited by the Net WAC Cap Rate, if
applicable) for such Class  applicable for  distributions to be made on the next
succeeding  Distribution  Date  and  (ii) the  aggregate  Certificate  Principal
Balance for such Class after distributions and the allocation of Realized Losses
to be made on such Distribution Date, (y) the aggregate Basis Risk Shortfall for
the next succeeding Distribution Date and (z) the aggregate Basis Risk Shortfall
Carry-Forward Amount for the next succeeding Distribution Date and (B) R1*P1.

        Then, based on the foregoing definitions:

        AY1 =  AP - AY2 - AY3 - AY4;

        AY2 =  (a/2){( ?0R1 - ?1R0)/R0R1};

        AY3 =  aAP - AY2; and

                                       52
<PAGE>

        AY4 =  AY3.

if   both AY2 and AY3, as so determined, are non-negative numbers. Otherwise:

        (1) If AY2, as so determined, is negative, then

        AY2 = 0;

        AY3 = a{?1R0P0 - ?0R1P1}/{?1R0};

        AY4 = AY3; and

        AY1 = AP - AY2 - AY3 - AY4.

        (2) If AY3, as so determined, is negative, then

        AY3 = 0;

        AY2 = a{?1R0P0 - ?0R1P1}/{2R1R0P1 -  ?1R0};

        AY4 = AY3; and

        AY1 = AP - AY2 - AY3 - AY4.

        Q0 = the aggregate  principal  balance of the REMIC IV Regular Interests
LT5, LT6, LT7 and LT8 after  distributions and the allocation of Realized Losses
on the prior Distribution Date.

        Q1 = the aggregate  principal  balance of the REMIC IV Regular Interests
LT5, LT6, LT7 and LT8 after  distributions and the allocation of Realized Losses
to be made on such Distribution Date.

        AQ = Q0 - Q1 = the aggregate of the REMIC IV Regular Interests LT5, LT6,
LT7 and LT8 Principal Reduction Amounts.

              =the aggregate of the principal  portions of Realized Losses to be
allocated  to,  and the  principal  distributions  to be made on,  the  Group II
Certificates on such Distribution  Date (including  distributions of accrued and
unpaid interest on the Class SB-II Certificates for prior Distribution Dates).

        S0 = the Group II REMIC Net WAC Rate  (stated as a monthly  rate)  after
giving effect to amounts  distributed and Realized Losses allocated on the prior
Distribution Date.

        S1 = the Group II REMIC Net WAC Rate  (stated as a monthly  rate)  after
giving effect to amounts to be distributed  and Realized  Losses to be allocated
on such Distribution Date.

        (beta) = (Y6 + Y7)/Q0.  The initial  value of (beta) on the Closing Date
for use on the first Distribution Date shall be 0.0001.

        G0 = the  lesser of (A) the sum of (x) the sum for all  Classes of Group
II Certificates  other than the Class SB-II Certificates of the product for each
Class of (i) the monthly  interest  rate (as limited by the Group II Net WAC Cap
Rate, if applicable) for such Class  applicable for  distributions to be made on
such Distribution Date and (ii) the aggregate  Certificate Principal Balance for


                                       53
<PAGE>

such Class after  distributions  and the  allocation  of Realized  Losses on the
prior  Distribution  Date,  (y) the  aggregate  Basis  Risk  Shortfall  for such
Distribution  Date and (z) the  aggregate  Basis  Risk  Shortfall  Carry-Forward
Amount for such Distribution Date and (B) S0*Q0.

        G1 = the  lesser of (A) the sum of (x) the sum for all  Classes of Group
II Certificates  other than the Class SB-II Certificates of the product for each
Class of (i) the monthly  interest  rate (as limited by the Net WAC Cap Rate, if
applicable) for such Class  applicable for  distributions to be made on the next
succeeding  Distribution  Date  and  (ii) the  aggregate  Certificate  Principal
Balance for such Class after distributions and the allocation of Realized Losses
to be made on such Distribution Date, (y) the aggregate Basis Risk Shortfall for
the next succeeding Distribution Date and (z) the aggregate Basis Risk Shortfall
Carry-Forward Amount for the next succeeding Distribution Date and (B) S1*Q1.

        Then, based on the foregoing definitions:

        AY5 =  AQ - AY6 - AY7 - AY8;

        AY6 =  ((beta)/2){(G0S1 - G1S0)/S0S1};

        AY7 =(beta)AQ - AY6; and

        AY8 =  AY7.

if   both AY6 and AY7, as so determined, are non-negative numbers. Otherwise:

        (1) If AY6, as so determined, is negative, then

        AY6 = 0;

        AY7 = (beta){G1S0Q0 - G0S1Q1}/{G1S0};
        AY8 = AY7; and

        AY5 = AQ - AY6 - AY7 - AY8.

        (2) If AY7, as so determined, is negative, then

        AY7 = 0;

        AY6 = (beta){G1S0Q0 - G0S1Q1}/{2S1S0Q1 -  G1S0};

        AY8 = AY7; and

        AY5 = AQ - AY6 - AY7 - AY8.

        REMIC IV Realized Losses: For any Distribution Date,  Realized Losses on
the Mortgage  Loans for the related Due Period shall be  allocated,  as follows:
The interest  Realized  Losses,  if any,  shall be allocated (x) pro rata to the
REMIC IV Regular  Interests LTA-IO to the extent, if any, that interest Realized
Losses for such Distribution Date are allocated to the Class A-I-IO Certificates
and (y) any remaining  interest  Realized Losses, if any, shall be allocated pro
rata to accrued interest on the REMIC IV Regular  Interests other than the REMIC
IV  Regular  Interests  LTA-IO  to the  extent  of such  accrued  interest.  Any
remaining  interest  Realized Losses and any principal  Realized Losses shall be
treated as  principal  Realized  Losses and  allocated  (i) (A) with  respect to
Realized  Losses on the Group I Loans,  to the REMIC IV  Regular  Interest  LT1,
REMIC IV  Regular  Interest  LT2,  REMIC IV  Regular  Interest  LT3 and REMIC IV
Regular Interest LT4, pro rata according to their respective Principal Reduction


                                       54
<PAGE>

Amounts,  provided that such allocation to each of the REMIC IV Regular Interest
LT1, REMIC IV Regular  Interest LT2, REMIC IV Regular  Interest LT3 and REMIC IV
Regular  Interest  LT4 shall not exceed  their  respective  Principal  Reduction
Amounts for such  Distribution  Date and (B) with respect to Realized  Losses on
the Group II Loans,  to the REMIC IV  Regular  Interest  LT5,  REMIC IV  Regular
Interest LT6, REMIC IV Regular  Interest LT7 and REMIC IV Regular  Interest LT8,
pro rata according to their respective  Principal  Reduction  Amounts,  provided
that such  allocation  to each of the REMIC IV Regular  Interest  LT5,  REMIC IV
Regular  Interest  LT6,  REMIC IV  Regular  Interest  LT7 and  REMIC IV  Regular
Interest LT8 shall not exceed their respective  Principal  Reduction Amounts for
such  Distribution Date and (ii) (A) any Realized Losses not allocated to either
the REMIC IV Regular  Interest  LT2,  REMIC IV Regular  Interest LT3 or REMIC IV
Regular  Interest  LT4  pursuant  to the  proviso of clause  (i) above  shall be
allocated to the REMIC IV Regular  Interest LT1 and (B) any Realized  Losses not
allocated to either the REMIC IV Regular Interest LT6, REMIC IV Regular Interest
LT7 or REMIC IV Regular Interest LT8 pursuant to the proviso of clause (i) above
shall be allocated to the REMIC IV Regular Interest LT5.

        REMIC IV Regular  Interests  LTA-IO:  REMIC IV Regular Interest LTA-IO1,
REMIC IV Regular Interest LTA-IO2,  REMIC IV Regular Interest LTA-IO3,  REMIC IV
Regular Interest LTA-IO4,  REMIC IV Regular Interest  LTA-IO5,  REMIC IV Regular
Interest LTA-IO6,  REMIC IV Regular Interest LTA-IO7,  REMIC IV Regular Interest
LTA-IO8,  REMIC IV Regular Interest LTA-IO9, REMIC IV Regular Interest LTA-IO10,
REMIC IV Regular Interest LTA-IO11, REMIC IV Regular Interest LTA-IO12, REMIC IV
Regular Interest LTA-IO13,  REMIC IV Regular Interest LTA-IO14, REMIC IV Regular
Interest LTA-IO15, REMIC IV Regular Interest LTA-IO16, REMIC IV Regular Interest
LTA-IO17,  REMIC  IV  Regular  Interest  LTA-IO18,  REMIC  IV  Regular  Interest
LTA-IO19,  REMIC  IV  Regular  Interest  LTA-IO20,  REMIC  IV  Regular  Interest
LTA-IO21,  REMIC  IV  Regular  Interest  LTA-IO22,  REMIC  IV  Regular  Interest
LTA-IO23,  REMIC  IV  Regular  Interest  LTA-IO24,  REMIC  IV  Regular  Interest
LTA-IO25,  REMIC  IV  Regular  Interest  LTA-IO26,  REMIC  IV  Regular  Interest
LTA-IO27, REMIC IV Regular Interest LTA-IO28, REMIC IV Regular Interest LTA-IO29
and REMIC IV Regular Interest LTA-IO30.

        REMIC IV Regular Interest LTA-IO1: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.  REMIC IV Regular Interest LTA-IO1 shall be treated as related
to REMIC III Regular Interest LTB1.

        REMIC IV Regular Interest LTA-IO2: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.  REMIC IV Regular Interest LTA-IO2 shall be treated as related
to REMIC III Regular Interest LTB2.

        REMIC IV Regular Interest LTA-IO3: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.  REMIC IV Regular Interest LTA-IO3 shall be treated as related
to REMIC III Regular Interest LTB3.

        REMIC IV Regular Interest LTA-IO4: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are


                                       55
<PAGE>

described herein.  REMIC IV Regular Interest LTA-IO4 shall be treated as related
to REMIC III Regular Interest LTB4.

        REMIC IV Regular Interest LTA-IO5: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.  REMIC IV Regular Interest LTA-IO5 shall be treated as related
to REMIC III Regular Interest LTB5.

        REMIC IV Regular Interest LTA-IO6: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.  REMIC IV Regular Interest LTA-IO6 shall be treated as related
to REMIC III Regular Interest LTB6.

        REMIC IV Regular Interest LTA-IO7: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.  REMIC IV Regular Interest LTA-IO7 shall be treated as related
to REMIC III Regular Interest LTB7.

        REMIC IV Regular Interest LTA-IO8: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.  REMIC IV Regular Interest LTA-IO8 shall be treated as related
to REMIC III Regular Interest LTB8.

        REMIC IV Regular Interest LTA-IO9: A regular interest that is held as an
asset of  REMIC IV that has an  initial  notional  amount  equal to the  related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.  REMIC IV Regular Interest LTA-IO9 shall be treated as related
to REMIC III Regular Interest LTB9.

        REMIC IV Regular Interest  LTA-IO10:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO10 shall be treated as related
to REMIC III Regular Interest LTB10.

        REMIC IV Regular Interest  LTA-IO11:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO11 shall be treated as related
to REMIC III Regular Interest LTB11.

        REMIC IV Regular Interest  LTA-IO12:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO12 shall be treated as related
to REMIC III Regular Interest LTB12.

                                       56
<PAGE>

        REMIC IV Regular Interest  LTA-IO13:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO13 shall be treated as related
to REMIC III Regular Interest LTB13.

        REMIC IV Regular Interest  LTA-IO14:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO14 shall be treated as related
to REMIC III Regular Interest LTB14.

        REMIC IV Regular Interest  LTA-IO15:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO15 shall be treated as related
to REMIC III Regular Interest LTB15.

        REMIC IV Regular Interest  LTA-IO16:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO16 shall be treated as related
to REMIC III Regular Interest LTB16.

        REMIC IV Regular Interest  LTA-IO17:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO17 shall be treated as related
to REMIC III Regular Interest LTB17.

        REMIC IV Regular Interest  LTA-IO18:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO18 shall be treated as related
to REMIC III Regular Interest LTB18.

        REMIC IV Regular Interest  LTA-IO19:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO19 shall be treated as related
to REMIC III Regular Interest LTB19.

        REMIC IV Regular Interest  LTA-IO20:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO20 shall be treated as related
to REMIC III Regular Interest LTB20.

        REMIC IV Regular Interest  LTA-IO21:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are


                                       57
<PAGE>

described herein. REMIC IV Regular Interest LTA-IO21 shall be treated as related
to REMIC III Regular Interest LTB21.

        REMIC IV Regular Interest  LTA-IO22:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO22 shall be treated as related
to REMIC III Regular Interest LTB22.

        REMIC IV Regular Interest  LTA-IO23:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO23 shall be treated as related
to REMIC III Regular Interest LTB23.

        REMIC IV Regular Interest  LTA-IO24:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO24 shall be treated as related
to REMIC III Regular Interest LTB24.

        REMIC IV Regular Interest  LTA-IO25:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO25 shall be treated as related
to REMIC III Regular Interest LTB25.

        REMIC IV Regular Interest  LTA-IO26:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO26 shall be treated as related
to REMIC III Regular Interest LTB26.

        REMIC IV Regular Interest  LTA-IO27:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO27 shall be treated as related
to REMIC III Regular Interest LTB27.

        REMIC IV Regular Interest  LTA-IO28:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO28 shall be treated as related
to REMIC III Regular Interest LTB28.

        REMIC IV Regular Interest  LTA-IO29:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO29 shall be treated as related
to REMIC III Regular Interest LTB29.

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<PAGE>

        REMIC IV Regular Interest  LTA-IO30:  A regular interest that is held as
an asset of REMIC IV that has an initial  notional  amount  equal to the related
Uncertificated   Notional   Amount,   that  bears   interest   at  the   related
Uncertificated  REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO30 shall be treated as related
to REMIC III Regular Interest LTB30.

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

        REMIC V Basis Risk Shortfall:  For any Distribution Date, the amount, if
any,  by  which  (A) the sum for all  Classes  of  Class  A-II  and  Class  M-II
Certificates of the product for each Class of (i) the lesser of (a) the value of
LIBOR applicable for distributions to be made on such Distribution Date plus the
applicable  Margin and (b) the Group II Weighted  Average  Maximum Net  Mortgage
Rate for such  Distribution  Date multiplied by a fraction whose numerator is 30
and whose  denominator  is the  actual  number of days in the  related  Interest
Accrual  Period,  (ii) a fraction  whose  numerator is the number of days in the
Accrual Period related to such  Distribution  Date and whose denominator is 360,
and  (iii)  the  aggregate  Certificate  Principal  Balance  for  such  Class of
Certificates  after  distributions  and the allocation of Realized Losses on the
prior  Distribution  Date  exceeds  (B) the product of (i) the Group II Weighted
Average  Maximum  Net  Mortgage  Rate  stated  as a  monthly  rate) and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans after distributions and
the allocation of Realized Losses on the prior Distribution Date.

        REMIC V Basis Risk Shortfall  Carry-Forward Amount: For any Distribution
Date, the amount, if any, by which (a) the sum of (i) the sum for all Classes of
Class A-II and Class M-II  Certificates  of the  product for each Class of (A) )
the lesser of (1) the value of LIBOR applicable for  distributions to be made on
the prior  Distribution  Date plus the  applicable  Margin  and (2) the Group II
Weighted Average Maximum Net Mortgage Rate for such Distribution Date multiplied
by a fraction whose  numerator is 30 and whose  denominator is the actual number
of days in the related Interest  Accrual Period,  (B) a fraction whose numerator
is the number of days in the Accrual Period  related to such prior  Distribution
Date and whose denominator is 360, and (C) the aggregate  Certificate  Principal
Balance for such Class of Certificates after distributions and the allocation of
Realized Losses on the second preceding  Distribution  Date and (ii) the REMIC V
Basis  Risk  Shortfall  Carry-Forward  Amount  for the prior  Distribution  Date
exceeded (b) the product of (A) the Weighted  Average Net Mortgage Rate for such
prior  Distribution  Date stated as a monthly rate and (B) the aggregate  Stated
Principal  Balance of the Mortgage Loans after taking  account of  distributions
made and Realized Losses Allocated on the second preceding Distribution Date.

        REMIC V Regular  Interest A-II-A: A regular interest in REMIC V which is
has a  principal  balance  equal to the  principal  balance of the Class  A-II-A
Certificates  and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class  A-II-A  Margin and (ii) the Group II Weighted  Average
Maximum Net Mortgage  Rate  multiplied by a fraction  whose  numerator is 30 and
whose  denominator is the actual number of days in the related  Interest Accrual
Period, accruing during each Accrual Period for the Class A-II-A Certificates on
the basis of a year of 360 days and the  actual  number of days in such  Accrual
Period.  Interest  accrued in any  Accrual  Period  and not paid on the  related
Distribution  Date shall  carry  forward to each  succeeding  Distribution  Date
without interest until paid.

        REMIC V Regular  Interest A-II-B: A regular interest in REMIC V which is
has a  principal  balance  equal to the  principal  balance of the Class  A-II-B
Certificates  and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class  A-II-B  Margin and (ii) the Group II Weighted  Average
Maximum Net Mortgage  Rate  multiplied by a fraction  whose  numerator is 30 and


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<PAGE>

whose  denominator is the actual number of days in the related  Interest Accrual
Period, accruing during each Accrual Period for the Class A-II-B Certificates on
the basis of a year of 360 days and the  actual  number of days in such  Accrual
Period.  Interest  accrued in any  Accrual  Period  and not paid on the  related
Distribution  Date shall  carry  forward to each  succeeding  Distribution  Date
without interest until paid.

        REMIC V Regular  Interest M-II-1: A regular interest in REMIC V which is
has a  principal  balance  equal to the  principal  balance of the Class  M-II-1
Certificates  and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class  M-II-1  Margin and (ii) the Group II Weighted  Average
Maximum Net Mortgage  Rate  multiplied by a fraction  whose  numerator is 30 and
whose  denominator is the actual number of days in the related  Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-1 Certificates on
the basis of a year of 360 days and the  actual  number of days in such  Accrual
Period.  Interest  accrued in any  Accrual  Period  and not paid on the  related
Distribution  Date shall  carry  forward to each  succeeding  Distribution  Date
without interest until paid.

        REMIC V Regular  Interest M-II-2: A regular interest in REMIC V which is
has a  principal  balance  equal to the  principal  balance of the Class  M-II-2
Certificates  and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class  M-II-2  Margin and (ii) the Group II Weighted  Average
Maximum Net Mortgage  Rate  multiplied by a fraction  whose  numerator is 30 and
whose  denominator is the actual number of days in the related  Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-2 Certificates on
the basis of a year of 360 days and the  actual  number of days in such  Accrual
Period.  Interest  accrued in any  Accrual  Period  and not paid on the  related
Distribution  Date shall  carry  forward to each  succeeding  Distribution  Date
without interest until paid.

        REMIC V Regular  Interest M-II-3: A regular interest in REMIC V which is
has a  principal  balance  equal to the  principal  balance of the Class  M-II-3
Certificates  and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class  M-II-3  Margin and (ii) the Group II Weighted  Average
Maximum Net Mortgage  Rate  multiplied by a fraction  whose  numerator is 30 and
whose  denominator is the actual number of days in the related  Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-3 Certificates on
the basis of a year of 360 days and the  actual  number of days in such  Accrual
Period.  Interest  accrued in any  Accrual  Period  and not paid on the  related
Distribution  Date shall  carry  forward to each  succeeding  Distribution  Date
without interest until paid.

        REMIC  Provisions:  Provisions of the federal income tax law relating to
real estate mortgage investment conduits,  which appear at Sections 860A through
860G of  Subchapter  M of Chapter 1 of the Code,  and  related  provisions,  and
temporary and final  regulations (or, to the extent not  inconsistent  with such
temporary or final  regulations,  proposed  regulations) and published  rulings,
notices and  announcements  promulgated  thereunder,  as the foregoing may be in
effect from time to time.

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

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

        REO Imputed Interest: As to any REO Property,  for any period, an amount
equivalent  to interest (at a rate equal to the sum of the Net Mortgage Rate and
the  Mortgage  Insurance  Premium  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.

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<PAGE>

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

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

        Reportable  Modified  Mortgage Loan: Any Mortgage Loan that (a) has been
subject to an interest rate reduction,  (b) has been subject to a term extension
or (c) has had amounts owing on such Mortgage  Loan  capitalized  by adding such
amount to the Stated Principal Balance of such Mortgage Loan; provided, however,
that a Mortgage  Loan  modified  in  accordance  with (a) above for a  temporary
period shall not be a Reportable  Modified  Mortgage  Loan if such Mortgage Loan
has not been  delinquent  in payments of  principal  and interest for six months
since the date of such  modification if that interest rate reduction is not made
permanent thereafter.

        Repurchase Event:  As defined in the Assignment Agreement.

        Request  for  Release:  A request  for  release,  the forms of which are
attached as Exhibit G hereto,  or an electronic  request in a form acceptable to
the Custodian.

        Required  Insurance  Policy:  With  respect to any  Mortgage  Loan,  any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.

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

        Responsible Officer:  When used with respect to the Trustee, any officer
of the  Corporate  Trust  Department  of the Trustee,  including any Senior Vice
President,  any Vice  President,  any Assistant  Vice  President,  any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee, in each case, with direct  responsibility for the administration of
this Agreement.

        Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from
time to time.

        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  Depositor,  each  containing  representations  and
warranties in respect of one or more Mortgage Loans.

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

        Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other  unanticipated  event  by the  Master  Servicer  or a  Subservicer  in the
performance  of its servicing  obligations,  including,  but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged Property
or, with respect to a Cooperative Loan, the related Cooperative Apartment,  (ii)
any enforcement or judicial proceedings,  including foreclosures,  including any


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<PAGE>

expenses  incurred  in  relation  to any such  proceedings  that result from the
Mortgage Loan being  registered on the MERS(R) System,  (iii) the management and
liquidation of any REO Property,  (iv) any mitigation procedures  implemented in
accordance  with Section 3.07, and (v)  compliance  with the  obligations  under
Sections 3.01, 3.08, 3.11, 3.12(a) and 3.14,  including,  if the Master Servicer
or any Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.

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

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

        Servicing  Modification:  Any  reduction of the interest  rate on or the
Stated Principal Balance of a Mortgage Loan, any extension of the final maturity
date of a Mortgage Loan, and any increase to the Stated  Principal  Balance of a
Mortgage Loan by adding to the Stated  Principal  Balance  unpaid  principal and
interest and other amounts owing under the Mortgage  Loan, in each case pursuant
to a modification  of a Mortgage Loan that is in default,  or for which,  in the
judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).

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

        Sixty-Plus Delinquency Percentage: With respect to any Distribution Date
and the Group I Loans and the Group II Loans on or after the Stepdown  Date, the
arithmetic  average,  for each of the three  Distribution Dates ending with such
Distribution Date, of the fraction,  expressed as a percentage, equal to (x) the
aggregate  Stated  Principal  Balance of the Group I Loans or Group II Loans, as
applicable,  that are 60 or more days  delinquent  in payment of  principal  and
interest for that Distribution Date,  including Group I Loans or Group II Loans,
as applicable,  in foreclosure and REO, over (y) the aggregate  Stated Principal
Balance  of  all of the  Group  I  Loans  or  Group  II  Loans,  as  applicable,
immediately preceding that Distribution Date.

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

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

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

        Stated Principal  Balance:  With respect to any Mortgage Loan or related
REO Property,  at any given time,  (i) the sum of (a) the Cut-off Date Principal
Balance of the  Mortgage  Loan and (b) any amount by which the Stated  Principal
Balance  of the  Mortgage  Loan  has  been  increased  pursuant  to a  Servicing
Modification,  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 with the Due Period relating to the most recent  Distribution Date


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which were  received or with  respect to which an Advance was made,  and (b) all
Principal  Prepayments  with respect to such Mortgage Loan or REO Property,  and
all Insurance  Proceeds,  Liquidation  Proceeds and REO Proceeds,  to the extent
applied by the Master  Servicer as recoveries  of principal in  accordance  with
Section 3.14 with respect to such Mortgage  Loan or REO  Property,  in each case
which were  distributed  pursuant to Section 4.02 on any  previous  Distribution
Date,  and (c) any Realized  Loss  incurred  with respect to such  Mortgage Loan
allocated  to   Certificateholders   with  respect   thereto  for  any  previous
Distribution Date.

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

     Subordination  Percentage:  With respect to any Class of Class A or Class M
Certificates, the respective percentage set forth below.

     Class            Percentage           Class           Percentage

      A-I               77.50%             A-II              83.00%
     M-I-1              86.00%            M-II-1             90.50%
     M-I-2              93.00%            M-II-2             97.50%
     M-I-3              98.50%            M-II-3             99.00%


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

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

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

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

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

        Subservicing  Fee: As to any Mortgage Loan,  the fee payable  monthly to
the related  Subservicer (or, in the case of a Nonsubserviced  Mortgage Loan, to
the Master  Servicer) in respect of  subservicing  and other  compensation  that
accrues with respect to each  Distribution  Date at an annual rate designated as
"SUBSERV FEE" in Exhibit F-1, Exhibit F-2 and Exhibit F-3.

        Tax Returns:  The federal income tax return on Internal  Revenue Service
Form 1066,  U.S.  Real Estate  Mortgage  Investment  Conduit  Income Tax Return,
including  Schedule Q thereto,  Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I, REMIC II,  REMIC  III,  REMIC IV, and REMIC V due to their


                                       63
<PAGE>

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

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

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

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

        Trust Fund:  Trust Fund I and/or Trust Fund II, as applicable.

        Trust Fund I : The segregated pool of assets subject hereto,  consisting
of: (i) the Group I Loans and the related  Mortgage Files;  (ii) all payments on
and  collections  in  respect  of the Group I Loans due after the  Cut-off  Date
(other than  Monthly  Payments  due in March 2003) as shall be on deposit in the
Custodial  Account or in the Certificate  Account and identified as belonging to
Trust Fund I;  (iii)  property  which  secured a Group I Loan and which has been
acquired for the benefit of the  Certificateholders  by  foreclosure  or deed in
lieu of foreclosure;  (iv) the hazard insurance  policies and Primary  Insurance
Policy and rights under the MI Policy  pertaining to the Group I Loans,  if any;
and (v) all proceeds of clauses (i) through (iv) above.

        Trust Fund II : The segregated pool of assets subject hereto, consisting
of: (i) the Group II Loans and the related Mortgage Files;  (ii) all payments on
and  collections  in  respect of the Group II Loans due after the  Cut-off  Date
(other than  Monthly  Payments  due in March 2003) as shall be on deposit in the
Custodial  Account or in the Certificate  Account and identified as belonging to
Trust Fund II; (iii)  property  which secured a Group II Loan and which has been
acquired for the benefit of the  Certificateholders  by  foreclosure  or deed in
lieu of foreclosure;  (iv) the hazard insurance  policies and Primary  Insurance
Policy and rights under the MI Policy  pertaining to the Group II Loans, if any;
and (v) all proceeds of clauses (i) through (iv) above.

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

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

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


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Pass-Through Rate on the Uncertificated  Principal Balance of the Uncertificated
REMIC  I  Regular   Interest.   For  purposes  of  calculating   the  amount  of
Uncertificated  Accrued  Interest  for the  REMIC II  Regular  Interest  for any
Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered
by Compensating  Interest)  relating to the Group II Loans for any  Distribution
Date shall be allocated to REMIC II Regular Interest II-LT, to the extent of one
month's  interest at the then  applicable  Uncertificated  REMIC II Pass-Through
Rate on the  Uncertificated  Principal  Balance of the  Uncertificated  REMIC II
Regular  Interest.  For  purposes of  calculating  the amount of  Uncertificated
Accrued Interest for the REMIC III Regular Interests for any Distribution  Date,
any Prepayment  Interest  Shortfalls (to the extent not covered by  Compensating
Interest)  relating to the  Mortgage  Loans for any  Distribution  Date shall be
allocated  first pro rata to REMIC III Regular  Interests LTB to the same extent
as such shortfalls are allocated to the Class A-I-IO  Certificates  and any such
shortfalls  remaining shall then be allocated to REMIC III Regular Interest LTA,
in each  case to the  extent  of one  month's  interest  at the then  applicable
respective   Uncertificated  REMIC  III  Pass-Through  Rate  on  the  respective
Uncertificated  Principal Balance of each such Uncertificated  REMIC III Regular
Interest.  For  purposes of  calculating  the amount of  Uncertificated  Accrued
Interest  for the REMIC IV Regular  Interests  for any  Distribution  Date,  any
Prepayment  Interest  Shortfalls  (to the  extent not  covered  by  Compensating
Interest)  relating to the  Mortgage  Loans for any  Distribution  Date shall be
allocated first, to Uncertificated  Accrued Interest payable to REMIC IV Regular
Interests  LTA-IO to the same extent as such  shortfalls  are  allocated  to the
Class A-I-IO  Certificates,  and  thereafter any remaining  Prepayment  Interest
Shortfalls (to the extent not covered by Compensating  Interest) relating to the
Group I Loans  for any  Distribution  Date  shall be  allocated  among  REMIC IV
Regular  Interests LT1, LT2, LT3 and LT4, pro rata,  based on, and to the extent
of,  Uncertificated  Accrued Interest, as calculated without application of this
sentence and relating to the Group II Loans for any  Distribution  Date shall be
allocated  among REMIC IV Regular  Interests  LT5,  LT6,  LT7 and LT8, pro rata,
based on, and to the extent of,  Uncertificated  Accrued Interest, as calculated
without  application of this sentence.  Uncertificated  Accrued  Interest on the
REMIC V Regular  Interest  SB-I-PO and  SB-II-PO  shall be zero.  Uncertificated
Accrued Interest on the REMIC V Regular  Interest SB-I-IO for each  Distribution
Date shall equal Accrued  Certificate  Interest for the Class SB-I  Certificates
and Uncertificated Accrued Interest on the REMIC V Regular Interest SB-II-IO for
each  Distribution Date shall equal Accrued  Certificate  Interest for the Class
SB-II Certificates.

        Uncertificated  Notional  Amount:  With  respect to any REMIC IV Regular
Interest  LTA-IO and any  Distribution  Date on or prior to the Latest  Possible
Maturity Date  therefor,  the  Uncertificated  Principal  Balance of the related
REMIC III Regular Interest LTB for such Distribution Date. With respect to REMIC
V Regular Interest SB-I-IO or REMIC V Regular  Interest  SB-II-IO,  the Notional
Amount for such Class.

        Uncertificated   Pass-Through   Rate:   The   Uncertificated   REMIC   I
Pass-Through Rate,  Uncertificated  REMIC II Pass-Through  Rate,  Uncertificated
REMIC III Pass-Through Rate or the Uncertificated REMIC IV Pass-Through Rate, as
applicable .

        Uncertificated   Principal   Balance:   The  principal   amount  of  any
Uncertificated  Regular  Interest  (other than the REMIC III  Regular  Interests
LTA-IO)  outstanding  as  of  any  date  of  determination.  The  Uncertificated
Principal  Balance of each REMIC Regular Interest shall never be less than zero.
The REMIC III Regular Interests LTA-IO will not have an Uncertificated Principal
Balance.  With  respect  to the REMIC V  Regular  Interest  SB-I-PO  and REMIC V
Regular Interest SB-II-PO,  the initial amount set forth with respect thereto in
the  Preliminary  Statement as reduced by  distributions  deemed made in respect
thereof pursuant to Section 4.02 and Realized Losses allocated  thereto pursuant
to Section 4.05.

        Uncertificated Regular Interests:  The REMIC I Regular Interests,  REMIC
II  Regular  Interests,  REMIC  III  Regular  Interests,  the  REMIC IV  Regular
Interests,  the REMIC V Regular Interest  SB-I-PO,  the REMIC V Regular Interest
SB-II-PO,  the REMIC V Regular Interest SB-I-IO and the REMIC V Regular Interest
SB-II-IO.

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<PAGE>

        Uncertificated   REMIC  I  Pass-Through   Rate:   With  respect  to  any
Distribution  Date,  a per annum rate equal to the  weighted  average of the Net
Mortgage Rates for the Group I Loans.

        Uncertificated   REMIC  II  Pass-Through   Rate:  With  respect  to  any
Distribution  Date,  a per annum rate equal to the  weighted  average of the Net
Mortgage Rates for the Group II Loans.

        Uncertificated   REMIC  III  Pass-Through  Rate:  With  respect  to  any
Distribution  Date,  a per annum rate equal to the  weighted  average of the Net
Mortgage Rates for the Group I Loans.

        Uncertificated  REMIC IV  Pass-Through  Rate:  With  respect to REMIC IV
Regular  Interest LT1 and REMIC III Regular  Interest  LT2 and any  Distribution
Date,  a per  annum  rate  equal  to the  Group  I Net  WAC Cap  Rate  for  that
Distribution  Date;  with respect to REMIC IV Regular  Interest LT3 and REMIC IV
Regular Interest LT7 and any Distribution  Date, 0.00%; with respect to REMIC IV
Regular Interest LT4 and any Distribution  Date, a per annum rate equal to twice
the Group I Net WAC Cap Rate for that  Distribution  Date;  with  respect to the
REMIC  IV  Regular  Interest  LT5 and  REMIC  IV  Regular  Interest  LT6 and any
Distribution  Date,  a per annum rate equal to the Group II Net WAC Cap Rate for
that  Distribution  Date; and with respect to the REMIC IV Regular  Interest LT8
and any Distribution  Date, a per annum rate equal to twice the Group II Net WAC
Cap Rate for that Distribution Date.

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

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

        Voting  Rights:  The  portion  of  the  voting  rights  of  all  of  the
Certificates which is allocated to any Certificate.  97.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates  and Class M
Certificates,  other than the Class A-I-IO  Certificates,  in  proportion to the
outstanding Certificate Principal Balances of their respective Certificates;  1%
and 1% of all of the Voting  Rights  shall be  allocated  to the  Holders of the
Class A-I-IO and Class SB Certificates,  respectively, and 0.2% 0.2%, 0.2%, 0.2%
and 0.2% of all of the Voting  Rights  shall be  allocated to the Holders of the
Class R-I,  Class  R-II,  Class  R-III,  Class R-IV and Class R-V  Certificates,
respectively;  in each case to be allocated among the Certificates of such Class
in accordance with their respective Percentage Interest.

Section 1.02.  Determination of LIBOR.
               ----------------------

        LIBOR  applicable to the  calculation  of the  Pass-Through  Rate on the
LIBOR Certificates for any Interest Accrual Period will be determined as of each
LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR
Rate Adjustment Date is not a Business Day, then on the next succeeding Business
Day, LIBOR shall be  established by the Trustee and, as to any Interest  Accrual
Period,  will equal the rate for one month United  States  dollar  deposits that
appears on the Telerate Screen Page 3750 as of 11:00 a.m.,  London time, on such


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<PAGE>

LIBOR Rate  Adjustment  Date.  "Telerate  Screen  Page 3750"  means the  display
designated  as page 3750 on the Bridge  Telerate  Service (or such other page as
may  replace  page 3750 on that  service for the  purpose of  displaying  London
interbank  offered rates of major  banks).  If such rate does not appear on such
page (or such other page as may replace  that page on that  service,  or if such
service is no longer offered, LIBOR shall be so established by use of such other
service  for  displaying  LIBOR or  comparable  rates as may be  selected by the
Trustee  after  consultation  with the  Master  Servicer),  the rate will be the
Reference Bank Rate.  The "Reference  Bank Rate" will be determined on the basis
of the rates at which  deposits in U.S.  Dollars  are  offered by the  reference
banks (which shall be any three major banks that are engaged in  transactions in
the London interbank market, selected by the Trustee after consultation with the
Master  Servicer) as of 11:00 a.m.,  London time,  on the LIBOR Rate  Adjustment
Date to prime banks in the London  interbank market for a period of one month in
amounts  approximately equal to the aggregate  Certificate  Principal Balance of
the LIBOR Certificates then outstanding.  The Trustee will request the principal
London office of each of the reference banks to provide a quotation of its rate.
If at least two such  quotations  are provided,  the rate will be the arithmetic
mean of the quotations rounded up to the next multiple of 1/16%. If on such date
fewer  than two  quotations  are  provided  as  requested,  the rate will be the
arithmetic mean of the rates quoted by one or more major banks in New York City,
selected by the Trustee after consultation with the Master Servicer, as of 11:00
a.m.,  New York City  time,  on such date for loans in U.S.  Dollars  to leading
European banks for a period of one month in amounts  approximately  equal to the
aggregate   Certificate   Principal  Balance  of  the  LIBOR  Certificates  then
outstanding.  If no such quotations can be obtained,  the rate will be LIBOR for
the  prior  Distribution  Date;  provided  however,  if,  under  the  priorities
described above,  LIBOR for a Distribution  Date would be based on LIBOR for the
previous  Distribution  Date for the third  consecutive  Distribution  Date, the
Trustee,  shall select an alternative  comparable  index (over which the Trustee
has no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent  party.
The  establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and
the Trustee's subsequent  calculation of the Pass-Through Rate applicable to the
LIBOR  Certificates for the relevant  Interest Accrual Period, in the absence of
manifest error,  will be final and binding.  Promptly  following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with the results of
its determination of LIBOR on such date. Furthermore, the Trustee will supply to
any  Certificateholder  so requesting by calling the Bondholder  Inquiry Line at
1-800-275-2048  the Pass-Through Rate on the LIBOR  Certificates for the current
and the immediately preceding Interest Accrual Period.


                                       67
<PAGE>

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.
               ----------------------------

(a)     The Depositor, concurrently with the execution and delivery hereof, does
        hereby assign to the Trustee in respect of Trust Fund I without recourse
        all the right,  title and  interest of the  Depositor  in and to (i) the
        Group I Loans,  including  all interest and principal on or with respect
        to the  Group I Loans  due on or after  the  Cut-off  Date  (other  than
        Monthly  Payments  due  prior  to  April 1,  2003);  (ii)  the  Mortgage
        Insurance Premium Taxes Reserve Fund Deposit;  and (iii) all proceeds of
        the  foregoing.  The  Depositor,  concurrently  with the  execution  and
        delivery  hereof,  does hereby assign to the Trustee in respect of Trust
        Fund II  without  recourse  all the  right,  title and  interest  of the
        Depositor in and to (i) the Group II Loans,  including  all interest and
        principal  on or with  respect to the Group II Loans due on or after the
        Cut-off Date (other than  Monthly  Payments due prior to April 1, 2003);
        (ii) the Mortgage  Insurance  Premium Taxes  Reserve Fund  Deposit;  and
        (iii) all proceeds of the foregoing.

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

(i)     The original  Mortgage Note,  endorsed  without recourse to the order of
        the  Trustee  and showing an  unbroken  chain of  endorsements  from the
        originator  thereof to the Person  endorsing it to the Trustee,  or with
        respect to any Destroyed  Mortgage Note, an original lost note affidavit
        from the related Seller or Residential Funding stating that the original
        Mortgage Note was lost, misplaced or destroyed,  together with a copy of
        the related Mortgage Note;

(ii)    The  original  Mortgage,  noting the presence of the MIN of the Mortgage
        Loan and language indicating that the Mortgage Loan is a MOM Loan if the
        Mortgage  Loan is a MOM  Loan,  with  evidence  of  recording  indicated
        thereon or, if the original  Mortgage has not yet been returned from the
        public recording  office, a copy of the original  Mortgage with evidence
        of recording indicated thereon;

(iii)   Unless the  Mortgage  Loan is  registered  on the  MERS(R)  System,  the
        assignment (which may be included in one or more blanket  assignments if
        permitted  by  applicable  law)  of the  Mortgage  to the  Trustee  with
        evidence of  recording  indicated  thereon or a copy of such  assignment
        with evidence of recording indicated thereon;

(iv)    The original recorded  assignment or assignments of the Mortgage showing
        an unbroken chain of title from the  originator to the Person  assigning
        it to the Trustee (or to MERS, if the Mortgage Loan is registered on the
        MERS(R)  System and  noting  the  presence  of a MIN) with  evidence  of
        recordation  noted  thereon  or  attached  thereto,  or a copy  of  such
        assignment  or  assignments  of the Mortgage  with evidence of recording
        indicated thereon; and

(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.

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<PAGE>

        The Depositor  may, in lieu of delivering  the original of the documents
set forth in Section  2.01(b)(ii),  (iii),  (iv) and (v) (or  copies  thereof as
permitted by Section  2.01(b)) to the Trustee or the  Custodian  or  Custodians,
deliver such  documents to the Master  Servicer,  and the Master  Servicer shall
hold such  documents  in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence.  Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or  instruments  set forth in Section  2.01(b)(ii),  (iii),
(iv) and (v) (or copies  thereof as permitted by such  Section) for any Mortgage
Loan and (ii) a written  request by the Trustee to deliver those  documents with
respect  to any or all of the  Mortgage  Loans  then  being  held by the  Master
Servicer,  the Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian or Custodians  that are the duly appointed agent or
agents of the Trustee.

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

        The Depositor  shall  promptly  cause to be recorded in the  appropriate
public office for real  property  records the  Assignment  referred to in clause
(iii) of Section 2.01(b),  except (a) in states where, in the opinion of counsel
acceptable  to the  Trustee  and the  Master  Servicer,  such  recording  is not
required to protect the Trustee's  interests in the Mortgage Loan or (b) if MERS
is  identified  on the  Mortgage  or on a properly  recorded  assignment  of the
Mortgage,  as  applicable,  as the  mortgagee  of record  solely as nominee  for
Residential Funding and its successors and assigns. If any Assignment is lost or
returned  unrecorded  to the  Depositor  because  of  any  defect  therein,  the
Depositor shall prepare a substitute Assignment or cure such defect, as the case
may be,  and cause  such  Assignment  to be  recorded  in  accordance  with this
paragraph.  The Depositor shall promptly deliver or cause to be delivered to the
Trustee or the respective  Custodian such Mortgage or Assignment,  as applicable
(or copy thereof as permitted by Section  2.01(b)),  with  evidence of recording
indicated  thereon upon receipt thereof from the public recording office or from
the related Subservicer or Seller.

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

        Any of the items set forth in Sections 2.01(b)(ii),  (iii), (iv) and (v)
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  Depositor  further  agrees  that  it will  cause,  at the
Depositor's  own expense,  within 30 Business Days after the Closing  Date,  the
MERS(R)  System to indicate that such  Mortgage  Loans have been assigned by the
Depositor to the Trustee in  accordance  with this  Agreement for the benefit of
the  Certificateholders by including (or deleting, in the case of Mortgage Loans
which are  repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection  with such Mortgage  Loans.  The Depositor  further agrees that it


                                       69
<PAGE>

will not, and will not permit the Master  Servicer  to, and the Master  Servicer
agrees  that it will not,  alter the codes  referenced  in this  paragraph  with
respect to any Mortgage Loan during the term of this Agreement  unless and until
such  Mortgage  Loan  is  repurchased  in  accordance  with  the  terms  of this
Agreement.

(d) It is intended that the  conveyances  by the Depositor to the Trustee of the
Mortgage  Loans as  provided  for in this  Section  2.01 and the  Uncertificated
Regular  Interests be construed as a sale by the Depositor to the Trustee of the
Mortgage Loans and the  Uncertificated  Regular Interests for the benefit of the
Certificateholders.  Further,  it is not intended  that any such  conveyance  be
deemed  to be a pledge of the  Mortgage  Loans  and the  Uncertificated  Regular
Interests by the  Depositor to the Trustee to secure a debt or other  obligation
of the Depositor.  Nonetheless,  (a) this Agreement is intended to be and hereby
is a security  agreement  within the meaning of Articles 8 and 9 of the New York
Uniform  Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction;  (b) the  conveyances  provided  for in this Section 2.01 shall be
deemed to be (1) a grant by the Depositor to the Trustee of a security  interest
in all of the Depositor's  right  (including the power to convey title thereto),
title and interest,  whether now owned or hereafter acquired,  in and to (A) the
Mortgage Loans, including the related Mortgage Note, the Mortgage, any insurance
policies and all other  documents in the related  Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C)
any  Uncertificated  Regular  Interests  and 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 foregoing, and all proceeds of the conversion,  voluntary
or  involuntary,  of the foregoing into cash,  instruments,  securities or other
property,  including  without  limitation  all amounts from time to time held or
invested in the  Certificate  Account or the Custodial  Account,  whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the  Depositor  to the  Trustee  of any  security  interest  in any  and  all of
Residential Funding's right (including the power to convey title thereto), title
and interest,  whether now owned or hereafter  acquired,  in and to the property
described  in the  foregoing  clauses  (1)(A),  (B),  (C)  and  (D)  granted  by
Residential Funding to the Depositor pursuant to the Assignment  Agreement;  (c)
the  possession by the Trustee,  the Custodian or any other agent of the Trustee
of Mortgage  Notes or such other items of  property as  constitute  instruments,
money,  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 Depositor and, at the Depositor's direction, Residential Funding and
the Trustee  shall,  to the extent  consistent  with this  Agreement,  take such
reasonable  actions as may be necessary to ensure that, if this  Agreement  were
deemed  to  create  a  security   interest  in  the   Mortgage   Loans  and  the
Uncertificated  Regular  Interests and the other property  described above, such
security  interest would be deemed to be a perfected  security interest of first
priority under applicable law and will be maintained as such throughout the term
of this  Agreement.  Without  limiting  the  generality  of the  foregoing,  the
Depositor  shall  prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing,  or shall cause to
be forwarded for filing, at the expense of the Depositor,  all filings necessary


                                       70
<PAGE>

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  the
Uncertificated Regular Interests, as evidenced by an Officers Certificate of the
Depositor,  including without  limitation (x) continuation  statements,  and (y)
such  other  statements  as may be  occasioned  by (1)  any  change  of  name of
Residential  Funding,  the Depositor or the Trustee (such preparation and filing
shall be at the  expense  of the  Trustee,  if  occasioned  by a  change  in the
Trustee's  name),  (2) any change of  location  of the place of  business or the
chief executive office of Residential Funding or the Depositor, (3) any transfer
of any interest of Residential  Funding or the Depositor in any Mortgage Loan or
(4) any transfer of any interest of Residential  Funding or the Depositor in any
Uncertificated Regular Interests.

Section 2.02.  Acceptance by Trustee.
               ---------------------

        The Trustee  acknowledges  receipt (or,  with respect to Mortgage  Loans
subject  to  a  Custodial  Agreement,   and  based  solely  upon  a  receipt  or
certification executed by the Custodian,  receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i)  above  (except  that for  purposes of such  acknowledgement  only, a
Mortgage  Note may be endorsed in blank and an  Assignment of Mortgage may be in
blank) and declares  that it, or a Custodian  as its agent,  holds and will hold
such documents and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian  as its agent,  in trust for the use and benefit
of all present and future  Certificateholders.  The Trustee or  Custodian  (such
Custodian  being so  obligated  under a  Custodial  Agreement)  agrees,  for the
benefit of  Certificateholders,  to review each  Mortgage  File  delivered to it
pursuant to Section  2.01(b)  within 90 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified  on the  Mortgage  Loan  Schedule,  as  supplemented,  that have been
conveyed  to it, and to  deliver  to the  Trustee a  certificate  (the  "Interim
Certification")  to the  effect  that all  documents  required  to be  delivered
pursuant to Section  2.01(b) above have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except  for any  exceptions  listed  on  Schedule  A  attached  to such  Interim
Certification.  Upon  delivery of the  Mortgage  Files by the  Depositor  or the
Master  Servicer,  the Trustee  shall  acknowledge  receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian,  receipt by the respective Custodian
as the duly  appointed  agent of the  Trustee) of the  documents  referred to in
Section 2.01(b) 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,
upon receipt of  notification  from the Custodian as specified in the succeeding
sentence,  the Trustee shall promptly so notify or cause the Custodian to notify
the Master Servicer and the Depositor. Pursuant to Section 2.03 of the Custodial
Agreement,  the Custodian will notify the Master Servicer, the Depositor and the
Trustee of any such  omission or defect  found by it in respect of any  Mortgage
File held by it in respect of the items received by it pursuant to the Custodial
Agreement.  If such  omission or defect  materially  and  adversely  affects the
interests in the related  Mortgage  Loan of the  Certificateholders,  the Master
Servicer  shall  promptly  notify  the  related  Subservicer  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 shall be  deposited or caused to be deposited by the Master
Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written  notification of such deposit signed by a
Servicing  Officer,  the  Trustee or any  Custodian,  as the case may be,  shall


                                       71
<PAGE>

release to the Master  Servicer the related  Mortgage File and the Trustee shall
execute and deliver such  instruments of transfer or assignment  prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Subservicer or Seller 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  and Section  2.04,  if the
Subservicer or Seller or Residential  Funding that repurchases the Mortgage Loan
is not a member of MERS and the Mortgage is  registered  on the MERS(R)  System,
the Master Servicer,  at its own expense and without any right of reimbursement,
shall  cause MERS to  execute  and  deliver an  assignment  of the  Mortgage  in
recordable form to transfer the Mortgage from MERS to such Subservicer or Seller
or  Residential  Funding  and shall  cause  such  Mortgage  to be  removed  from
registration   on  the  MERS(R)  System  in  accordance  with  MERS'  rules  and
regulations.  It is understood and agreed that the obligation of the Subservicer
or Seller,  to so cure or purchase any Mortgage  Loan as to which a material and
adverse defect in or omission of a constituent  document exists shall constitute
the  sole   remedy   respecting   such   defect   or   omission   available   to
Certificateholders or the Trustee on behalf of Certificateholders.

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

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

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

(ii)    The execution and delivery of this Agreement by the Master  Servicer and
        its performance and compliance with the terms of this Agreement will not
        violate the Master Servicer's  Certificate of Incorporation or Bylaws or
        constitute a material  default (or an event which,  with notice or lapse
        of time, or both, would constitute a material  default) under, or result
        in the  material  breach of, any material  contract,  agreement or other
        instrument  to which  the  Master  Servicer  is a party or which  may be
        applicable to the Master Servicer or any of its assets;

(iii)   This Agreement,  assuming due  authorization,  execution and delivery by
        the Trustee and the  Depositor,  constitutes a valid,  legal and binding
        obligation of the Master Servicer,  enforceable against it in accordance
        with the terms  hereof  subject to  applicable  bankruptcy,  insolvency,
        reorganization,  moratorium and other laws affecting the  enforcement of
        creditors'  rights  generally  and  to  general  principles  of  equity,
        regardless of whether such  enforcement is considered in a proceeding in
        equity or at law;

(iv)    The  Master  Servicer  is not in  default  with  respect to any order or
        decree of any court or any order,  regulation  or demand of any federal,
        state,  municipal  or  governmental  agency,  which  default  might have
        consequences  that would  materially and adversely  affect the condition
        (financial  or  other)  or  operations  of the  Master  Servicer  or its
        properties or might have  consequences  that would materially  adversely
        affect its performance hereunder;

(v)     No  litigation  is  pending  or,  to the best of the  Master  Servicer's
        knowledge,  threatened  against the Master Servicer which would prohibit
        its entering into this  Agreement or performing  its  obligations  under
        this Agreement;

(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;

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

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

(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; and

(x)     The Servicing Guide of the Master Servicer requires that the Subservicer
        for each Mortgage Loan  accurately and fully reports its borrower credit
        files to each of the Credit Repositories in a timely manner.

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

(b) The Depositor hereby  represents and warrants to the Trustee for the benefit
of the  Certificateholders  that  as of  the  Closing  Date  (or,  if  otherwise
specified  below,  as of the date so specified):  (i)  immediately  prior to the
conveyance  of the Mortgage  Loans to the Trustee,  the Depositor had good title
to, and was the sole owner of, each  Mortgage Loan free and clear of any pledge,
lien,  encumbrance  or security  interest  (other than rights to  servicing  and
related  compensation) and such conveyance  validly  transfers  ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or
security interest;  and (ii) each Mortgage Loan constitutes a qualified mortgage
under  Section  860G(a)(3)(A)  of the  Code  and  Treasury  Regulations  Section
1.860G-2(a)(1).

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

        Upon discovery by any of the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any of the  representations  and  warranties set
forth in this  Section  2.03(b)  which  materially  and  adversely  affects  the
interests of the  Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties(any  Custodian
being so obligated under a Custodial Agreement);  provided, however, that in the


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

Section 2.04.  Representations and Warranties of Sellers.
               -----------------------------------------

        The Depositor,  as assignee of Residential  Funding under the Assignment
Agreement,   hereby   assigns   to  the   Trustee   for  the   benefit   of  the
Certificateholders  all of its  right,  title and  interest  in  respect  of the
Assignment  Agreement and each Seller's Agreement  applicable to a Mortgage Loan
as and to the  extent  set forth in the  Assignment  Agreement.  Insofar  as the
Assignment  Agreement or such Seller's Agreement relates 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  Depositor,  the  Master  Servicer,  the  Trustee  or any
Custodian of a breach of any of the  representations  and  warranties  made in a
Seller's  Agreement or the Assignment  Agreement in respect of any Mortgage Loan
or of any Repurchase Event which materially and adversely  affects the interests
of the  Certificateholders  in such Mortgage  Loan, the party  discovering  such
breach shall give prompt written notice to the other parties(any Custodian being
so obligated  under a Custodial  Agreement).  The Master Servicer shall promptly
notify the related Seller and  Residential  Funding of such breach or Repurchase
Event and request that such Seller or  Residential  Funding either (i) cure such
breach or Repurchase Event in all material respects within 90 days from the date
the Master  Servicer  was  notified of such breach or  Repurchase  Event or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02.

        Upon the discovery by the Depositor,  the Master Servicer,  the Trustee,
or any Custodian of a breach of any of such  representations  and warranties set
forth  in 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)  at the same  time as  notice  is  given  pursuant  to the  preceding
paragraph of any  corresponding  breach of  representation  or warranty  made in
Seller's  Agreement.  The Master  Servicer  shall  promptly  notify  Residential
Funding  of such  breach  of a  representation  or  warranty  set  forth  in the
Assignment  Agreement and request that Residential  Funding 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  within 90 days of the date of such  written  notice of such  breach at the
Purchase  Price and in the  manner set forth in  Section  2.02,  but only if the


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Mortgage  Loan  has  not  been  purchased  by  the  Seller  due to a  breach  of
representation  and warranty of the related  Seller's  Agreement as set forth in
the preceding paragraph; provided that Residential Funding shall have the option
to  substitute a Qualified  Substitute  Mortgage Loan or Loans for such Mortgage
Loan if such  substitution  occurs within two years  following the Closing Date;
provided  that if the breach  would cause the  Mortgage  Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or  substitution  must  occur  within  90 days  from  the date  the  breach  was
discovered.  In the  event  that  Residential  Funding  elects to  substitute  a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04,  Residential  Funding shall deliver to the Trustee for the
benefit of the  Certificateholders  with  respect to such  Qualified  Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage,  an Assignment
of the Mortgage in recordable  form, and such other  documents and agreements as
are required by Section  2.01,  with the Mortgage  Note  endorsed as required by
Section  2.01.  No  substitution  will be made in any  calendar  month after the
Determination  Date  for such  month.  Monthly  Payments  due  with  respect  to
Qualified  Substitute  Mortgage Loans in the month of substitution  shall not be
part of the Trust Fund and will be retained by the Master  Servicer and remitted
by  the  Master   Servicer  to  Residential   Funding  on  the  next  succeeding
Distribution  Date.  For  the  month  of  substitution,   distributions  to  the
Certificateholders  will include the Monthly  Payment due on a Deleted  Mortgage
Loan for such month and  thereafter  Residential  Funding  shall be  entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer  shall amend or cause to be amended the Mortgage  Loan Schedule for the
benefit  of the  Certificateholders  to  reflect  the  removal  of such  Deleted
Mortgage Loan and the substitution of the Qualified  Substitute Mortgage Loan or
Loans and the Master  Servicer shall deliver the amended  Mortgage Loan Schedule
to the Trustee.  Upon such substitution,  the Qualified Substitute Mortgage Loan
or Loans  shall  be  subject  to the  terms of this  Agreement  and the  related
Subservicing  Agreement in all respects,  the related  Seller shall be deemed to
have made the  representations  and  warranties  with  respect to the  Qualified
Substitute Mortgage Loan made in the related Seller Agreements as of the date of
substitution,   Residential   Funding   shall  be   deemed   to  have  made  the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan (other than those of a  statistical  nature)  contained  in the  Assignment
Agreement as of the date of substitution, and the covenants, representations and
warranties set forth in this Section 2.04, and in Section 2.03(b) hereof.

        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 or cause the related Seller to 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  hereunder  to fail to qualify as a REMIC at any
time that any Certificate is outstanding.

        It is  understood  and  agreed  that the  obligation  of the  Seller  or
Residential Funding, as the case may be, to cure such breach or purchase (and in
the case of  Residential  Funding to  substitute  for) such  Mortgage Loan as to
which such a breach has occurred and is  continuing  shall  constitute  the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of the  Certificateholders.  If the  Master  Servicer  is  Residential
Funding, then the Trustee shall also have the right to give the notification and
require  the  purchase  or  substitution  provided  for in the second  preceding
paragraph in the event of such a breach of a representation  or warranty made by
Residential Funding in the Assignment Agreement. In connection with the purchase
of or  substitution  for any such  Mortgage  Loan by  Residential  Funding,  the


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Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment  Agreement applicable to
such Mortgage Loan.

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

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

(b) The Depositor,  concurrently  with the execution and delivery  hereof,  does
hereby transfer,  assign,  set over and otherwise convey in trust to the Trustee
without  recourse all the right,  title and interest of the  Depositor in and to
the REMIC I Regular  Interest  I-LT for the  benefit of the Holders of the REMIC
III Regular Interests.  The Trustee  acknowledges receipt of the REMIC I Regular
Interest  I-LT (which are  uncertificated)  and declares  that it holds and will
hold the same in trust for the  exclusive  use and benefit of the Holders of the
REMIC III Regular  Interests  and Holders of the Class R-III  Certificates.  The
interests evidenced by the Class R-III Certificates, together with the REMIC III
Regular Interests,  constitute the entire beneficial ownership interest in REMIC
III.

(c) The Depositor,  concurrently  with the execution and delivery  hereof,  does
hereby transfer,  assign,  set over and otherwise convey in trust to the Trustee
without  recourse all the right,  title and interest of the  Depositor in and to
the REMIC II Regular Interest II-LT and the REMIC III Regular  Interests for the
benefit  of  the  Holders  of  the  REMIC  IV  Regular  Interests.  The  Trustee
acknowledges  receipt of the REMIC II Regular  Interest  II-LT and the REMIC III
Regular Interests (which are uncertificated) and declares that it holds and will
hold the same in trust for the  exclusive  use and benefit of the Holders of the
REMIC IV Regular  Interests  and  Holders of the Class  R-IV  Certificates.  The
interests  evidenced by the Class R-IV Certificates,  together with the REMIC IV
Regular Interests,  constitute the entire beneficial ownership interest in REMIC
IV.

(d) The Depositor,  concurrently  with the execution and delivery  hereof,  does
hereby transfer,  assign,  set over and otherwise convey in trust to the Trustee
without  recourse all the right,  title and interest of the  Depositor in and to
the REMIC IV Regular  Interests  for the  benefit of the  holders of the Regular
Certificates and the Class R-V certificates. The Trustee acknowledges receipt of
the REMIC IV Regular Interests (each of which are  uncertificated)  and declares
that it holds and will hold the same in trust for the  exclusive use and benefit
of the holders of the Regular  Certificates and the Class R-V Certificates.  The
interests  evidenced  by the Class R-V  Certificate,  together  with the Regular
Certificates, constitute the entire beneficial ownership interest in REMIC V.

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Section 2.06.  Purposes and Powers of the Trust.

               The purpose of the trusts, as created hereunder,  is to engage in
the following activities:

               (a) to sell the Certificates to the Depositor 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  trusts  are  hereby  authorized  to engage in the  foregoing
activities.  Notwithstanding  the provisions of Section 11.01,  the trusts 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 2.06 may not be amended,  without
the consent of the  Certificateholders  evidencing  a majority of the  aggregate
Voting Rights of the Certificates.

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                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01.  Master Servicer to Act as Servicer.

(a) The Master  Servicer  shall  service and  administer  the Mortgage  Loans in
accordance  with the terms of this Agreement and the respective  Mortgage Loans,
following such procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing activities, and
shall have full power and  authority,  acting alone or through  Subservicers  as
provided in Section 3.02,  to do any and all things which it may deem  necessary
or desirable in  connection  with such  servicing  and  administration.  Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer  is hereby  authorized and empowered by the Trustee
when the Master  Servicer or the  Subservicer,  as the case may be,  believes it
appropriate  in its best  judgment,  to execute  and  deliver,  on behalf of the
Certificateholders  and the Trustee or any of them,  any and all  instruments of
satisfaction or cancellation,  or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed  conveyance,
or of  assignment  of any  Mortgage  and Mortgage  Note in  connection  with the
repurchase  of a Mortgage  Loan and all other  comparable  instruments,  or with
respect to the  modification  or  re-recording  of a Mortgage for the purpose of
correcting the Mortgage,  the subordination of the lien of the Mortgage in favor
of a public utility company or government  agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure,  the completion of judicial
or  non-judicial  foreclosure,  the  conveyance  of a Mortgaged  Property to the
related insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of  foreclosure,  or the  management,  marketing  and  conveyance of any
property  acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage  Loans and with  respect to the  Mortgaged  Properties.  The Master
Servicer  further is authorized  and empowered by the Trustee,  on behalf of the
Certificateholders  and  the  Trustee,  in its own  name  or in the  name of the
Subservicer,  when the Master Servicer or the  Subservicer,  as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System,  or cause the removal from the  registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and
the Certificateholders or any of them, any and all instruments of assignment and
other comparable  instruments with respect to such assignment or re-recording of
a  Mortgage  in the name of MERS,  solely as  nominee  for the  Trustee  and its
successors  and assigns.  Any expenses  incurred in connection  with the actions
described in the  preceding  sentence  shall be borne by the Master  Servicer in
accordance with Section 3.16(c), with no right of reimbursement;  provided, that
if, as a result of MERS discontinuing or becoming unable to continue  operations
in  connection  with the  MERS(R)  System,  it becomes  necessary  to remove any
Mortgage  Loan from  registration  on the MERS(R)  System and to arrange for the
assignment of the related  Mortgages to the Trustee,  then any related  expenses
shall be reimbursable  to the Master  Servicer.  Notwithstanding  the foregoing,
subject  to  Section   3.07(a),   the  Master  Servicer  shall  not  permit  any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed,  temporary or final regulations  promulgated thereunder (other
than in  connection  with a proposed  conveyance  or assumption of such Mortgage
Loan that is treated  as a  Principal  Prepayment  in Full  pursuant  to Section
3.13(d)  hereof)  and cause any REMIC 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 or other  documents.  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.

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<PAGE>

        If the Mortgage  relating to a Mortgage  Loan did not have a lien senior
to the Mortgage Loan on the related  Mortgaged  Property as of the Cut-off Date,
then the Master Servicer, in such capacity,  may not consent to the placing of a
lien senior to that of the Mortgage on the related  Mortgaged  Property.  If the
Mortgage  relating to a Mortgage  Loan had a lien senior to the Mortgage Loan on
the related Mortgaged Property as of the Cut-off Date, then the Master Servicer,
in such  capacity,  may consent to the  refinancing  of the prior  senior  lien,
provided that the following requirements are met:

               (i) (A) the Mortgagor's  debt-to-income ratio resulting from such
               refinancing is less than the original debt-to-income ratio as set
               forth on the Mortgage Loan Schedule;  provided,  however, that in
               no instance  shall the  resulting  Combined  Loan-to-Value  Ratio
               ("Combined  Loan-to-Value Ratio") of such Mortgage Loan be higher
               than that permitted by the Program Guide; or

                      (B) the  resulting  Combined  Loan-to-Value  Ratio of such
               Mortgage Loan is no higher than the Combined  Loan-to-Value Ratio
               prior to such refinancing;  provided, however, if such refinanced
               mortgage loan is a "rate and term"  mortgage loan  (meaning,  the
               Mortgagor  does not receive any cash from the  refinancing),  the
               Combined  Loan-t Value Ratio may increase to the extent of either
               (x) the reasonable  closing costs of such  refinancing or (y) any
               decrease in the value of the related Mortgaged  Property,  if the
               Mortgagor is in good standing as defined by the Program Guide;

               (ii) the interest  rate,  or, in the case of an  adjustable  rate
        existing senior lien, the maximum interest rate, for the loan evidencing
        the refinanced senior lien is no more than 2.0% higher than the interest
        rate or the  maximum  interest  rate,  as the case  may be,  on the loan
        evidencing  the existing  senior lien  immediately  prior to the date of
        such  refinancing;  provided,  however  (A) if the loan  evidencing  the
        existing  senior lien prior to the date of refinancing has an adjustable
        rate and the loan  evidencing  the  refinanced  senior  lien has a fixed
        rate,  then  the  current  interest  rate  on the  loan  evidencing  the
        refinanced  senior lien may be up to 2.0%  higher than the  then-current
        loan rate of the loan evidencing the existing senior lien and (B) if the
        loan   evidencing  the  existing  senior  lien  prior  to  the  date  of
        refinancing  has a fixed  rate and the loan  evidencing  the  refinanced
        senior lien has an adjustable  rate,  then the maximum  interest rate on
        the loan  evidencing  the  refinanced  senior lien shall be less than or
        equal to (x) the  interest  rate on the  loan  evidencing  the  existing
        senior lien prior to the date of refinancing plus (y) 2.0%; and

               (iii)  the loan  evidencing  the  refinanced  senior  lien is not
        subject to negative amortization.

(b) The Master  Servicer  shall,  to the extent  consistent  with the  servicing
standards set forth herein,  take whatever actions as may be necessary to file a
claim under or enforce or allow the Trustee to file a claim under or enforce any
title  insurance  policy with respect to any Mortgage  Loan  including,  without
limitation,  joining in or causing any Seller or Subservicer (or any other party
in  possession  of any title  insurance  policy) to join in any claims  process,
negotiations,  actions or proceedings necessary to make a claim under or enforce
any title insurance  policy.  Notwithstanding  anything in this Agreement to the
contrary, the Master Servicer shall not (unless the Mortgagor is in default with
respect to the  Mortgage  Loan or such default is, in the judgment of the Master
Servicer,  reasonably  foreseeable) make or permit any modification,  waiver, or
amendment  of any term of any  Mortgage  Loan  that  would  both (i)  effect  an
exchange or  reissuance of such Mortgage Loan under Section 1001 of the Code (or
final, temporary or proposed Treasury 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


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3.13(d) hereof) and (ii) cause any REMIC formed  hereunder to fail to qualify as
a REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the startup date under the REMIC Provisions.

(c) In connection  with  servicing and  administering  the Mortgage  Loans,  the
Master  Servicer  and any  Affiliate  of the  Master  Servicer  (i) may  perform
services such as appraisals and brokerage services that are customarily provided
by Persons  other than  servicers  of mortgage  loans,  and shall be entitled to
reasonable  compensation  therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.

(d) 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).

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

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

(a) The Master Servicer may continue in effect  Subservicing  Agreements entered
into by Residential Funding and Subservicers prior to the execution and delivery
of  this  Agreement,  and  may  enter  into  new  Subservicing  Agreements  with
Subservicers,  for  the  servicing  and  administration  of all or  some  of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are  insured by the FDIC or (ii)  another  entity  that  engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized  to  transact  business  in the state or states in which the  related
Mortgaged  Properties  it is to  service  are  situated,  if and  to the  extent
required by applicable law to enable the  Subservicer to perform its obligations
hereunder and under the  Subservicing  Agreement,  and in either case shall be a
Freddie Mac, Fannie Mae or HUD approved mortgage servicer. Each Subservicer of a
Mortgage  Loan shall be  entitled  to receive  and  retain,  as  provided in the
related Subservicing Agreement and in Section 3.07, the related Subservicing Fee
from  payments of interest  received on such  Mortgage Loan after payment of all
amounts  required  to be  remitted  to the  Master  Servicer  in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master  Servicer  shall be entitled to receive and retain an amount equal to the
Subservicing  Fee from  payments  of  interest.  Unless  the  context  otherwise
requires,  references  in this  Agreement to actions taken or to be taken by the
Master  Servicer in servicing the Mortgage Loans include  actions taken or to be
taken by a  Subservicer  on behalf of the  Master  Servicer.  Each  Subservicing
Agreement will be upon such terms and  conditions as are generally  required by,
permitted by or consistent with the Program Guide and are not inconsistent  with
this Agreement and as the Master Servicer and the Subservicer have agreed.  With
the approval of the Master  Servicer,  a Subservicer  may delegate its servicing
obligations to third-party servicers, but such Subservicer will remain obligated
under the related Subservicing Agreement.  The Master Servicer and a Subservicer
may enter into amendments thereto or a different form of Subservicing Agreement,
and the form referred to or included in the Program Guide is merely provided for
information  and shall not be deemed to limit in any respect the  discretion  of
the Master Servicer to modify or enter into different  Subservicing  Agreements;
provided,  however,  that  any  such  amendments  or  different  forms  shall be
consistent  with and not violate the  provisions of either this Agreement or the
Program  Guide in a manner  which  would  materially  and  adversely  affect the
interests of the Certificateholders.

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(b) As part of its servicing activities hereunder,  the Master Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its best reasonable
efforts  to  enforce  the  obligations  of each  Subservicer  under the  related
Subservicing  Agreement and of each Seller under the related Seller's Agreement,
to the  extent  that the  non-performance  of any such  obligation  would have a
material and adverse effect on a Mortgage Loan,  including,  without limitation,
the   obligation   to  purchase  a  Mortgage   Loan  on  account  of   defective
documentation,  as  described  in Section  2.02,  or on account of a breach of a
representation  or warranty,  as described in Section  2.04.  Such  enforcement,
including,  without limitation,  the legal prosecution of claims, termination of
Subservicing Agreements 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 and are
reimbursable pursuant to Section 3.10(a)(vii)..

Section 3.03.  Successor Subservicers.
               ----------------------

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

Section 3.04.  Liability of the Master Servicer.
               --------------------------------

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

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<PAGE>

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

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

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

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

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

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

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


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        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),  capitalize  any amounts  owing on the Mortgage Loan by
        adding such amount to the outstanding  principal balance 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.  No such modification
        shall reduce the Mortgage Rate on a Mortgage Loan below (i) with respect
        to the Group I Loans,  one-half of the Mortgage Rate as in effect on the
        Cut-off Date and (ii) with respect to the Group II Loans, the greater of
        (A) one-half of the  Mortgage  Rate as in effect on the Cut-off Date and
        (B)  one-half  of the  Mortgage  Rate as in  effect  on the date of such
        modification, but for both the Group I Loans and the Group II Loans, not
        less  than  the  sum of the  rates  at  which  the  Servicing  Fee,  the
        Subservicing  Fee and the Mortgage  Insurance  Premium Rate accrue.  The
        final  maturity date for any Mortgage Loan shall not be extended  beyond
        the  Maturity  Date.  Also,  the  aggregate  principal  balance  of  all
        Reportable  Modified  Mortgage Loans subject to Servicing  Modifications
        (measured  at the time of the  Servicing  Modification  and after giving
        effect to any Servicing  Modification)  can be no more than five percent
        of the  aggregate  principal  balance  of the  Mortgage  Loans as of the
        Cut-off Date,  unless such limit is increased from time to time with the
        consent  of the MI  Policy  Provider  and each  Rating  Agency  provides
        written  confirmation  that such  increase  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.  In addition,
        any amounts owing on a Mortgage Loan added to the outstanding  principal
        balance of such Mortgage Loan must be fully  amortized  over the term of
        such  Mortgage  Loan,  and such amounts may be added to the  outstanding
        principal  balance of a Mortgage  Loan only once during the life of such
        Mortgage  Loan.  Also,  the  addition of such  amounts  described in the
        preceding  sentence shall be implemented in accordance  with the Program
        Guide  and  may be  implemented  only by  Subservicers  that  have  been
        approved by the Master  Servicer for such purposes.  In connection  with
        any Curtailment of a Mortgage Loan, the Master  Servicer,  to the extent
        not  inconsistent  with the terms of the Mortgage Note and local law and
        practice,  may permit the Mortgage Loan to be re-amortized such that the
        Monthly  Payment is  recalculated  as an amount that will fully amortize
        the remaining  principal  balance thereof by the original  maturity date
        based on the original Mortgage Rate; provided,  that such reamortization
        shall  not be  permitted  if it would  constitute  a  reissuance  of the
        Mortgage Loan for federal income tax purposes.

(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 Monthly Payments due prior to April 1, 2003):

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

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

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

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<PAGE>

(iv)    All proceeds of any Mortgage Loans  purchased  pursuant to Section 2.02,
        2.03,  2.04,  4.07 or 4.08 and all amounts  required to be  deposited in
        connection with the substitution of a Qualified Substitute Mortgage Loan
        pursuant to Section 2.03 or 2.04; and

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

The  foregoing  requirements  for  deposit  in the  Custodial  Account  shall be
exclusive,  it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund  (consisting of Monthly  Payments due before April 1, 2003) and payments or
collections  consisting of late payment  charges or assumption fees may but need
not be deposited by the Master Servicer in the Custodial  Account.  In the event
any  amount  not  required  to be  deposited  in  the  Custodial  Account  is so
deposited,  the Master  Servicer may at any time  withdraw  such amount from the
Custodial  Account,  any provision herein to the contrary  notwithstanding.  The
Custodial  Account  may  contain  funds that  belong to one or more trust  funds
created for mortgage  pass-through  certificates of other series and may contain
other  funds  respecting  payments  on mortgage  loans  belonging  to the Master
Servicer  or   serviced   or  master   serviced  by  it  on  behalf  of  others.
Notwithstanding  such  commingling  of funds,  the  Master  Servicer  shall keep
records that  accurately  reflect the funds on deposit in the Custodial  Account
that have been  identified by it as being  attributable  to the Mortgage  Loans.
With respect to Insurance Proceeds,  Liquidation Proceeds,  REO Proceeds and the
proceeds of the purchase of any Mortgage Loan pursuant to Sections  2.02,  2.03,
2.04,  4.07 and 4.08  received in any calendar  month,  the Master  Servicer may
elect to treat such  amounts as included  in the Group I Available  Distribution
Amount or Group II Available  Distribution  Amount for the Distribution  Date in
the month of receipt,  but is not obligated to do so. If the Master  Servicer so
elects,  such  amounts  will be deemed to have been  received  (and any  related
Realized  Loss  shall be deemed to have  occurred)  on the last day of the month
prior to the receipt thereof.

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

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

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

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


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<PAGE>

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

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

(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,  the Mortgage Insurance Premium, 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,  the Mortgage Insurance Premium, 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


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Proceeds, Liquidation Proceeds or otherwise.

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

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

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

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

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

(ii) to reimburse itself or the related Subservicer for previously  unreimbursed
     Advances,  Servicing  Advances or other  expenses made pursuant to Sections
     3.01, 3.07(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 the related Mortgage Loans  (including,  for
     this purpose,  REO Proceeds,  Insurance Proceeds,  Liquidation Proceeds and
     proceeds  from the purchase of a Mortgage  Loan  pursuant to Section  2.02,
     2.03,  2.04, 4.07 or 4.08) which represent (A) Late  Collections of Monthly
     Payments  for which any such  advance  was made in the case of  Subservicer
     Advances or Advances pursuant to Section 4.04 and (B) 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 a rate per annum equal
     to the Net Mortgage  Rate (or  Modified Net Mortgage  Rate in the case of a
     Modified Mortgage Loan) plus the applicable Mortgage Insurance Premium Rate
     on  the  amount  specified  in the  amortization  schedule  of the  related
     Mortgage  Loan as the  principal  balance  thereof at the  beginning of the
     period  respecting  which such interest was paid after giving effect to any
     previous Curtailments;

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

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<PAGE>

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

(vi)    to pay to itself,  a Subservicer,  a Seller,  Residential  Funding,  the
        Depositor  or any other  appropriate  Person,  as the case may be,  with
        respect to each  Mortgage Loan or property  acquired in respect  thereof
        that has been  purchased  or otherwise  transferred  pursuant to Section
        2.02,  2.03,  2.04, 4.07, 4.08 or 9.01, all amounts received thereon and
        not required to be distributed to  Certificateholders  as of the date on
        which  the  related  Stated  Principal  Balance  or  Purchase  Price  is
        determined;

(vii)   to reimburse  itself or the related  Subservicer for any  Nonrecoverable
        Advance  or  Advances  in  the  manner  and to the  extent  provided  in
        subsection  (c) below,  and any  Advance or  Servicing  Advance  made in
        connection  with a modified  Mortgage Loan that is in default or, in the
        judgment  of the  Master  Servicer,  default is  reasonably  foreseeable
        pursuant to Section 3.07(a),  to the extent the amount of the Advance or
        Servicing  Advance  was added to the  Stated  Principal  Balance  of the
        Mortgage Loan in a prior calendar month;

(viii)  to  reimburse  itself or the  Depositor  for  expenses  incurred  by and
        reimbursable to it or the Depositor  pursuant to Section 3.01(a),  3.11,
        3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing
        any repurchase, substitution or indemnification obligation of any Seller
        (other than the Depositor or an Affiliate of the Depositor)  pursuant to
        the related Seller's Agreement;

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

(x)     to withdraw any amount  deposited in the Custodial  Account that was not
        required to be deposited therein pursuant to Section 3.07, including any
        payoff fees or penalties or any other additional  amounts payable to the
        Master  Servicer or  Subservicer  pursuant to the terms of the  Mortgage
        Note.

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

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

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Section 3.11.  Maintenance of MI Policy and Primary Insurance Coverage.
               -------------------------------------------------------

(a) The Master  Servicer shall not take, or permit any  Subservicer to take, any
action which would result in  noncoverage  under the MI Policy or any applicable
Primary  Insurance  Policy of any loss which,  but for the actions of the Master
Servicer  or  Subservicer,  would have been  covered  thereunder.  To the extent
coverage is  available,  the Master  Servicer  shall keep or cause to be kept in
full force and effect each such Primary  Insurance  Policy  until the  principal
balance of the related Mortgage Loan secured by a Mortgaged  Property is reduced
to 80% or less of the  Appraised  Value  at  origination  in the  case of such a
Mortgage  Loan having a  Loan-to-Value  Ratio at  origination  in excess of 80%,
provided that such Primary  Insurance Policy was in place as of the Cut-off Date
and the Master  Servicer had  knowledge of such Primary  Insurance  Policy.  The
Master  Servicer shall not cancel or refuse to renew any such Primary  Insurance
Policy  applicable  to  a  Nonsubserviced  Mortgage  Loan,  or  consent  to  any
Subservicer  canceling  or refusing to renew any such Primary  Insurance  Policy
applicable to a Mortgage Loan  subserviced  by it, that is in effect at the date
of the initial  issuance of the Certificates and is required to be kept in force
hereunder unless the replacement  Primary  Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying  ability is
acceptable to each Rating Agency for mortgage pass-through certificates having a
rating  equal to or  better  than the  lower of the  then-current  rating or the
rating  assigned  to the  Certificates  as of the  Closing  Date by such  Rating
Agency.  The  Master  Servicer  shall keep or cause to be kept in full force and
effect the MI Policy, except as provided in Section 3.11(c).

(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 MI Policy Provider under
the MI Policy and to the insurer  under any  Primary  Insurance  Policies,  in a
timely manner in accordance with such policies,  and, in this regard, to take or
cause to be taken  such  reasonable  action  as shall  be  necessary  to  permit
recovery  under the MI Policy  and 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 the MI Policy or any
Primary Insurance Policies shall be deposited in the Custodial Account,  subject
to withdrawal  pursuant to Section 3.10. In addition,  the Master Servicer shall
deposit  any  refunds of any  Mortgage  Insurance  Premiums  into the  Custodial
Account for inclusion in the Group I Available  Distribution  Amount or Group II
Available Distribution Amount for the following Distribution Date.

(c) To the  extent  of a MI Policy  Provider  Default,  if the MI Policy  may be
terminated  without payment of any further  premium for such policy,  the Master
Servicer  shall use its best  efforts to replace  such policy with a  substitute
policy at a premium  rate  which is no  greater  than the  premium  rate that is
charged   under  the  MI  Policy  and  with   coverage  for  losses  in  amounts
substantially similar to those under the MI Policy.

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

(a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire
insurance  with  extended  coverage in an amount which is equal to the lesser of
the principal  balance owing on such Mortgage Loan  (together with the principal
balance of any  mortgage  loan  secured by a lien that is senior to the Mortgage
Loan) or 100  percent  of the  insurable  value of the  improvements;  provided,
however,  that such coverage may not be less than the minimum amount required to
fully  compensate  for any loss or damage on a  replacement  cost basis.  To the
extent it may do so without breaching the related  Subservicing  Agreement,  the
Master  Servicer  shall  replace  any  Subservicer  that  does  not  cause  such
insurance, to the extent it is available, to be maintained.  The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of  foreclosure,  of any Mortgage  Loan,  fire  insurance  with extended
coverage in an amount  which is at least equal to the amount  necessary to avoid
the  application  of any  co-insurance  clause  contained in the related  hazard
insurance policy.  Pursuant to Section 3.07, any amounts collected by the Master
Servicer  under any such  policies  (other  than  amounts  to be  applied to the


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<PAGE>

restoration  or  repair of the  related  Mortgaged  Property  or  property  thus
acquired or amounts  released to the  Mortgagor  in  accordance  with the Master
Servicer's  normal  servicing  procedures)  shall be deposited in the  Custodial
Account,  subject to withdrawal  pursuant to Section 3.10.  Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating  monthly  distributions  to  Certificateholders,  be added to the
amount  owing under the  Mortgage  Loan,  notwithstanding  that the terms of the
Mortgage Loan so PERMIT.  Such costs shall be recoverable by the Master Servicer
out of related late payments by the  Mortgagor or out of Insurance  Proceeds and
Liquidation  Proceeds to the extent  permitted by Section 3.10. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or  maintained on property  acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time
be in  force  and as shall  require  such  additional  insurance.  Whenever  the
improvements  securing a Mortgage Loan are located at the time of origination of
such Mortgage  Loan in a federally  designated  special  flood hazard area,  the
Master  Servicer  shall cause flood  insurance  (to the extent  available) to be
maintained in respect thereof.  Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged  Property on a replacement  cost basis and (ii) the maximum amount
of such  insurance  available  for the  related  Mortgaged  Property  under  the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).

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

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

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<PAGE>

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

(a) When any  Mortgaged  Property  is  conveyed  by the  Mortgagor,  the  Master
Servicer or  Subservicer,  to the extent it has  knowledge  of such  conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental  regulations,  but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i)
the  Master  Servicer  shall not be deemed to be in default  under this  Section
3.13(a) by reason of any  transfer or  assumption  which the Master  Servicer is
restricted by law from  preventing;  and (ii) if the Master Servicer  determines
that it is reasonably  likely that any Mortgagor will bring, or if any Mortgagor
does bring,  legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale  clause  contained  in any  Mortgage  Note or  Mortgage,  the Master
Servicer shall not be required to enforce the  due-on-sale  clause or to contest
such action.

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


                                       90
<PAGE>

foregoing,  the  Trustee  shall  execute  any  necessary  instruments  for  such
assumption or substitution of liability as directed by the Master Servicer. Upon
the  closing of the  transactions  contemplated  by such  documents,  the Master
Servicer  shall cause the originals or true and correct copies of the assumption
agreement,  the release  (if any),  or the  modification  or  supplement  to the
Mortgage  Note or Mortgage to be delivered to the Trustee or the  Custodian  and
deposited  with the Mortgage File for such Mortgage  Loan.  Any fee collected by
the Master Servicer or such related  Subservicer for entering into an assumption
or substitution  of liability  agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.

(c) The Master Servicer or the related Subservicer, as the case may be, shall be
entitled  to approve a request  from a  Mortgagor  for a partial  release of the
related  Mortgaged  Property,  the  granting of an easement  thereon in favor of
another Person,  any alteration or demolition of the related Mortgaged  Property
or other  similar  matters  if it has  determined,  exercising  its  good  faith
business  judgment  in the same  manner  as it would if it were the owner of the
related  Mortgage  Loan,  that  the  security  for,  and  the  timely  and  full
collectability  of, such Mortgage Loan would not be adversely  affected  thereby
and that any REMIC  hereunder  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 Date would be
imposed on any REMIC created hereunder as a result thereof. Any fee collected by
the Master  Servicer or the related  Subservicer  for processing  such a request
will be  retained  by the Master  Servicer  or such  Subservicer  as  additional
servicing compensation.

(d) Subject to any other applicable terms and conditions of this Agreement,  the
Trustee and Master  Servicer  shall be entitled to approve an assignment in lieu
of  satisfaction  with respect to any Mortgage  Loan,  provided the obligee with
respect to such Mortgage Loan  following such proposed  assignment  provides the
Trustee and Master  Servicer  with a "Lender  Certification  for  Assignment  of
Mortgage  Loan" in the form attached  hereto as Exhibit M, in form and substance
satisfactory to the Trustee and Master  Servicer,  providing the following:  (i)
that  the  Mortgage  Loan  is  secured  by  Mortgaged   Property  located  in  a
jurisdiction  in which an  assignment  in lieu of  satisfaction  is  required to
preserve lien priority,  minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing  under, the laws of such  jurisdiction;
(ii)  that  the  substance  of the  assignment  is,  and is  intended  to be,  a
refinancing of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the proposed assignment will have a rate of interest
more than the greater of (a) 3% and (b) 5% of the annual yield of the unmodified
Mortgage  Loan,  below or above the rate of interest on such Mortgage Loan prior
to such proposed assignment;  and (iv) that such assignment is at the request of
the borrower under the related  Mortgage Loan. Upon approval of an assignment in
lieu of  satisfaction  with respect to any Mortgage  Loan,  the Master  Servicer
shall  receive  cash in an amount equal to the unpaid  principal  balance of and
accrued  interest on such Mortgage Loan and the Master Servicer shall treat such
amount as a Principal  Prepayment in Full with respect to such Mortgage Loan for
all purposes hereof.

Section 3.14.  Realization Upon Defaulted Mortgage Loans.

(a) The Master  Servicer shall  foreclose upon or otherwise  comparably  convert
(which may include an REO Acquisition) the ownership of properties securing such
of the  Mortgage  Loans as come into and  continue in default and as to which no
satisfactory  arrangements  can be made for  collection of  delinquent  payments
pursuant to Section  3.07.  Alternatively,  the Master  Servicer  may take other
actions in respect of a defaulted Mortgage Loan, which may include (i) accepting
a short sale (a payoff of the  Mortgage  Loan for an amount  less than the total
amount  contractually  owed in  order  to  facilitate  a sale  of the  Mortgaged
Property by the  Mortgagor) or permitting a short  refinancing  (a payoff of the
Mortgage  Loan for an amount less than the total  amount  contractually  owed in
order to facilitate  refinancing  transactions  by the Mortgagor not involving a
sale of the Mortgaged  Property),  (ii)  arranging for a repayment plan or (iii)
agreeing to a modification  in accordance  with Section 3.07. In connection with
such  foreclosure  or other  conversion or action,  the Master  Servicer  shall,
consistent  with Section 3.11,  follow such practices and procedures as it shall
deem  necessary  or  advisable,  as shall be  normal  and  usual in its  general
mortgage  servicing  activities  and as shall be  required or  permitted  by the


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Program  Guide;  provided  that the Master  Servicer  shall not be liable in any
respect  hereunder if the Master  Servicer is acting in connection with any such
foreclosure  or other  conversion or action in a manner that is consistent  with
the provisions of this Agreement.  The Master  Servicer,  however,  shall not be
required  to  expend  its own  funds  or incur  other  reimbursable  charges  in
connection  with  any  foreclosure,   or  attempted  foreclosure  which  is  not
completed, or towards the correction of any default on a related senior mortgage
loan, or towards the  restoration of any property  unless it shall determine (i)
that  such  restoration   and/or  foreclosure  will  increase  the  proceeds  of
liquidation  of the  Mortgage  Loan to  Holders of  Certificates  of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such  expenses  and  charges  will  be  recoverable  to it  through  Liquidation
Proceeds,  Insurance Proceeds,  or REO Proceeds  (respecting which it shall have
priority for purposes of  withdrawals  from the  Custodial  Account  pursuant to
Section 3.10, whether or not such expenses and charges are actually  recoverable
from related Liquidation Proceeds,  Insurance Proceeds or REO Proceeds).  In the
event of such a determination  by the Master  Servicer  pursuant to this Section
3.14(a),  the Master Servicer shall be entitled to reimbursement of its funds so
expended  pursuant to Section 3.10. In addition,  the Master Servicer may pursue
any  remedies  that  may  be  available  in  connection   with  a  breach  of  a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections  2.03 and 2.04.  However,  the Master  Servicer is not required to
continue to pursue both  foreclosure  (or similar  remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation  and
warranty if the Master Servicer determines in its reasonable discretion that one
such  remedy is more likely to result in a greater  recovery as to the  Mortgage
Loan. Upon the occurrence of a Cash  Liquidation or REO  Disposition,  following
the deposit in the  Custodial  Account of all  Insurance  Proceeds,  Liquidation
Proceeds and other  payments and  recoveries  referred to in the  definition  of
"Cash  Liquidation"  or "REO  Disposition,"  as applicable,  upon receipt by the
Trustee of written  notification of such deposit signed by a Servicing  Officer,
the Trustee or any  Custodian,  as the case may be, shall  release to the Master
Servicer the related  Mortgage  File and the Trustee  shall  execute and deliver
such instruments of transfer or assignment  prepared by the Master Servicer,  in
each case without recourse, as shall be necessary to vest in the Master Servicer
or its designee,  as the case may be, the related  Mortgage Loan, and thereafter
such  Mortgage  Loan shall not be part of the Trust  Fund.  Notwithstanding  the
foregoing or any other  provision of this  Agreement,  in the Master  Servicer's
sole discretion  with respect to any defaulted  Mortgage Loan or REO Property as
to either of the following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have  occurred if  substantially  all  amounts  expected by the
Master Servicer to be received in connection with the related defaulted Mortgage
Loan or REO Property have been  received,  and (ii) for purposes of  determining
the amount of any  Liquidation  Proceeds,  Insurance  Proceeds,  REO Proceeds or
other  unscheduled  collections  or the amount of any Realized  Loss, the Master
Servicer may take into account minimal amounts of additional  receipts  expected
to be received or any estimated  additional  liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.

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

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


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Property as soon as practicable,  giving due  consideration  to the interests of
the  Certificateholders,  but in all cases,  within  three full years  after the
taxable  year of its  acquisition  by the Trust  Fund for  purposes  of  Section
860G(a)(8)  of the  Code (or  such  shorter  period  as may be  necessary  under
applicable  state (including any state in which such property is located) law to
maintain the status of each REMIC  hereunder as a REMIC under  applicable  state
law and avoid  taxes  resulting  from such  property  failing to be  foreclosure
property  under  applicable  state law) or, at the  expense  of the Trust  Fund,
request,  more than 60 days  before  the day on which such  grace  period  would
otherwise  expire,  an extension of such grace period unless the Master Servicer
obtains for the Trustee an Opinion of Counsel,  addressed to the Trustee and the
Master  Servicer,  to the effect  that the holding by the Trust Fund of such REO
Property subsequent to such period will not result in the imposition of taxes on
"prohibited  transactions"  as defined in Section  860F of the Code or cause any
REMIC  created  hereunder  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  any  REMIC  hereunder  to the
imposition  of any  federal  income  taxes on the  income  earned  from such REO
Property,  including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master  Servicer has agreed to indemnify  and hold harmless the Trust
Fund with respect to the imposition of any such taxes.

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


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

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

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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) plus the
Mortgage  Insurance  Premium Rate, if applicable,  the Master  Servicer shall be
entitled  to  retain   therefrom  and  to  pay  to  itself  and/or  the  related
Subservicer,  any Foreclosure  Profits and any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.

(b)  Additional  servicing  compensation  in the form of assumption  fees,  late
payment charges,  investment  income on amounts in the Custodial  Account or the
Certificate Account or otherwise shall be retained by the Master Servicer or the
Subservicer  to the  extent  provided  herein,  subject  to  clause  (e)  below.
Prepayment charges shall be deposited into the Certificate  Account and shall be
paid  on  each  Distribution  Date  to the  holders  of  the  related  Class  SB
Certificates.

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

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

(e)  Notwithstanding  clauses  (a)  and  (b)  above,  the  amount  of  servicing
compensation  that the Master  Servicer  shall be  entitled  to receive  for its
activities  hereunder for the period ending on each  Distribution  Date shall be
reduced (but not below zero) by the amount of Compensating Interest (if any) for
such Distribution Date used to cover Prepayment  Interest Shortfalls as provided
below. 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(c),  respectively.  In making such reduction, the Master Servicer shall not
withdraw  from the  Custodial  Account  any such  amount  representing  all or a
portion  of the  Servicing  Fee to  which it is  entitled  pursuant  to  Section
3.10(a)(iii);  and (ii)  shall  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(c).

(f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the
Mortgage Loans will be covered first,  by the Master  Servicer,  but only to the
extent  such  Prepayment  Interest  Shortfalls  do not  exceed  Eligible  Master
Servicing Compensation.

(g) With respect to any Distribution  Date,  Compensating  Interest derived from
Loan  Group I shall be used on such  Distribution  Date,  first,  to  cover  any
Prepayment  Interest  Shortfalls  on the Group I Loans and second,  to cover any
Prepayment Interest Shortfalls on the Group II Loans, but only to the extent not
covered by Compensating Interest derived from Loan Group II. With respect to any


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<PAGE>

Distribution  Date,  Compensating  Interest  derived from Loan Group II shall be
used  on such  Distribution  Date,  first,  to  cover  any  Prepayment  Interest
Shortfalls on the Group II Loans and second,  to cover any  Prepayment  Interest
Shortfalls  on the  Group  I  Loans,  but  only to the  extent  not  covered  by
Compensating Interest derived from Loan Group I.

Section 3.17.  Reports to the Trustee and the Depositor.
               ----------------------------------------

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

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

        The Master  Servicer will deliver to the Depositor and the Trustee on or
before the earlier of (a) March 31 of each year,  beginning with the first March
31 that occurs at least six months after the Cut-off Date or (b) with respect to
any calendar  year during which the  Depositor's  annual  report on Form 10-K is
required  to be filed in  accordance  with the  Exchange  Act and the  rules and
regulations of the Commission,  on or before the date on which the annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, an Officers' Certificate stating, as to
each signer thereof,  that (i) a review of the activities of the Master Servicer
during the preceding  calendar  year related to its servicing of mortgage  loans
and of its  performance  under the pooling and servicing  agreements,  including
this Agreement, has been made under such officers' supervision, (ii) to the best
of such  officers'  knowledge,  based on such  review,  the Master  Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its  material  obligations  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 the  earlier of (a) March 31 of each year,  beginning  with
the first March 31 that occurs at least six months  after the Cut-off  Date,  or
(b) with respect to any calendar year during which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and  regulations  of the  Commission,  on or before  the date on which the
annual  report is required to be filed in  accordance  with the Exchange Act and
the rules and regulations of the Commission,  the Master Servicer at its expense
shall cause a firm of independent public accountants,  which shall be members of
the American Institute of Certified Public  Accountants,  to furnish a report to
the  Depositor  and the Trustee  stating its  opinion  that,  on the basis of an
examination  conducted by such firm  substantially  in accordance with standards


                                       96
<PAGE>

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

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

        The Master Servicer shall afford the Depositor,  upon reasonable notice,
during  normal  business  hours access to all records  maintained  by the Master
Servicer  in  respect  of its rights  and  obligations  hereunder  and access to
officers of the Master Servicer responsible for such obligations.  Upon request,
the Master  Servicer shall furnish the Depositor with its most recent  financial
statements and such other information as the Master Servicer possesses regarding
its business,  affairs,  property and  condition,  financial or  otherwise.  The
Master   Servicer  shall  also  cooperate  with  all  reasonable   requests  for
information  including,  but not limited to, notices, tapes and copies of files,
regarding  itself,  the Mortgage  Loans or the  Certificates  from any Person or
Persons  identified by the Depositor or Residential  Funding.  The Depositor may
enforce the obligation of the Master  Servicer  hereunder and may, but it is not
obligated to, perform or cause a designee to perform,  any defaulted  obligation
of the Master  Servicer  hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its
obligations  hereunder  by virtue of such  performance  by the  Depositor or its
designee. Neither the Depositor nor the Trustee shall have the responsibility or
liability  for any  action or  failure  to act by the  Master  Servicer  and the
Depositor is not obligated to supervise the  performance of the Master  Servicer
under this Agreement or otherwise.

Section 3.21.  The Mortgage Insurance Co-Trustee.
               ---------------------------------

               (a) The  Master  Servicer  and the  Trustee  hereby  appoint  the
Mortgage  Insurance  Co-Trustee to act as  co-trustee as permitted  under and in
accordance  with  Section  8.10  of  this  Agreement.   The  Mortgage  Insurance
Co-Trustee  hereby agrees to act as co-trustee of the Trust Fund for purposes of
accepting  and  holding the MI Policy on behalf of the Trust and to be the named
insured under the MI Policy. The Mortgage Insurance Co-Trustee shall hold the MI
Policy at its Corporate Trust Office. The Mortgage Insurance Co-Trustee shall be
entitled to all of the rights,  protections  and immunities of the Trustee under
Article VIII of this Agreement.

               (b) On each  Distribution  Date, the Trustee shall pay, on behalf
of the  Mortgage  Insurance  Co-Trustee,  the  premium  for the MI Policy out of
amounts on deposit in the  Certificate  Account.  All claims under the MI Policy
shall  be made by the  Master  Servicer  on  behalf  of the  Mortgage  Insurance
Co-Trustee and any funds received by the Master  Servicer with respect to the MI
Policy will be deemed to have been received by the Master  Servicer on behalf of
the  Mortgage  Insurance  Co-Trustee.  Regardless,  any  funds  received  by the
Mortgage  Insurance  Co-Trustee  under the MI Policy  shall be  remitted  to the
Trustee within two Business Days for deposit to the Certificate Account.

               (c) In the event of a MI  Policy  Provider  Default  under the MI
Policy,  the MI Policy  Provider  shall be terminated by the Mortgage  Insurance
Co-Trustee on behalf of the Trust only if the Mortgage  Insurance  Co-Trustee is
so directed by the Master Servicer.

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<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

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

(a) The Master  Servicer  acting as agent of the  Trustee  shall  establish  and
maintain a Certificate  Account in which the Master  Servicer  shall cause to be
deposited  on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount  equal to the sum of (i) any  Advance for the  immediately  succeeding
Distribution  Date,  (ii) any amount required to be deposited in the Certificate
Account pursuant to Section  3.12(a),  (iii) any amount required to be deposited
in the Certificate  Account pursuant to Section 3.16(e),  4.07 or 4.08, (iv) any
amount  required to be paid pursuant to Section 9.01, (v) an amount equal to the
Mortgage  Insurance  Premium  payable on such  Distribution  Date and (vi) other
amounts  constituting  the  Group I  Available  Distribution  Amount or Group II
Available Distribution Amount for the immediately succeeding Distribution Date.

(b) On each Distribution Date, prior to making any other distributions  referred
to in Section 4.02  herein,  the Trustee  shall  withdraw  from the  Certificate
Account  and pay to the MI Policy  Provider,  by wire  transfer  of  immediately
available funds, the Mortgage Insurance Premium for such Distribution Date.

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

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

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

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

(i)  to the extent of the Group I Available Distribution Amounts,  first, (A) to
     the Holders of REMIC III Regular  Interests  LTB, in an amount equal to (x)
     the  Uncertificated  Accrued Interest for such Distribution  Date, plus (y)
     any amounts in respect thereof remaining unpaid from previous  Distribution
     Dates and (B) to the Holders of the REMIC III Regular  Interests  LTB,  any
     prepayment  charges  received  on the  Mortgage  Loans  during the  related
     Prepayment Period; and second, to Holders of REMIC III Regular Interest LTA
     in an amount  equal to (A) the  Uncertificated  Accrued  Interest  for such
     Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
     from previous Distribution Dates; and

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

                             (A) to the  Holders of REMIC III  Regular  Interest
                      LTA, until the  Uncertificated  Principal Balance of REMIC
                      III Regular Interest LTA is reduced to zero;

                             (B) to the Holders of REMIC III  Regular  Interests
                      LTB   sequentially   in  the  order  of  their   numerical
                      designation, until the Uncertificated Principal Balance of
                      each successive  REMIC III Regular Interest LTB is reduced
                      to zero; and

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

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

(i)  first, (A) to the extent of the Group I Available  Distribution  Amount and
     Group II Available  Distribution Amount, to the Holders of REMIC IV Regular
     Interests  LTA-IO, in an amount equal to (x) their  Uncertificated  Accrued
     Interest  for such  Distribution  Date,  plus (y) any  amounts  in  respect
     thereof remaining unpaid from previous  Distribution Dates and (B) pro rata
     to the Holders of the REMIC IV Regular  Interests  LTA-IO,  any  prepayment
     charges  received  on the  Mortgage  Loans  during the  related  Prepayment
     Period;  and second,  (2) to the Holders of REMIC IV Regular  Interest LT1,
     REMIC IV Regular  Interest LT2,  REMIC IV Regular  Interest  LT3,  REMIC IV
     Regular  Interest  LT4,  REMIC IV Regular  Interest  LT5,  REMIC IV Regular
     Interest LT6, REMIC IV Regular  Interest LT7 and REMIC IV Regular  Interest
     LT8,  pro rata,  in an amount  equal to (A)  their  Uncertificated  Accrued
     Interest  for such  Distribution  Date,  plus (B) any  amounts  in  respect
     thereof remaining unpaid from previous Distribution Dates; and

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

                             (A) to the Holders of the REMIC IV Regular Interest
                      LT2,  REMIC IV  Regular  Interest  LT3,  REMIC IV  Regular
                      Interest  LT4,  REMIC IV Regular  Interest  LT5,  REMIC IV
                      Regular  Interest LT6,  REMIC IV Regular  Interest LT7 and
                      REMIC IV Regular Interest LT8, their respective  Principal
                      Distribution Amounts;

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<PAGE>

                             (B) to the Holders of the REMIC IV Regular Interest
                       LT1 any  remainder  until  the  Uncertificated  Principal
                       Balance thereof is reduced to zero;

                             (C) any  remainder  to the  Holders of the REMIC IV
                       Regular  Interest  LT2,  REMIC IV Regular  Interest  LT3,
                       REMIC IV Regular  Interest LT4, REMIC IV Regular Interest
                       LT5,  REMIC IV  Regular  Interest  LT6,  REMIC IV Regular
                       Interest LT7 and REMIC IV Regular  Interest LT8, pro rata
                       according to their  respective  Uncertificated  Principal
                       Balances  as reduced  by the  distributions  deemed  made
                       pursuant   to   (i)   above,   until   their   respective
                       Uncertificated  Principal  Balances  are reduced to zero;
                       and

                             (D) any  remaining  amounts  to the  Holders of the
                       Class R-IV Certificates.

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

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

(i)     to the Class A-I  Certificateholders  from the  amount,  if any,  of the
        Group I Available  Distribution  Amount, the related Accrued Certificate
        Interest payable on such  Certificates with respect to such Distribution
        Date, plus any related Accrued  Certificate  Interest  remaining  unpaid
        from any prior Distribution Date;

(ii)    to the Class M-I-1  Certificateholders  from the amount,  if any, of the
        Group I Available  Distribution  Amount, the related Accrued Certificate
        Interest payable on such  Certificates with respect to such Distribution
        Date, plus any related Accrued  Certificate  Interest  remaining  unpaid
        from any prior Distribution Date;

(iii)   to the Class M-I-2  Certificateholders  from the amount,  if any, of the
        Group I Available  Distribution  Amount, the related Accrued Certificate
        Interest payable on such  Certificates with respect to such Distribution
        Date, plus any related Accrued  Certificate  Interest  remaining  unpaid
        from any prior Distribution Date;

(iv)    to the Class M-I-3  Certificateholders  from the amount,  if any, of the
        Group I Available  Distribution  Amount, the related Accrued Certificate
        Interest payable on such  Certificates with respect to such Distribution
        Date, plus any related Accrued  Certificate  Interest  remaining  unpaid
        from any prior Distribution Date;

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<PAGE>

(v)     to the  Class  A-I  Certificateholders  (other  than  the  Class  A-I-IO
        Certificateholders)  and the Class M-I  Certificateholders,  the Group I
        Principal  Distribution  Amount  (other  than the amounts  described  in
        clauses (b)(iv) and (v) of the definition  thereof),  which amount shall
        be allocated  in the manner and  priority  set forth in Section  4.02(e)
        below, until the aggregate  Certificate  Principal Balance of each Class
        of Class A-I Certificates and Class M-I Certificates has been reduced to
        zero;

(vi)    to the  Class  A-I  Certificateholders  (other  than  the  Class  A-I-IO
        Certificateholders) and the Class M-I Certificateholders, from the Group
        I Excess Cash Flow,  an amount equal to the Realized  Losses (other than
        Excess Losses) on the Group I Loans during the immediately preceding Due
        Period,  which  amount  shall  be  included  in the  Group  I  Principal
        Distribution  Amount and  allocated in the manner and priority set forth
        in Section  4.02(e)  below  until the  aggregate  Certificate  Principal
        Balance  of  each  Class  of  Class  A-I   Certificates  and  Class  M-I
        Certificates has been reduced to zero;

(vii)to the Class A-II  Certificateholders  and Class  M-II  Certificateholders,
     from  the  Group  I  Excess  Cash  Flow   remaining   after  the  foregoing
     distributions,  an amount equal to the Realized  Losses  (other than Excess
     Losses) on the Group II Loans during the immediately  preceding Due Period,
     to the extent not covered by distributions of the Group II Excess Cash Flow
     on such  Distribution  Date, which amount shall be included in the Group II
     Principal  Distribution Amount and allocated in the manner and priority set
     forth in Section 4.02(f) below, until the aggregate  Certificate  Principal
     Balance  of  each  Class  of  Class  A-II   Certificates   and  Class  M-II
     Certificates has been reduced to zero;

(viii)  to the  Class  A-I  Certificateholders  (other  than  the  Class  A-I-IO
        Certificateholders)  and the  Class  M-I  Certificateholders,  from  the
        amount,  if any,  of the Group I Excess  Cash Flow  remaining  after the
        foregoing  distributions,  the  Group I  Overcollateralization  Increase
        Amount,  which  amount  shall  be  included  in the  Group  I  Principal
        Distribution  Amount and  allocated in the manner and priority set forth
        in Section  4.02(e)  below,  until the aggregate  Certificate  Principal
        Balance  of  each  Class  of  Class  A-I   Certificates  and  Class  M-I
        Certificates has been reduced to zero;

(ix) to the Class A-II  Certificateholders  and Class  M-II  Certificateholders,
     from the amount,  if any, of the Group I Excess Cash Flow  remaining  after
     the foregoing distributions,  the Group II  Overcollateralization  Increase
     Amount  for  such   Distribution   Date,  to  the  extent  not  covered  by
     distributions of the Group II Excess Cash Flow on such  Distribution  Date,
     which  amount  shall be  included  in the Group II  Principal  Distribution
     Amount  and  allocated  in the  manner  and  priority  set forth in Section
     4.02(f) below,  until the aggregate  Certificate  Principal Balance of each
     Class of Class  A-II  Certificates  and Class  M-II  Certificates  has been
     reduced to zero;

(x)     to the Class  A-I  Certificateholders  and Class M-I  Certificateholders
        from the amount, if any, of the Group I Excess Cash Flow remaining after
        the  foregoing  distributions,  the  amount  of any  related  Prepayment
        Interest  Shortfalls  with  respect  to  the  Group  I  Loans  for  that
        Distribution Date, to the extent not covered by Compensating Interest on
        such Distribution Date, which amount shall be allocated to the Class A-I
        Certificateholders and Class M-I Certificateholders on a pro rata basis,
        based on the amount of Accrued  Certificate  Interest  thereon  for such
        Distribution Date;

(xi) to the Class A-II  Certificateholders and the Class M-II Certificateholders
     from the amount,  if any, of the Group I Excess Cash Flow  remaining  after


                                      101
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     the foregoing distributions,  the amount of any related Prepayment Interest
     Shortfalls with respect to the Group II Loans for that  Distribution  Date,
     to the extent not covered by Compensating Interest and distributions of the
     Group II Excess Cash Flow on such Distribution  Date, which amount shall be
     allocated  to  the  Class  A-II   Certificateholders  and  the  Class  M-II
     Certificateholders  on a pro rata  basis,  based on the  amount of  Accrued
     Certificate Interest thereon for such Distribution Date;

(xii)   to  the   Class  A-I   Certificateholders   and  the   Certificate   M-I
        Certificateholders  from the amount,  if any, of the Group I Excess Cash
        Flow  remaining  after the  foregoing  distributions,  the amount of any
        Prepayment Interest  Shortfalls  allocated thereto remaining unpaid from
        prior  Distribution  Dates together with interest thereon at the related
        Pass-Through  Rates,  which  amount  shall be allocated to the Class A-I
        Certificateholders  and the Class M-I  Certificateholders  on a pro rata
        basis, based on the amount of Prepayment Interest  Shortfalls  remaining
        unpaid;

(xiii)  to   the   Class   A-II    Certificateholders   and   the   Class   M-II
        Certificateholders  from the amount,  if any, of the Group I Excess Cash
        Flow  remaining  after the  foregoing  distributions,  the amount of any
        Prepayment Interest  Shortfalls  allocated thereto remaining unpaid from
        prior  Distribution  Dates together with interest thereon at the related
        Pass-Through  Rates, to the extent not covered by  distributions  of the
        Group II Excess Cash Flow on such Distribution  Date, which amount shall
        be  allocated  to the Class A-II  Certificateholders  and the Class M-II
        Certificateholders  on  a  pro  rata  basis,  based  on  the  amount  of
        Prepayment  Interest  Shortfalls  remaining  unpaid,  to the  extent not
        covered by the Group II Excess Cash Flow on such Distribution Date;

(xiv)to the Class A-I  Certificateholders  and the Class M-I  Certificateholders
     from the  amount,  if any,  Group I Excess  Cash Flow  remaining  after the
     foregoing  distributions,  the amount of any Group I Net WAC Cap  Shortfall
     Carry-Forward Amount on such Certificates,  which amount shall be allocated
     first, to the Class A-I  Certificateholders  on a pro rata basis,  based on
     their  respective Group I Net WAC Cap Shortfall  Carry-Forward  Amounts for
     such  Distribution  Date,  and  then  sequentially,   to  the  Class  M-I-1
     Certificateholders,   Class  M-I-2   Certificateholders   and  Class  M-I-3
     Certificateholders, in that order;

(xv) to the Class A-II  Certificateholders and the Class M-II Certificateholders
     from the  amount,  if any,  Group I Excess  Cash Flow  remaining  after the
     foregoing  distributions,  the amount of any Group II Basis Risk  Shortfall
     Carry-Forward  Amount on such  Certificates  to the extent  not  covered by
     distributions of the Group II Excess Cash Flow or the Hedge Payment on such
     Distribution Date, which amount shall be allocated first, to the Class A-II
     Certificateholders  on a pro rata basis, based on their respective Group II
     Basis Risk Shortfall  Carry-Forward Amounts for such Distribution Date, and
     then  sequentially,  to the Class M-II-1  Certificateholders,  Class M-II-2
     Certificateholders and Class M-II-3 Certificateholders, in that order;

(xvi)   to the  Depositor,  for any amounts  advanced  with  respect to Mortgage
        Insurance  Premium Taxes Reserve Fund Deposit,  from the amount, if any,
        of Group I Excess Cash Flow remaining after the foregoing distributions;

(xvii)  to the Class SB-I  Certificates,  (A) from the  amount,  if any,  of the
        Group I Excess Cash Flow  remaining  after the foregoing  distributions,
        the sum of (I) Accrued Certificate Interest thereon,  (II) the amount of
        any related Overcollateralization Reduction Amount for such Distribution
        Date and (III) for any Distribution Date after the Certificate Principal
        Balance of each Class of Class A  Certificates  and Class M Certificates
        has been reduced to zero, the Group I Overcollateralization  Amount, and
        (B) from prepayment charges on deposit in the Certificate  Account,  any
        prepayment  charges  received on the  Mortgage  Loans during the related
        Prepayment Period; and

                                      102
<PAGE>

(xviii) to the Class R-V Certificateholders, the balance, if any, of the Group I
        Excess Cash Flow.
(d)     On each  Distribution  Date (x) the  Master  Servicer  on  behalf of the
        Trustee  or  (y)  the  Paying  Agent  appointed  by the  Trustee,  shall
        distribute  to each  Certificateholder  of record on the next  preceding
        Record Date (other than as provided in Section 9.01 respecting the final
        distribution) either in immediately available funds (by wire transfer or
        otherwise) to the account of such  Certificateholder  at a bank or other
        entity having appropriate facilities therefor, if such Certificateholder
        has so notified the Master Servicer or the Paying Agent, as the case may
        be,  or,  if such  Certificateholder  has  not so  notified  the  Master
        Servicer or the Paying Agent by the Record Date, by check mailed to such
        Certificateholder  at  the  address  of  such  Holder  appearing  in the
        Certificate  Register such  Certificateholder's  share (which share with
        respect to each Class of  Certificates,  shall be based on the aggregate
        of  the  Percentage   Interests   represented  by  Certificates  of  the
        applicable Class held by such Holder of the following  amounts),  in the
        following order of priority,  in each case to the extent of the Group II
        Available Distribution Amount on deposit in the Certificate Account (or,
        with  respect  to clause  (xv)(B)  below,  to the  extent of  prepayment
        charges on deposit in the Certificate Account):

(i)     the related  Group II Interest  Remittance  Amount  payable on the Class
        A-II  Certificates and the Class M-II  Certificates with respect to such
        Distribution  Date, plus any related  amounts  accrued  pursuant to this
        clause (i) but remaining unpaid from any prior  Distribution Date, being
        paid from and in reduction of the Group II Available Distribution Amount
        in the following order of priority:

                      (A) first, to the Class A-II  Certificateholders  on a pro
               rata basis, based upon the amount of Group II Interest Remittance
               Amount due thereon;

                      (B) second, to the Class M-II-1 Certificateholders;

                      (C) third, to the Class M-II-2 Certificateholders; and

                      (D) fourth, to the Class M-II-3 Certificateholders;

(ii)    to   the   Class   A-II    Certificateholders   and   the   Class   M-II
        Certificateholders,  the related Accrued Certificate  Interest in excess
        of the related Group II Interest  Remittance Amount on a pro rata basis,
        based upon the amount of the  related  Accrued  Certificate  Interest in
        excess of the related Group II Interest  Remittance  Amount due thereon,
        being  paid  from  and  in  reduction  of the  Hedge  Payment  for  such
        Distribution Date;

(iii)          to  the  Class  A-II   Certificateholders   and  the  Class  M-II
               Certificateholders,  the Group II Principal  Distribution  Amount
               (other than the amounts  described in clauses  (b)(iv) and (v) of
               the definition  thereof),  which amount shall be allocated in the
               manner and priority set forth in Section 4.02(f) below, until the
               aggregate  Certificate  Principal  Balance of each Class of Class
               A-II Certificates and Class M-II Certificates has been reduced to
               zero;

(iv) to the Class A-II Certificateholders and the Class M-II Certificateholders,
     from  the  Group  II  Excess  Cash  Flow  remaining   after  the  foregoing
     distributions,  an amount equal to the Realized  Losses  (other than Excess
     Losses) on the Group II Loans during the immediately  preceding Due Period,
     which  amount  shall be  included  in the Group II  Principal  Distribution
     Amount  and  allocated  in the  manner  and  priority  set forth in Section
     4.02(f) below,  until the aggregate  Certificate  Principal Balance of each
     Class of Class  A-II  Certificates  and Class  M-II  Certificates  has been
     reduced to zero;

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<PAGE>

(v)  to  the  Class  A-I   Certificateholders   (other  than  the  Class  A-I-IO
     Certificateholders) and the Class M-I Certificateholders, from the Group II
     Excess Cash Flow, an amount equal to the Realized Losses (other than Excess
     Losses) on the Group I Loans during the  immediately  preceding Due Period,
     to the extent not covered by  distributions of the Group I Excess Cash Flow
     on such  Distribution  Date,  which amount shall be included in the Group I
     Principal  Distribution Amount and allocated in the manner and priority set
     forth in Section 4.02(e) below, until the aggregate  Certificate  Principal
     Balance of each Class of Class A-I  Certificates and Class M-I Certificates
     has been reduced to zero;;

(vi) to the Class A-II Certificateholders and the Class M-II Certificateholders,
     from the amount,  if any, of the Group II Excess Cash Flow remaining  after
     the foregoing distributions,  the Group II  Overcollateralization  Increase
     Amount,   which  amount  shall  be  included  in  the  Group  II  Principal
     Distribution  Amount and  allocated in the manner and priority set forth in
     Section 4.02(f) below, until the aggregate Certificate Principal Balance of
     each Class of Class A-II  Certificates and Class M-II Certificates has been
     reduced to zero;

(vii)to  the  Class  A-I   Certificateholders   (other  than  the  Class  A-I-IO
     Certificateholders) and the Class M-I Certificateholders,  from the amount,
     if any,  of the Group II Excess  Cash Flow  remaining  after the  foregoing
     distributions,  the Group I Overcollateralization  Increase Amount for such
     Distribution  Date, to the extent not covered by distributions of the Group
     I  Excess  Cash  Flow on such  Distribution  Date,  which  amount  shall be
     included in the Group I Principal  Distribution Amount and allocated in the
     manner and priority set forth in Section 4.02(e) below, until the aggregate
     Certificate  Principal  Balance of each Class of Class A-I Certificates and
     Class M-I Certificates has been reduced to zero;

(viii)   to   the   Class   A-II   Certificateholders   and   the   Class   M-II
     Certificateholders  from the  amount,  if any,  of the Group II Excess Cash
     Flow remaining after the foregoing distributions, the amount of any related
     Prepayment  Interest Shortfalls with respect to the Group II Loans for that
     Distribution  Date, to the extent not covered by  Compensating  Interest on
     such  Distribution  Date, which amount shall be allocated to the Class A-II
     Certificateholders  and the  Class  M-II  Certificateholders  on a pro rata
     basis, based on the amount of Accrued Certificate Interest thereon for such
     Distribution Date;

(ix) to the Class A-I  Certificateholders  and the Class M-I  Certificateholders
     from the amount,  if any, of the Group II Excess Cash Flow remaining  after
     the foregoing distributions,  the amount of any related Prepayment Interest
     Shortfalls with respect to the Group I Loans for that Distribution Date, to
     the extent not covered by Compensating  Interest and  distributions  of the
     Group I Excess Cash Flow on such  Distribution  Date, which amount shall be
     allocated   to   the   Class   A-I   Certificateholders   and   Class   M-I
     Certificateholders  on a pro rata  basis,  based on the  amount of  Accrued
     Certificate Interest thereon for such Distribution Date;

(x)  to the Class A-II  Certificateholders and the Class M-II Certificateholders
     from the amount,  if any, of the Group II Excess Cash Flow remaining  after
     the  foregoing  distributions,   the  amount  of  any  Prepayment  Interest
     Shortfalls allocated thereto remaining unpaid from prior Distribution Dates
     together with interest  thereon at the related  Pass-Through  Rates,  which
     amount  shall be  allocated  to the Class A-II  Certificateholders  and the
     Class M-II  Certificateholders  on a pro rata basis, based on the amount of
     Prepayment Interest Shortfalls remaining unpaid;

                                      104
<PAGE>

(xi) to the Class A-I  Certificateholders  and the Class M-I  Certificateholders
     from the amount,  if any, of the Group II Excess Cash Flow remaining  after
     the  foregoing  distributions,   the  amount  of  any  Prepayment  Interest
     Shortfalls allocated thereto remaining unpaid from prior Distribution Dates
     together with interest  thereon at the related  Pass-Through  Rates, to the
     extent not covered by distributions of the Group I Excess Cash Flow on such
     Distribution  Date,  which  amount  shall be  allocated  to the  Class  A-I
     Certificateholders  and the  Class  M-I  Certificateholders  on a pro  rata
     basis,  based on the amount of  Prepayment  Interest  Shortfalls  remaining
     unpaid;

(xii)to the Class A-II  Certificateholders and the Class M-II Certificateholders
     from the  amount,  if any,  Group II Excess Cash Flow  remaining  after the
     foregoing  distributions,  the amount of any Group II Basis Risk  Shortfall
     Carry-Forward  Amount on such Certificates to the extent not covered by the
     Hedge Payment on such  Distribution  Date,  which amount shall be allocated
     first, to the Class A-II  Certificateholders  on a pro rata basis, based on
     their  respective Group II Basis Risk Shortfall  Carry-Forward  Amounts for
     such  Distribution  Date,  and  then  sequentially,  to  the  Class  M-II-1
     Certificateholders,   Class  M-II-2  Certificateholders  and  Class  M-II-3
     Certificateholders, in that order;

(xiii) to the Class A-I  Certificateholders and the Class M-I Certificateholders
     from the  amount,  if any,  Group II Excess Cash Flow  remaining  after the
     foregoing  distributions,  the amount of any Group I Net WAC Cap  Shortfall
     Carry-Forward  Amount on such  Certificates,  to the extent not  covered by
     distributions  of the Group I Excess Cash Flow on such  Distribution  Date,
     which amount shall be allocated first, to the Class A-I  Certificateholders
     on a pro  rata  basis,  based  on  their  respective  Group  I Net  WAC Cap
     Shortfall  Carry-Forward  Amounts  for  such  Distribution  Date,  and then
     sequentially,   to  the  Class   M-I-1   Certificateholders,   Class  M-I-2
     Certificateholders and Class M-I-3 Certificateholders, in that order;

(xiv)to the  Depositor,  for any  amounts  advanced  with  respect  to  Mortgage
     Insurance  Premium Taxes Reserve Fund Deposit,  from the amount, if any, of
     Group II Excess Cash Flow remaining after the foregoing distributions;

(xv) to the Class SB-II Certificates,  (A) from the amount, if any, of the Group
     II Excess Cash Flow remaining after the foregoing distributions, the sum of
     (I) Accrued  Certificate  Interest thereon,  (II) the amount of any related
     Overcollateralization  Reduction Amount for such  Distribution  Date, (III)
     the amount of any Hedge Shortfall Amount for such  Distribution  Date, (IV)
     the  amount  of  any  Hedge   Shortfall   Carry-Forward   Amount  for  such
     Distribution  Date and (V) for any Distribution  Date after the Certificate
     Principal  Balance of each Class of Class A-II  Certificates and Class M-II
     Certificates  has been reduced to zero, the Group II  Overcollateralization
     Amount, (B) from prepayment charges on deposit in the Certificate  Account,
     any  prepayment  charges  received on the Group II Loans during the related
     Prepayment  Period and (C) from the Hedge  Payment,  if any,  the amount of
     such Hedge Payment remaining after the foregoing distributions; and

(xvi)to the Class R-V  Certificateholders,  the balance, if any, of the Group II
     Excess Cash Flow.

(e)            The Group I Principal  Distribution  Amount  payable to the Class
               A-I Certificateholders and Class M-I Certificateholders  shall be
               distributed as follows:

(i)            first,  the  Class A-I  Principal  Distribution  Amount  shall be
               distributed as follows:

                                      105
<PAGE>

(A)            first, to the to the Class A-I-6 Certificates, an amount equal to
               the Class A-I-6 Lockout Distribution Amount for that Distribution
               Date, until the Certificate  Principal Balance of the Class A-I-6
               Certificates has been reduced to zero; and

(B)            second,  to the Class  A-I-1,  Class A-I-2,  Class  A-I-3,  Class
               A-I-4, Class A-I-5 and Class A-I-6  Certificates,  in that order,
               in each case until the Certificate  Principal Balance thereof has
               been reduced to zero.

(ii)           second,  the Class M-I-1 Principal  Distribution  Amount shall be
               distributed to the Class M-I-1 Certificates until the Certificate
               Principal Balance thereof has been reduced to zero;

(iii)          third,  the Class M-I-2  Principal  Distribution  Amount shall be
               distributed to the Class M-I-2 Certificates until the Certificate
               Principal Balance thereof has been reduced to zero;

(iv)           fourth,  the Class M-I-3 Principal  Distribution  Amount shall be
               distributed to the Class M-I-3 Certificates until the Certificate
               Principal Balance thereof has been reduced to zero;

(f)            The Group II Principal  Distribution  Amount payable to the Class
               A-II  Certificateholders  and the Class  M-II  Certificateholders
               shall be distributed as follows:

(i)            first,  the Class A-II  Principal  Distribution  Amount  shall be
               distributed as follows:

(A)            first,  concurrently,  the Class  A-II-A  Principal  Distribution
               Amount  will be  distributed  to the Class  A-II-A  Certificates,
               until the  Certificate  Principal  Balance  of the  Class  A-II-A
               Certificates  has been  reduced  to zero,  and the  Class  A-II-B
               Principal  Distribution  Amount will be  distributed to the Class
               A-II-B Certificates,  until the Certificate  Principal Balance of
               the Class A-II-B Certificates has been reduced to zero; and

(B)            second,  any remaining Class A-II Principal  Distribution  Amount
               will  be  distributed  to  the  remaining  class  of  Class  A-II
               Certificates,  until the  Certificate  Principal  Balance of that
               class of Class A-II Certificates has been reduced to zero.

(ii)           second, the Class M-II-1 Principal  Distribution  Amount shall be
               distributed   to  the  Class   M-II-1   Certificates   until  the
               Certificate Principal Balance thereof has been reduced to zero;

(iii)          third,  the Class M-II-2 Principal  Distribution  Amount shall be
               distributed   to  the  Class   M-II-2   Certificates   until  the
               Certificate  Principal  Balance thereof has been reduced to zero;
               and

(iv)           fourth, the Class M-II-3 Principal  Distribution  Amount shall be
               distributed   to  the  Class   M-II-3   Certificates   until  the
               Certificate Principal Balance thereof has been reduced to zero.

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<PAGE>

(g)            Notwithstanding the foregoing clauses (c), (d), (e) and (f), upon
               the reduction of the Certificate  Principal Balance of a Class of
               Class A Certificates  or Class M Certificates to zero, such Class
               of  Certificates  will not be entitled  to further  distributions
               pursuant to Section  4.02,  including,  without  limitation,  the
               payment  of  current   and   unreimbursed   Prepayment   Interest
               Shortfalls pursuant to clauses (c)(x), (xi), (xii) and (xiii) and
               (d)(viii), (ix), (x), and (xi), the Group I Net WAC Cap Shortfall
               Carry-Forward  Amount pursuant to clauses  (c)(xiv) and (d)(xiii)
               and the  Group  II  Basis  Risk  Shortfall  Carry-Forward  Amount
               pursuant to clauses (c)(xv) and (d)(xii).

(h)            In addition to the foregoing  distributions,  with respect to any
               Mortgage  Loan  that  was   previously  the  subject  of  a  Cash
               Liquidation  or an REO  Disposition  that  resulted in a Realized
               Loss,  in the event  that  within  two years of the date on which
               such  Realized  Loss was  determined  to have occurred the Master
               Servicer  receives  amounts which the Master Servicer  reasonably
               believes to represent  subsequent  recoveries (net of any related
               liquidation  expenses),  or  determines  that  it  holds  surplus
               amounts   previously   reserved  to  cover   estimated   expenses
               specifically  related to such Mortgage Loan  (including,  but not
               limited to, recoveries (net of any related liquidation  expenses)
               in  respect of the  representations  and  warranties  made by the
               related Seller  pursuant to the applicable  Seller's  Agreement),
               the Master  Servicer  shall  include such  amounts as  additional
               Liquidation Proceeds and distribute such amounts accordingly.

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

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

Section               4.03.  Statements  to  Certificateholders;  Statements  to
                      Rating Agencies; Exchange Act Reporting.

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


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<PAGE>

        obtained by any  Certificateholder  by telephoning  the Trustee at (877)
        722-1095) to each Holder and the Depositor a statement setting forth the
        following information as to each Class of Certificates,  in each case to
        the extent applicable:

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

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

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

(iv)    the amount of any  Advance by the Master  Servicer  with  respect to the
        Group I Loans and Group II Loans pursuant to Section 4.04;

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

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

(vii)on the basis of the most recent  reports  furnished to it by  Subservicers,
     (a) the number and aggregate  principal balances of Group I Loans and Group
     II Loans that are  Delinquent  (1) 30-59 days, (2) 60-89 days and (3) 90 or
     more days and the number and aggregate  principal  balance of Group I Loans
     and Group II Loans that are in  foreclosure,  (b) the number and  aggregate
     principal  balances of the Group I Loans,  Group II Loans and the  Mortgage
     Loans in the aggregate that are Reportable Modified Mortgage Loans that are
     in foreclosure  and are REO Property,  indicating in each case  capitalized
     Mortgage Loans,  other Servicing  Modifications and totals, and (c) for all
     Reportable  Modified  Mortgage  Loans,  the number and aggregate  principal
     balances of the Group I Loans, Group II Loans and the Mortgage Loans in the
     aggregate that have been liquidated,  the subject of pay-offs and that have
     been repurchased by the Master Servicer or Seller;

(viii)  the  number,  aggregate  principal  balance  and  book  value of any REO
        Properties with respect to the Group I Loans and Group II Loans;

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

(x)     the  aggregate  amount of Realized  Losses  with  respect to the Group I
        Loans and Group II Loans for such  Distribution  Date and the  aggregate
        amount of Realized Losses with respect to the Group I Loans and Group II
        Loans incurred since the Cut-off Date;

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

                                      108
<PAGE>

(xii)with  respect to the related Due Period,  (i) the number of Mortgage  Loans
     for which a payment was made by the MI Policy  Provider under the MI Policy
     since the Closing Date and the aggregate amount of any such payments,  (ii)
     the number of Mortgage Loans for which a claim has been presented to the MI
     Policy  Provider  under  the MI  Policy  since  the  Closing  Date  and the
     aggregate  amount of any such outstanding  claims,  and (iii) the number of
     Mortgage  Loans for which a claim was  presented to the MI Policy  Provider
     under the MI Policy since the Closing Date which claim was denied by the MI
     Policy Provider and the aggregate amount of any such denied claims;

(xiii)  the Pass-Through Rate on each Class of Certificates, the Group I Net WAC
        Cap Rate and Group II Net WAC Cap Rate and the Group II Weighted Average
        Maximum Net Mortgage Rate;

(xiv)   the  Group II Basis  Risk  Shortfall,  Group  II  Basis  Risk  Shortfall
        Carry-Forward Amount, the Group I Net WAC Cap Shortfall, the Group I Net
        WAC Cap  Shortfall  Carry-Forward  Amount,  Group I Prepayment  Interest
        Shortfalls and Group II Prepayment Interest Shortfalls;

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

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

(xvii)  the aggregate amount of any recoveries with respect to the Group I Loans
        and  Group II Loans on  previously  foreclosed  loans  from  Residential
        Funding due to a breach of representation or warranty;

(xviii) the weighted average  remaining term to maturity of the Group I Loans or
        Group II Loans after giving  effect to the amounts  distributed  on such
        Distribution Date;

(xix)   the  weighted  average  Mortgage  Rates of the Group I Loans or Group II
        Loans  after  giving   effect  to  the  amounts   distributed   on  such
        Distribution Date;

(xx)    the amount,  if any,  required to be paid under the Hedge  Agreement for
        such Distribution Date and any shortfall in amounts previously  required
        to be paid under the Hedge Agreement for prior Distribution Dates; and

(xxi)   the  occurrence of the Group I Stepdown Date and Group II Stepdown Date,
        and the aggregate  amount of Realized  Losses since the Cut-off Date for
        the Group I Loans and Group II Loans.

                                      109
<PAGE>

        In the case of  information  furnished  pursuant to clauses (i) and (ii)
above,  the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a),  the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the  Certificates,  upon reasonable
request,  such additional  information as is reasonably obtainable by the Master
Servicer at no additional  expense to the Master Servicer.  Also, at the request
of a Rating Agency,  the Master Servicer shall provide the information  relating
to the Reportable  Modified  Mortgage Loans  substantially  in the form attached
hereto as Exhibit U to such Rating  Agency  within a reasonable  period of time;
provided,  however,  that the Master  Servicer  shall not be required to provide
such information more than four times in a calendar year to any Rating Agency.

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

(c) Within a reasonable  period of time after the end of each calendar year, the
Master  Servicer shall prepare,  or cause to be prepared,  and the Trustee shall
forward,  or cause to be  forwarded,  to each  Person who at any time during the
calendar year was the Holder of a 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
and forwarded by the Trustee pursuant to any requirements of the Code.

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

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

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<PAGE>

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

(a) Prior to the close of  business on the  Business  Day next  succeeding  each
Determination Date, the Master Servicer shall furnish a written statement (which
may be in a mutually  agreeable  electronic  format) to the Trustee,  any Paying
Agent and the Depositor (the  information in such statement to be made available
to  Certificateholders  by the Master  Servicer on request)  (provided  that the
Master Servicer will use its best efforts to deliver such written  statement not
later  than 12:00 p.m.  New York time on the  second  Business  Day prior to the
Distribution Date) setting forth (i) the Group I Available  Distribution  Amount
or Group II  Available  Distribution  Amount,  (ii) the  amounts  required to be
withdrawn from the Custodial Account and deposited into the Certificate  Account
on the  immediately  succeeding  Certificate  Account  Deposit Date  pursuant to
clause (iii) of Section 4.01(a),  (iii) the Mortgage  Insurance Premium for such
Distribution  Date, (iv) the amounts  required to be withdrawn from the Mortgage
Insurance Premium Taxes Reserve Fund pursuant to Section 4.09, (v) the amount of
Prepayment Interest Shortfalls,  Group I Net WAC Cap Shortfalls, Group I Net WAC
Cap Shortfall Carry-Forward Amounts, Group II Basis Risk Shortfalls and Group II
Basis Risk Shortfall  Carry-Forward Amounts, (vi) the Hedge Payment, if any, for
such Distribution  Date, and (vii) the amount, if any, payable to the Trustee by
a Derivative  Counterparty.  The  determination  by the Master  Servicer of such
amounts shall,  in the absence of obvious error, be  presumptively  deemed to be
correct for all purposes hereunder and the Trustee shall be protected in relying
upon the same without any independent check or verification.

(b) On or before 2:00 P.M.  New York time on each  Certificate  Account  Deposit
Date, the Master  Servicer shall either (i) deposit in the  Certificate  Account
from its own funds, or funds received therefor from the Subservicers,  an amount
equal to the  Advances  to be made by the  Master  Servicer  in  respect  of the
related  Distribution  Date,  which shall be in an aggregate amount equal to the
aggregate  amount of  Monthly  Payments  (with  each  interest  portion  thereof
adjusted to a per annum rate equal to the Net Mortgage Rate plus the  applicable
Mortgage  Insurance  Premium  Rate),  less the amount of any  related  Servicing
Modifications,  Debt  Service  Reductions  or  Relief  Act  Shortfalls,  on  the
Outstanding Mortgage Loans as of the related Due Date in the related Due Period,
which  Monthly  Payments were due during the related Due Period and not received
as of the close of business as of the related  Determination Date; provided that
no Advance shall be made if it would be a Nonrecoverable  Advance, (ii) withdraw
from amounts on deposit in the Custodial  Account and deposit in the Certificate
Account all or a portion of the Amount Held for Future Distribution in discharge
of any such Advance,  or (iii) make advances in the form of any  combination  of
(i) and (ii)  aggregating the amount of such Advance.  Any portion of the Amount
Held for Future Distribution so used shall be replaced by the Master Servicer by
deposit in the Certificate  Account on or before 11:00 A.M. New York time on any
future Certificate Account Deposit Date to the extent that funds attributable to
the Mortgage  Loans that are available in the  Custodial  Account for deposit in
the Certificate  Account on such Certificate  Account Deposit Date shall be less
than  payments  to  Certificateholders  required  to be  made  on the  following
Distribution Date. The Master Servicer shall be entitled to use any Advance made
by a Subservicer as described in Section  3.07(b) that has been deposited in the
Custodial  Account on or before  such  Distribution  Date as part of the Advance
made by the Master Servicer  pursuant to this Section 4.04. The determination by
the  Master  Servicer  that it has  made a  Nonrecoverable  Advance  or that any
proposed Advance, if made, would constitute a Nonrecoverable  Advance,  shall be
evidenced by a certificate of a Servicing Officer delivered to the Depositor and
the Trustee. In the event that the Master Servicer determines as of the Business
Day preceding  any  Certificate  Account  Deposit Date that it will be unable to
deposit in the Certificate Account an amount equal to the Advance required to be
made for the immediately  succeeding  Distribution Date, it shall give notice to
the Trustee of its  inability to advance (such notice may be given by telecopy),
not later than 3:00 P.M.,  New York time, on such Business Day,  specifying  the
portion of such amount  that it will be unable to  deposit.  Not later than 3:00
P.M., New York time, on the Certificate  Account Deposit Date the Trustee shall,


                                      111
<PAGE>

unless by 12:00 Noon,  New York time,  on such day the  Trustee  shall have been
notified in writing (by telecopy)  that the Master  Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master  Servicer shall have given notice pursuant to
the  preceding  sentence,  pursuant to Section  7.01,  (a)  terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with  Section  7.01 and (b)  assume the  rights  and  obligations  of the Master
Servicer  hereunder,  including  the  obligation  to deposit in the  Certificate
Account  an  amount  equal  to  the  Advance  for  the  immediately   succeeding
Distribution  Date. The Trustee shall deposit all funds it receives  pursuant to
this Section 4.04 into the Certificate Account.

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

(a)     Prior to each Distribution Date, the Master Servicer shall determine the
        total amount of Realized  Losses,  if any,  that  resulted from any Cash
        Liquidation,  Servicing Modifications, Debt Service Reduction, Deficient
        Valuation or REO Disposition that occurred during the related Prepayment
        Period or, in the case of a Servicing  Modification  that  constitutes a
        reduction of the  interest  rate on a Mortgage  Loan,  the amount of the
        reduction  in the  interest  portion of the  Monthly  Payment due in the
        month in  which  such  Distribution  Date  occurs.  The  amount  of each
        Realized Loss shall be evidenced by an Officers' Certificate.

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

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

                             second,  to  the  Group  II  Excess  Cash  Flow  as
                             provided  in Section  4.02(d)(v),  to the extent of
                             the  available  Group II Excess  Cash Flow for such
                             Distribution Date;

                             third,    in    reduction    of   the    Group    I
                             Overcollateralization Amount, until the such amount
                             has been reduced to zero;

                                      112
<PAGE>

                             fourth,  on any Distribution  Date on which, and to
                             the  extent   that,   the   aggregate   Certificate
                             Principal  Balance of the Class A Certificates  and
                             Class M Certificates  exceeds the aggregate  Stated
                             Principal  Balance  of  the  Mortgage  Loans  after
                             application  of all  payments  to be  made  on such
                             Distribution  Date pursuant to Section 4.02, to the
                             Class M-I  Certificates  and Class A-I Certificates
                             in the following order:

                                           first,    to    the    Class    M-I-3
                                           Certificates,   until  the  aggregate
                                           Certificate Principal Balance thereof
                                           has been reduced to zero;

                                           second,    to   the    Class    M-I-2
                                           Certificates,   until  the  aggregate
                                           Certificate Principal Balance thereof
                                           has been reduced to zero;

                                           third,    to    the    Class    M-I-1
                                           Certificates,   until  the  aggregate
                                           Certificate Principal Balance thereof
                                           has been reduced to zero; and

                                           fourth, to the Class A-I Certificates
                                           on a pro rata  basis,  based on their
                                           then     outstanding      Certificate
                                           Principal  Balances  prior to  giving
                                           effect to distributions to be made on
                                           such  Distribution  Date,  until  the
                                           aggregate    Certificate    Principal
                                           Balance  of each such  Class has been
                                           reduced to zero.

(B)  Any Group I Excess Losses on the Mortgage  Loans,  will be allocated to the
     Class  A-I  Certificates  and Class  M-I  Certificates,  in each case in an
     amount  equal to the  product of (a) the Group I Excess  Losses and (b) the
     fraction,  expressed  as a  percentage,  the  numerator of which is (x) the
     Certificate Principal Balance of the Class A-I-1 Certificates,  Class A-I-2
     Certificates,  Class A-I-3 Certificates,  Class A-I-4  Certificates,  Class
     A-I-5  Certificates,  Class A-I-6  Certificates,  Class M-I-1 Certificates,
     Class M-I-2 Certificates or Class M-I-3  Certificates,  as applicable,  and
     the denominator of which is (y) the aggregate Stated  Principal  Balance of
     the Group I Loans,  and the  remainder of such losses shall be allocated to
     the  Group  I  Overcollateralization  Amount  in  reduction  of the  amount
     thereof.

(2)     (A) All  Realized  Losses on the  Group II Loans  (other  than  Group II
        Excess Losses) shall be allocated as follows:

                             first, to the Group II Excess Cash Flow as provided
                             in Section 4.02(d)(iv),  to the extent of the Group
                             II Excess Cash Flow for such Distribution Date,

                             second, to the Group I Excess Cash Flow as provided
                             in Section 4.02(c)(vii), to the extent of the Group
                             I Excess Cash Flow for such Distribution Date;

                             third,    in    reduction    of   the    Group   II
                             Overcollateralization Amount, until the such amount
                             has been reduced to zero;

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<PAGE>

                             fourth,  on any Distribution  Date on which, and to
                             the  extent   that,   the   aggregate   Certificate
                             Principal  Balance of the Class A Certificates  and
                             Class M Certificates  exceeds the aggregate  Stated
                             Principal  Balance  of  the  Mortgage  Loans  after
                             application  of all  payments  to be  made  on such
                             Distribution  Date pursuant to Section 4.02, to the
                             Class M-II Certificates and Class A-II Certificates
                             in the following order:

                                           first,    to   the    Class    M-II-3
                                           Certificates,   until  the  aggregate
                                           Certificate Principal Balance thereof
                                           has been reduced to zero;

                                           second,    to   the   Class    M-II-2
                                           Certificates,   until  the  aggregate
                                           Certificate Principal Balance thereof
                                           has been reduced to zero;

                                           third,    to   the    Class    M-II-1
                                           Certificates,   until  the  aggregate
                                           Certificate Principal Balance thereof
                                           has been reduced to zero; and

                                           fourth,    to   the   Class    A-II-A
                                           Certificates,  Realized Losses on the
                                           Group II-A Loans  (other  than Excess
                                           Losses)  and  to  the  Class   A-II-B
                                           Certificates,  Realized Losses on the
                                           Group II-B Loans  (other  than Excess
                                           Losses),   in  each  case  until  the
                                           aggregate    Certificate    Principal
                                           Balance  of each such  Class has been
                                           reduced to zero.

(B)  Any Group II Excess Losses on the Mortgage Loans,  will be allocated to the
     Class  A-II-A  Certificates,   Class  A-II-B  Certificates,   Class  M-II-1
     Certificates,  Class M-II-2 Certificates and Class M-II-3 Certificates,  in
     each  case in an  amount  equal to the  product  of (a) the Group II Excess
     Losses and (b) the fraction,  expressed as a  percentage,  the numerator of
     which  is  (x)  the  Certificate  Principal  Balance  of the  Class  A-II-A
     Certificates,  Class A-II-B Certificates,  Class M-II-1 Certificates, Class
     M-II-2 Certificates or Class M-II-3  Certificates,  as applicable,  and the
     denominator of which is (y) the aggregate Stated  Principal  Balance of the
     Group II Loans,  and the remainder of such losses shall be allocated to the
     Group II Overcollateralization Amount in reduction of the amount thereof.

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

(c)               All Realized Losses on the Group I Loans shall be allocated on
                  each Distribution Date to the REMIC I Regular Interests, REMIC
                  III  Regular  Interests  and  REMIC IV  Regular  Interests  as
                  provided in the definitions of REMIC I Realized Losses,  REMIC
                  III Realized Losses and REMIC IV Realized Losses.

(d)               All  Realized  Losses on the Group II Loans shall be allocated
                  on each  Distribution  Date to the REMIC II Regular  Interests
                  and REMIC IV Regular  Interests as provided in the definitions
                  of REMIC II Realized Losses and REMIC IV Realized Losses.

(e)               Realized  Losses  allocated  to the Group I Excess  Cash Flow,
                  Group  II  Excess  Cash  Flow,  Group I  Overcollateralization
                  Amount or the Group II  Overcollateralization  Amount pursuant
                  to paragraphs  (a) or (b) of this section,  the  definition of
                  Accrued  Certificate  Interest  and the  operation  of Section
                  4.02(c)  and (d)  shall be  deemed  allocated  to the Class SB
                  Certificates.  Realized  Losses  allocated  to  the  Class  SB
                  Certificates   shall,  to  the  extent  such  Realized  Losses
                  represent Realized Losses on an interest portion, be allocated


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<PAGE>

                  to  the  REMIC  V  Regular  Interest  SB-IO.  Realized  Losses
                  allocated to the Excess Cash Flow  pursuant to  paragraph  (a)
                  shall be deemed to reduce Accrued Certificate  Interest on the
                  REMIC V Regular  Interest SB-IO.  Realized Losses allocated to
                  the  Overcollateralization  Amount  pursuant to paragraph  (a)
                  shall be deemed first to reduce the  principal  balance of the
                  REMIC V Regular  Interest SB-PO until such  principal  balance
                  shall  have  been  reduced  to zero and  thereafter  to reduce
                  accrued and unpaid  interest  on the REMIC V Regular  Interest
                  SB-IO..

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

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

Section 4.07.  Optional Purchase of Defaulted Mortgage Loans.
               ---------------------------------------------

(a) As to any Group I Loan  which is  delinquent  in payment by 90 days or more,
the Master  Servicer  may, at its option,  purchase  such Mortgage Loan from the
Trustee at the Purchase Price  therefor;  provided,  that any such Mortgage Loan
that becomes 90 days or more delinquent  during any given Calendar Quarter shall
only be  eligible  for  purchase  pursuant  to this  Section  during  the period
beginning  on the first  Business Day of the  following  Calendar  Quarter,  and
ending at the  close of  business  on the  second-to-last  Business  Day of such
following Calendar Quarter; and provided further,  that such Mortgage Loan is 90
days or more delinquent at the time of repurchase.  Such option if not exercised
shall  not  thereafter  be  reinstated  as to  any  Mortgage  Loan,  unless  the
delinquency is cured and the Mortgage Loan thereafter  again becomes  delinquent
in payment by 90 days or more in a subsequent  Calendar Quarter. As to any Group
II Loan which is delinquent in payment by 90 days or more,  the Master  Servicer
may, at its option, purchase such Mortgage Loan from the Trustee at the Purchase
Price therefor;  provided, that such Mortgage Loan is 90 days or more delinquent
at the time of repurchase.

(b) 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 as
provided in clause (a) above, and the Master Servicer  provides to the Trustee a
certification  signed by a  Servicing  Officer  stating  that the amount of such
payment has been deposited in the  Certificate  Account,  then the Trustee shall
execute  the  assignment  of such  Mortgage  Loan at the  request  of the Master
Servicer  without recourse to the Master Servicer which shall succeed to all the
Trustee's  right,  title and  interest  in and to such  Mortgage  Loan,  and all
security and documents relative thereto.  Such assignment shall be an assignment
outright and not for  security.  The Master  Servicer  will  thereupon  own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.

Section 4.08.  Limited Mortgage Loan Repurchase Right.
               --------------------------------------

        The Limited  Repurchase Right Holder will have the option at any time to
purchase  any of the  Mortgage  Loans from Loan Group II from the Trustee at the
Purchase  Price,  up to a maximum of five Mortgage  Loans from Loan Group II. In
the event that this option is  exercised  as to any five  Mortgage  Loans in the
aggregate,  this option  will  thereupon  terminate.  If at any time the Limited
Repurchase Right Holder makes a payment to the Certificate  Account covering the
amount  of the  Purchase  Price  for  such a  Mortgage  Loan,  and  the  Limited
Repurchase  Right  Holder  provides to the Trustee a  certification  signed by a
Servicing  Officer stating that the amount of such payment has been deposited in
the Certificate  Account,  then the Trustee shall execute the assignment of such
Mortgage  Loan at the request of the Limited  Repurchase  Right  Holder  without
recourse to the Limited  Repurchase  Right Holder which shall succeed to all the
Trustee's  right,  title and  interest  in and to such  Mortgage  Loan,  and all


                                      115
<PAGE>

security and documents relative thereto.  Such assignment shall be an assignment
outright  and not  for  security.  The  Limited  Repurchase  Right  Holder  will
thereupon own such Mortgage,  and all such security and  documents,  free of any
further  obligation  to the  Trustee  or  the  Certificateholders  with  respect
thereto. Any tax on "prohibited  transactions" (as defined in Section 860F(a)(2)
of the Code)  imposed on any REMIC  resulting  from the exercise of the optional
repurchase in this Section 4.08 shall in no event be payable by the Trustee.

Section 4.09.  Mortgage Insurance Premium Taxes Reserve Fund.
               ----------------------------------------------

(a) On the Closing Date,  the Trustee shall  establish and maintain in its name,
in trust for the benefit of Residential  Funding, the Mortgage Insurance Premium
Taxes Reserve Fund. In addition,  on the Closing Date, the Trustee shall deposit
into the Mortgage  Insurance  Premium Taxes Reserve Fund the Mortgage  Insurance
Premium  Taxes  Reserve Fund Deposit to the extent  received by the Trustee from
the Depositor.  No later than two business days prior to each Distribution Date,
the Master Servicer shall notify the Trustee and, consistent with directions the
Master Servicer  provides the Trustee for the  Distribution  Date, to the extent
required, the Trustee shall make withdrawals from the Mortgage Insurance Premium
Taxes Reserve Fund and use the amounts in the Mortgage  Insurance  Premium Taxes
Reserve  Fund  solely to pay to the MI Policy  Provider  any taxes  then due and
owing on such Distribution Date in connection with any Premium paid under the MI
Policy  related to Mortgage  Loans in the States of  Kentucky or West  Virginia.
Upon receipt of notice by the Trustee from the Master Servicer of a notification
that the MI Policy no longer covers any Mortgage  Loans in the State of Kentucky
or West Virginia, the Trustee shall withdraw from the Mortgage Insurance Premium
Taxes Reserve Fund all remaining amounts on deposit, if any, and distribute them
to the holder of the Mortgage Insurance Premium Reserve Fund Residual Right.

(b) The  Mortgage  Insurance  Premium  Taxes  Reserve  Fund shall be an Eligible
Account.  Amounts held in the Mortgage Insurance Premium Taxes Reserve Fund from
time to time shall  continue to constitute  assets of the Trust Fund, but not of
the REMICs,  until  released from the Mortgage  Insurance  Premium Taxes Reserve
Fund pursuant to this Section 4.09. The Mortgage Insurance Premium Taxes Reserve
Fund  constitutes  an  "outside  reserve  fund"  within the  meaning of Treasury
Regulation ss.1.860G-2(h) and is not an asset of the REMICs. Residential Funding
shall  be the  owner of the  Mortgage  Insurance  Premium  Taxes  Reserve  Fund,
including  the income from  investment  thereof.  The Trustee shall keep records
that accurately reflect the amounts on deposit in the Mortgage Insurance Premium
Taxes Reserve Fund. The Trustee shall, at the direction of the Master  Servicer,
invest amounts on deposit in the Mortgage  Insurance  Premium Taxes Reserve Fund
in  Permitted  Investments.  In the absence of written  direction to the Trustee
from the Master  Servicer,  all funds in the Mortgage  Insurance  Premium  Taxes
Reserve Fund shall remain uninvested.

(c) The owner of the  Mortgage  Insurance  Premium  Taxes  Reserve Fund shall be
Residential Funding. Residential Funding, as the owner of the Mortgage Insurance
Premium Taxes Reserve Fund, also shall own the Mortgage  Insurance Premium Taxes
Reserve Fund Residual Right.

Section 4.10.  Hedge Agreement.

(a) In the event that the Trustee does not receive by the Business Day preceding
a Distribution  Date the amount as specified by the Master Servicer  pursuant to
Section  4.04(a)(vi)  hereof  as the  amount  to be paid  with  respect  to such
Distribution  Date by the Hedge  Counterparty  under the  Hedge  Agreement,  the
Trustee shall enforce the obligation of the Hedge Counterparty  thereunder.  The
parties  hereto  acknowledge  that the Hedge  Counterparty  shall be making  all
calculations,  and determine the amounts to be paid,  under the Hedge Agreement.
Absent manifest error,  the Trustee may conclusively  rely on such  calculations
and  determination  and any  notice  received  by it from  the  Master  Servicer
pursuant to Section 4.04(a)(vi) hereof.

                                      116
<PAGE>

(b) The Trustee shall deposit or cause to be deposited any amount received under
the Hedge  Agreement  into the  Certificate  Account on the date such  amount is
received  from the  Hedge  Counterparty  under the  Hedge  Agreement  (including
termination  payments,  if any). All payments received under the Hedge Agreement
shall be applied to the Mortgage Loans and  distributed  in accordance  with the
priorities set forth in Section 4.02(d) hereof.

(c)  In the  event  that  the  Hedge  Agreement,  or  any  replacement  thereof,
terminates prior to the Payment Date in January 2006, the Master  Servicer,  but
at no expense to the Master  Servicer,  on behalf of the Trustee,  to the extent
that the  termination  value under the related  Hedge  Agreement  is  sufficient
therefor and only to the extent of the  termination  payment  received  from the
related Hedge  Counterparty,  shall (i) cause a new hedge counterparty to assume
the obligations of the related terminated hedge counterparty or (ii) cause a new
hedge  counterparty  to enter into a new interest rate hedge  agreement with the
Trust  having  substantially  similar  terms as those set  forth in the  related
terminated hedge agreement.

Section 4.11.  Derivative Contracts.
               --------------------

(a) The Trustee  shall,  at the direction of the Master  Servicer,  on behalf of
Trust Fund II, enter into  Derivative  Contracts,  solely for the benefit of the
Class SB-II Certificates.  Any such Derivative Contract shall constitute a fully
prepaid agreement.  The Master Servicer shall determine, in its sole discretion,
whether any Derivative  Contract conforms to the requirements of Section 4.11(b)
and (c). Any  acquisition  of a Derivative  Contract  shall be accompanied by an
appropriate  amendment to this  Agreement,  including an Opinion of Counsel,  as
provided  in Section  11.01,  and either (i) an Opinion of Counsel to the effect
that the existence of the  Derivative  Contract  will not  adversely  affect the
availability of the exemptive relief afforded under ERISA by (x) U.S. Department
of Labor Prohibited  Transaction  Exemption  ("PTE") 94-29, as amended,  67 Fed.
Reg. 54487 (Aug. 22, 2002), to the Holders of the Class A  Certificates,  or (y)
Sections I and III of PTE 95-60 to the Holders of the Class M  Certificates,  in
either case as of the date the  Derivative  Contract is acquired by the Trustee;
or (ii)  the  consent  of each  holder  of a Class  A  Certificate  and  Class M
Certificate to the acquisition of such  Derivative  Contract.  All  collections,
proceeds and other amounts in respect of the Derivative Contracts payable by the
Derivative Counterparty shall be distributed to the Class SB Certificates on the
Distribution  Date following  receipt thereof by the Trustee.  In no event shall
such  an  instrument  constitute  a part  of any  REMIC  created  hereunder.  In
addition, in the event any such instrument is deposited, the Trust Fund II shall
be deemed to be divided into two separate and discrete sub-Trusts. The assets of
one such  sub-Trust  shall consist of all the assets of Trust Fund II other than
such  instrument and the assets of the other  sub-Trust  shall consist solely of
such instrument.

(b) Any Derivative Contract that provides for any payment obligation on the part
of the Trust  Fund II must (i) be  without  recourse  to the assets of the Trust
Fund II, (ii) contain a  non-petition  covenant  provision  from the  Derivative
Counterparty,  (iii) limit payment dates  thereunder to  Distribution  Dates and
(iv)  contain a  provision  limiting  any cash  payments  due to the  Derivative
Counterparty on any day under such Derivative Contract solely to funds available
therefor in the Certificate Account to make payments to the Holders of the Class
SB Certificates on such Distribution Date.

(c) Each  Derivative  Contract  must (i) provide  for the direct  payment of any
amounts by the Derivative  Counterparty thereunder to the Certificate Account at
least one Business Day prior to the related  Distribution  Date, (ii) contain an
assignment  of all of the Trust Fund II's rights  (but none of its  obligations)
under  such  Derivative   Contract  to  the  Trustee  on  behalf  the  Class  SB
Certificateholders  and shall  include  an  express  consent  to the  Derivative
Counterparty  to  such  assignment,  (iii)  provide  that  in the  event  of the
occurrence of an Event of Default, such Derivative Contract shall terminate upon
the direction of a majority  Percentage  Interest of the Class SB  Certificates,
and (iv) prohibit the Derivative  Counterparty  from  "setting-off  or "netting"
other  obligations of the Trust Fund and its Affiliates  against such Derivative
Counterparty's payment obligations thereunder.

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<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

Section 5.01.  The Certificates.
               ----------------

(a) The Class A Certificates,  Class M Certificates,  Class SB Certificates  and
Class R Certificates  shall be  substantially in the forms set forth in Exhibits
A, B, C and D,  respectively,  and shall,  on original  issue,  be executed  and
delivered by the Trustee to the  Certificate  Registrar for  authentication  and
delivery to or upon the order of the  Depositor  upon  receipt by the Trustee or
one or more Custodians of the documents  specified in Section 2.01. The Class A,
Class M-I-1 and Class M-II-1  Certificates  shall be issuable in minimum  dollar
denominations  of $25,000 and integral  multiples of $1 in excess  thereof.  The
Class M-I-2,  Class M-II-2,  Class M-I-3 and Class M-II-3  Certificates shall be
issuable in minimum dollar  denominations of $250,000 and integral  multiples of
$1 in excess thereof. The Class SB Certificates shall be issuable in registered,
certificated  form  in  minimum  percentage  interests  of  5.00%  and  integral
multiples of 0.01% in excess thereof.  Each Class of Class R Certificates  shall
be issued in registered,  certificated form in minimum  percentage  interests of
20.00% and integral  multiples of 0.01% in excess  thereof;  provided,  however,
that one  Class R  Certificate  of each  Class  will be  issuable  to the  REMIC
Administrator  as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination  representing  a  Percentage  Interest of not less than 0.01%.  The
Certificates shall be executed by manual or facsimile  signature on behalf of an
authorized officer of the TRUSTEE.  Certificates bearing the manual or facsimile
signatures  of  individuals  who  were at any time the  proper  officers  of the
Trustee shall bind the Trustee,  notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the  authentication  and delivery
of  such  Certificate  or did  not  hold  such  offices  at  the  date  of  such
Certificates.  No  Certificate  shall be  entitled  to any  benefit  under  this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of  authentication  substantially  in the form provided for herein
executed by the Certificate Registrar by manual signature,  and such certificate
upon any Certificate shall be conclusive evidence,  and the only evidence,  that
such  Certificate  has been duly  authenticated  and  delivered  hereunder.  All
Certificates shall be dated the date of their authentication.

(b) The Class A Certificates and Class M Certificates  shall initially be issued
as one or more  Certificates  registered  in the name of the  Depository  or its
nominee and, except as provided below, registration of such Certificates may not
be transferred by the Trustee except to another  Depository  that agrees to hold
such Certificates for the respective Certificate Owners with Ownership Interests
therein.  The Certificate Owners shall hold their respective Ownership Interests
in and to  each  Class  A  Certificate  and  Class  M  Certificate  through  the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive  Certificates in respect of such Ownership  Interests.
All transfers by Certificate Owners of their respective  Ownership  Interests in
the  Book-Entry  Certificates  shall be made in accordance  with the  procedures
established by the Depository  Participant or brokerage firm  representing  such
Certificate  Owner.  Each  Depository  Participant  shall transfer the Ownership
Interests  only  in  the  Book-Entry   Certificates  of  Certificate  Owners  it
represents or of brokerage  firms for which it acts as agent in accordance  with
the Depository's normal procedures.

        The Trustee,  the Master Servicer and the Depositor may for all purposes
(including  the making of payments due on the  respective  Classes of Book-Entry
Certificates)  deal with the Depository as the authorized  representative of the
Certificate  Owners  with  respect  to  the  respective  Classes  of  Book-Entry
Certificates  for the purposes of  exercising  the rights of  Certificateholders
hereunder.  The rights of  Certificate  Owners  with  respect to the  respective


                                      118
<PAGE>

Classes of Book-Entry  Certificates shall be limited to those established by law
and agreements between such Certificate  Owners and the Depository  Participants
and brokerage firms representing such Certificate Owners.  Multiple requests and
directions  from,  and  votes  of,  the  Depository  as  Holder  of any Class of
Book-Entry  Certificates  with  respect to any  particular  matter  shall not be
deemed  inconsistent  if they are made with  respect  to  different  Certificate
Owners.  The Trustee may establish a reasonable  record date in connection  with
solicitations  of consents from or voting by  Certificateholders  and shall give
notice to the  Depository of such record date.  If (i)(A) the Depositor  advises
the  Trustee  in writing  that the  Depository  is no longer  willing or able to
properly discharge its  responsibilities  as Depository and (B) the Depositor is
unable to locate a  qualified  successor  or (ii) the  Depositor  at its  option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall notify all Certificate Owners, through
the Depository,  of the occurrence of any such event and of the  availability of
Definitive   Certificates  to  Certificate  Owners  requesting  the  same.  Upon
surrender  to the  Trustee of the  Book-Entry  Certificates  by the  Depository,
accompanied by registration instructions from the Depository for registration of
transfer,  the Trustee  shall  issue the  Definitive  Certificates.  Neither the
Depositor,  the Master  Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in  delivery of such  instructions  and may  conclusively  rely on, and shall be
protected  in relying on, such  instructions.  Upon the  issuance of  Definitive
Certificates  all  references  herein  to  obligations  imposed  upon  or  to be
performed by the  Depositor in  connection  with the issuance of the  Definitive
Certificates  pursuant to this  Section  5.01 shall be deemed to be imposed upon
and  performed by the  Trustee,  and the Trustee and the Master  Servicer  shall
recognize  the  Holders of the  Definitive  Certificates  as  Certificateholders
hereunder.

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

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

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

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

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

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(d)    No transfer,  sale,  pledge or other disposition of a Class SB or Class R
       Certificate  shall be made unless such  transfer,  sale,  pledge or other
       disposition  is  exempt  from  the   registration   requirements  of  the
       Securities  Act of 1933, as amended (the "1933 Act"),  and any applicable
       state  securities  laws or is made in accordance  with said Act and laws.
       Except as otherwise provided in this Section 5.02(d), in the event that a
       transfer of a Class SB or Class R Certificate  is to be made,  (i) unless
       the Depositor directs the Trustee otherwise,  the Trustee shall require a
       written  Opinion  of  Counsel  acceptable  to and in form  and  substance
       satisfactory  to the Trustee and the Depositor  that such transfer may be
       made pursuant to an exemption,  describing the  applicable  exemption and
       the basis  therefor,  from said Act and laws or is being made pursuant to
       said Act and laws,  which  Opinion of Counsel  shall not be an expense of
       the Trustee,  the Trust Fund, the Depositor or the Master  Servicer,  and
       (ii) the Trustee shall require the transferee to execute a representation
       letter,  substantially  in the form of Exhibit I hereto,  and the Trustee
       shall  require  the  transferor  to  execute  a  representation   letter,
       substantially in the form of Exhibit J hereto,  each acceptable to and in
       form  and  substance  satisfactory  to  the  Depositor  and  the  Trustee
       certifying to the Depositor  and the Trustee the facts  surrounding  such
       transfer,  which  representation  letters  shall not be an expense of the
       Trustee, the Trust Fund, the Depositor or the Master Servicer. In lieu of
       the requirements set forth in the preceding sentence,  transfers of Class
       SB or Class R  Certificates  may be made in accordance  with this Section
       5.02(d) if the prospective  transferee of such a Certificate provides the
       Trustee and the Master Servicer with an investment  letter  substantially
       in the form of Exhibit N attached hereto,  which investment  letter shall
       not be an expense of the Trustee, the Depositor,  or the Master Servicer,
       and which  investment  letter  states  that,  among  other  things,  such
       transferee (i) is a "qualified institutional buyer" as defined under Rule
       144A,  acting for its own  account or the  accounts  of other  "qualified
       institutional  buyers" as defined under Rule 144A, and (ii) is aware that
       the  proposed   transferor   intends  to  rely  on  the  exemption   from
       registration  requirements  under the 1933 Act provided by Rule 144A. The
       Holder  of a Class SB or  Class R  Certificate  desiring  to  effect  any
       transfer,  sale, pledge or other disposition shall, and does hereby agree
       to,  indemnify the Trustee,  the Depositor,  the Master  Servicer and the
       Certificate  Registrar  against  any  liability  that may  result  if the
       transfer,  sale,  pledge or other  disposition is not so exempt or is not
       made in accordance with such federal and state laws and this Agreement.

(e)  (i) In the  case of any  Class  SB or  Class R  Certificate  presented  for
     registration  in the  name of any  Person,  either  (i) the  Trustee  shall
     require  an  Opinion of  Counsel  acceptable  to and in form and  substance
     satisfactory  to the Trustee,  the Depositor and the Master Servicer to the
     effect that the purchase or holding of such Class SB or Class R Certificate
     is permissible  under  applicable law, will not constitute or result in any
     non-exempt  prohibited  transaction  under Section 406 of ERISA, or Section
     4975 of the Code (or comparable  provisions of any subsequent  enactments),
     and will not subject the Trustee,  the  Depositor , the Master  Servicer or
     the Trust Fund to any  obligation or liability  (including  obligations  or
     liabilities  under ERISA or Section  4975 of the Code) in addition to those
     undertaken  in this  Agreement,  which  Opinion of Counsel  shall not be an
     expense of the Trustee,  the  Depositor,  the Master  Servicer or the Trust
     Fund or (ii) the  prospective  transferee  shall be required to provide the
     Trustee,  the Depositor and the Master Servicer with a certification to the
     effect set forth in Exhibit P (with respect to a Class SB  Certificate)  or
     in  paragraph   fourteen  of  Exhibit  H-1  (with  respect  to  a  Class  R
     Certificate),  which the Trustee may rely upon without  further  inquiry or
     investigation,  or  such  other  certifications  as the  Trustee  may  deem
     desirable or necessary in order to establish  that such  transferee  or the
     Person in whose name such  registration  is  requested  is not an  employee
     benefit plan or other plan subject to the prohibited transaction provisions
     of ERISA or Section 4975 of the Code, or any Person (including an insurance
     company  investing its general  accounts,  an investment  manager,  a named
     fiduciary or a trustee of any such plan) who is using "plan  assets" of any
     such plan to effect such acquisition.

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               (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  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),  PTE  2000-58,  65 Fed.  Reg.  67765  (November  13, 2000) and PTE
       2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the "RFC Exemption"),  and
       that it understands that there are certain conditions to the availability
       of the RFC Exemption  including that such  Certificate  must be rated, at
       the time of  purchase,  not lower  than  "BBB-"  (or its  equivalent)  by
       Standard  & Poor's,  Fitch or Moody's  or (c) (x) such  Transferee  is an
       insurance company,  (y) 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 (z) the  conditions  set forth in
       Sections I and III of PTCE 95-60 have been  satisfied  (each  entity that
       satisfies this clause (c), a Complying Insurance Company").

               (iii) 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 (x) is not a Plan Investor,  (y) acquired such Certificate in
       compliance with the RFC Exemption or (z) 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.

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

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

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

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


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     its Ownership Interest in a Class R Certificate, it will endeavor to remain
     a Permitted  Transferee,  and that it has reviewed the  provisions  of this
     Section 5.02(f) and agrees to be bound by them, and

(II)              a  certificate,  in the form  attached  hereto as Exhibit H-2,
                  from the Holder  wishing to transfer the Class R  Certificate,
                  in form and  substance  satisfactory  to the Master  Servicer,
                  representing  and  warranting,  among  other  things,  that no
                  purpose of the proposed  Transfer is to impede the  assessment
                  or collection of tax.

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

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

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

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

(A)  If any  Disqualified  Organization  shall  become  a  holder  of a  Class R
     Certificate,   then  the  last  preceding  Permitted  Transferee  shall  be
     restored,  to the extent permitted by law, to all rights and obligations as
     Holder thereof  retroactive to the date of registration of such Transfer of
     such Class R  Certificate.  If a  Non-United  States  Person shall become a
     holder of a Class R  Certificate,  then the last  preceding  United  States
     Person shall be restored, to the extent permitted by law, to all rights and
     obligations as Holder thereof  retroactive to the date of  registration  of
     such  Transfer  of such Class R  Certificate.  If a  transfer  of a Class R
     Certificate  is   disregarded   pursuant  to  the  provisions  of  Treasury
     Regulations  Section 1.860E-1 or Section 1.860G-3,  then the last preceding
     Permitted Transferee shall be restored,  to the extent permitted by law, to
     all rights and  obligations  as Holder  thereof  retroactive to the date of
     registration  of such  Transfer  of such Class R  Certificate.  The Trustee
     shall be under no liability to any Person for any  registration of Transfer


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     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.

(iii)             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.

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

(A)               Written  notification  from each  Rating  Agency to the effect
                  that the  modification,  addition  to or  elimination  of such
                  provisions  will not cause such Rating Agency to downgrade its
                  then-current  ratings,  if any, of the Class A Certificates or
                  Class M  Certificates  below  the  lower  of the  then-current
                  rating or the rating  assigned to such  Certificates as of the
                  Closing Date by such Rating Agency; and

(B)  a certificate of the Master  Servicer  stating that the Master Servicer has
     received an Opinion of Counsel,  in form and substance  satisfactory to the
     Master  Servicer,  to the effect  that such  modification,  addition  to or
     absence of such  provisions  will not cause any REMIC created  hereunder to
     cease to  qualify  as a REMIC  and will not  cause  (x) any  REMIC  created


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     hereunder  to be subject to an  entity-level  tax caused by the Transfer of
     any Class R Certificate to a Person that is a Disqualified  Organization or
     (y) a Certificateholder  or another Person to be subject to a REMIC-related
     tax caused by the Transfer of a Class R Certificate to a Person that is not
     a Permitted Transferee.

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

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

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

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

Section 5.04.  Persons Deemed Owners.
               ---------------------

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

Section 5.05.  Appointment of Paying Agent.
               ---------------------------

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


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

                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

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

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

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

(b) Any Person into which the Depositor or the Master  Servicer may be merged or
consolidated,  or any corporation  resulting from any merger or consolidation to
which the  Depositor  or the  Master  Servicer  shall be a party,  or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor  of the  Depositor  or  the  Master  Servicer,  as the  case  may  be,
hereunder,  without the  execution  or filing of any paper or any further act on
the  part  of  any  of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding;  provided,  however,  that the successor or surviving Person to
the Master  Servicer  shall be qualified to service  mortgage loans on behalf of
Fannie Mae or Freddie  Mac;  and  provided  further  that each  Rating  Agency's
ratings,  if any, of the Class A Certificates and Class M 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  Depositor,  is willing  to  service  the
Mortgage  Loans and executes and  delivers to the  Depositor  and the Trustee an
agreement,  in form and substance  reasonably  satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance  and  observance  of each  covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's  rating of the Classes of  Certificates  that have been rated in
effect  immediately  prior  to  such  assignment  and  delegation  will  not  be
qualified,  reduced or withdrawn as a result of such  assignment  and delegation


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(as evidenced by a letter to such effect from each Rating  Agency).  In the case
of any such  assignment and  delegation,  the Master  Servicer shall be released
from its obligations under this Agreement, except that the Master Servicer shall
remain  liable for all  liabilities  and  obligations  incurred  by it as Master
Servicer  hereunder  prior  to  the  satisfaction  of  the  conditions  to  such
assignment and delegation set forth in the next preceding sentence.

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

        Neither the  Depositor,  the Master  Servicer nor any of the  directors,
officers,  employees or agents of the Depositor or the Master  Servicer shall be
under any liability to the Trust Fund or the  Certificateholders  for any action
taken or for refraining  from the taking of any action in good faith pursuant to
this  Agreement,  or for  errors  in  judgment;  provided,  however,  that  this
provision  shall not  protect  the  Depositor,  the Master  Servicer or any such
Person  against any breach of warranties or  representations  made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross  negligence in the performance of duties or by reason of reckless
disregard  of  obligations  and  duties  hereunder.  The  Depositor,  the Master
Servicer and any  director,  officer,  employee or agent of the Depositor or the
Master  Servicer  may rely in good faith on any document of any kind prima facie
properly  executed and submitted by any Person  respecting  any matters  arising
hereunder.  The  Depositor,  the  Master  Servicer  and any  director,  officer,
employee or agent of the Depositor or the Master  Servicer  shall be indemnified
by the Trust  Fund and held  harmless  against  any loss,  liability  or expense
incurred in connection  with any legal action  relating to this Agreement or the
Certificates,  other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage  Loans (except as any such loss,  liability or expense
shall be  otherwise  reimbursable  pursuant  to this  Agreement)  and any  loss,
liability  or expense  incurred by reason of willful  misfeasance,  bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of  obligations  and duties  hereunder.  Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in,  prosecute or defend
any legal or administrative action,  proceeding,  hearing or examination that is
not  incidental to its  respective  duties under this Agreement and which in its
opinion may involve it in any expense or liability;  provided, however, that the
Depositor  or the  Master  Servicer  may in its  discretion  undertake  any such
action,  proceeding,  hearing  or  examination  that it may  deem  necessary  or
desirable in respect to this  Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding,  hearing or examination and
any liability  resulting  therefrom shall be expenses,  costs and liabilities of
the Trust Fund,  and the Depositor and the Master  Servicer shall be entitled to
be  reimbursed  therefor out of amounts  attributable  to the Mortgage  Loans on
deposit  in the  Custodial  Account as  provided  by  Section  3.10 and,  on the
Distribution  Date(s)  following  such  reimbursement,  the  aggregate  of  such
expenses and costs shall be  allocated  in reduction of the Accrued  Certificate
Interest on each Class  entitled  thereto in the same manner as if such expenses
and costs constituted a Prepayment Interest Shortfall.

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

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

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<PAGE>

                                  ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default.

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

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

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

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

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

                                      127
<PAGE>

        If an Event of  Default  described  in clauses  (i)-(v) of this  Section
shall  occur,  then,  and in each and every such case,  so long as such Event of
Default shall not have been remedied,  either the Depositor or the Trustee shall
at the  direction  of Holders of  Certificates  entitled  to at least 51% of the
Voting  Rights  by  notice  in  writing  to  the  Master  Servicer  (and  to the
Depositor),  terminate all of the rights and  obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds  thereof,
other than its rights as a Certificateholder hereunder;  provided, however, that
the successor to the Master  Servicer  appointed  pursuant to Section 7.02 shall
have accepted the duties of Master  Servicer  effective upon the  resignation of
the Master  Servicer.  If an Event of Default  described  in clause  (vi) hereof
shall  occur,  the  Trustee  shall,  by notice to the  Master  Servicer  and the
Depositor, immediately terminate all of the rights and obligations of the Master
Servicer  under this Agreement and in and to the Mortgage Loans and the proceeds
thereof,  other than its rights as a Certificateholder  hereunder as provided in
Section 4.04(b).  On or after the receipt by the Master Servicer of such written
notice,  all authority and power of the Master  Servicer  under this  Agreement,
whether with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested
in the Trustee or the  Trustee's  designee  appointed  pursuant to Section 7.02;
and,  without  limitation,  the Trustee is hereby  authorized  and  empowered to
execute and deliver,  on behalf of the Master Servicer,  as  attorney-in-fact or
otherwise, any and all documents and other instruments,  and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of  termination,  whether to complete  the transfer  and  endorsement  or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer  agrees to cooperate  with the Trustee in effecting the  termination of
the Master Servicer's responsibilities and rights hereunder,  including, without
limitation, the transfer to the Trustee or its designee for administration by it
of all cash amounts which shall at the time be credited to the Custodial Account
or the  Certificate  Account  or  thereafter  be  received  with  respect to the
Mortgage  Loans. No such  termination  shall release the Master Servicer for any
liability  that it would  otherwise have hereunder for any act or omission prior
to the effective time of such  termination.  Notwithstanding  any termination of
the  activities  of  Residential  Funding  in its  capacity  as Master  Servicer
hereunder,  Residential  Funding  shall be entitled to receive,  out of any late
collection  of a Monthly  Payment on a Mortgage  Loan which was due prior to the
notice  terminating  Residential  Funding's  rights  and  obligations  as Master
Servicer  hereunder  and  received  after  such  notice,  that  portion to which
Residential  Funding would have been entitled pursuant to Sections  3.10(a)(ii),
(vi) and (vii) as well as its  Servicing Fee in respect  thereof,  and any other
amounts payable to Residential  Funding hereunder the entitlement to which arose
prior to the  termination of its activities  hereunder.  Upon the termination of
Residential  Funding as Master Servicer hereunder the Depositor shall deliver to
the Trustee a copy of the Program Guide.

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

(a) On and after the time the Master  Servicer  receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Depositor and with the  Depositor's  consent (which shall
not be  unreasonably  withheld) a designee  (which meets the standards set forth
below) of the  Trustee,  shall be the  successor  in all  respects to the Master
Servicer in its capacity as servicer under this  Agreement and the  transactions
set  forth  or   provided   for   herein   and  shall  be  subject  to  all  the
responsibilities,  duties and liabilities  relating thereto placed on the Master
Servicer (except for the  responsibilities,  duties and liabilities contained in
Sections 2.02 and 2.03(a),  excluding the duty to notify related Subservicers as
set forth in such Sections, and its obligations to deposit amounts in respect of
losses  incurred  prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions  hereof);  provided,  however,  that any
failure to  perform  such  duties or  responsibilities  caused by the  preceding
Master Servicer's failure to provide information  required by Section 4.04 shall
not be considered a default by the Trustee hereunder.  As compensation therefor,


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<PAGE>

the Trustee shall be entitled to all funds  relating to the Mortgage Loans which
the Master Servicer would have been entitled to charge to the Custodial  Account
or the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with  amounts  attributable  to the  Mortgage  Loans held in the  Custodial
Account or the Certificate  Account.  If the Trustee has become the successor to
the Master  Servicer in  accordance  with  Section  6.04 or Section  7.01,  then
notwithstanding  the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act,  appoint,  or petition a court of competent
jurisdiction to appoint,  any established housing and home finance  institution,
which  is  also  a  Fannie  Mae  or  Freddie  Mac-approved   mortgage  servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the  Master  Servicer  hereunder  in the  assumption  of all or any  part of the
responsibilities,  duties  or  liabilities  of the  Master  Servicer  hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become  successor to the Master Servicer and shall act in such capacity as
hereinabove  provided.  In connection with such appointment and assumption,  the
Trustee may make such arrangements for the compensation of such successor out of
payments on  Mortgage  Loans as it and such  successor  shall  agree;  provided,
however,  that no such  compensation  shall be in excess of that  permitted  the
initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action,  consistent with this Agreement, as shall
be  necessary to  effectuate  any such  succession.  The  Servicing  Fee for any
successor  Master  Servicer  appointed  pursuant  to this  Section  7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than  0.50% per annum in the event that the  successor
Master  Servicer  is  not  servicing  such  Mortgage  Loans  directly  and it is
necessary to raise the related  Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.

(b) In connection  with the  termination or  resignation of the Master  Servicer
hereunder,  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
Certificateholders  at their respective  addresses  appearing in the Certificate
Register.

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

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<PAGE>

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

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

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

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

(b)     The Trustee, upon receipt of all resolutions,  certificates, statements,
        opinions,  reports,  documents, orders or other instruments furnished to
        the Trustee which are specifically  required to be furnished pursuant to
        any provision of this Agreement, shall examine them to determine whether
        they conform to the  requirements of this  Agreement.  The Trustee shall
        notify  the  Certificateholders  of  any  such  documents  which  do not
        materially  conform to the  requirements  of this Agreement in the event
        that the Trustee,  after so requesting,  does not receive satisfactorily
        corrected documents.  The Trustee shall forward or cause to be forwarded
        in a timely fashion the notices,  reports and statements  required to be
        forwarded by the Trustee  pursuant to Sections 4.03 7.03, and 10.01. The
        Trustee  shall furnish in a timely  fashion to the Master  Servicer such
        information as the Master  Servicer may reasonably  request from time to
        time for the Master  Servicer to fulfill its duties as set forth in this
        Agreement.  The Trustee  covenants  and agrees that it shall perform its
        obligations  hereunder  in a manner so as to maintain the status of each
        REMIC created  hereunder  under the REMIC  Provisions and to (subject to
        Section 10.01(f)) 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


                                      130
<PAGE>

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

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

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

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

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

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

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

(a)     Except as otherwise provided in Section 8.01:

(i)     The Trustee may rely and shall be protected in acting or refraining from
        acting  upon  any  resolution,  Officer's  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;

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<PAGE>

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

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

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

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

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

(b)     Following the issuance of the  Certificates  (and except as provided for
        in Section  2.04),  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 REMIC created hereunder 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).

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<PAGE>

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

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

Section 8.04.  Trustee May Own Certificates.
               ----------------------------

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

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

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

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

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

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

(iii)notwithstanding  anything in this  Agreement  to the  contrary,  the Master
     Servicer  shall not be liable for  settlement  of any claim by the  Trustee
     entered into without the prior consent of the Master Servicer which consent
     shall not be unreasonably  WITHHELD. No termination of this Agreement shall
     affect  the  obligations  created  by this  Section  8.05(b)  of the Master
     Servicer to indemnify  the Trustee under the  conditions  and to the extent
     set  forth  herein.  Notwithstanding  the  foregoing,  the  indemnification
     provided by the Master  Servicer in this Section  8.05(b) shall not pertain


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     to any loss,  liability or expense of the Trustee,  including the costs and
     expenses of defending itself against any claim, incurred in connection with
     any actions  taken by the Trustee at the  direction  of  Certificateholders
     pursuant to the terms of this Agreement.

Section 8.06.  Eligibility Requirements for Trustee.
               ------------------------------------

        The  Trustee  hereunder  shall  at  all  times  be  a  national  banking
association or a New York banking  corporation  having its principal office in a
state and city  acceptable to the  Depositor  and  organized and doing  business
under the laws of such state or the United States of America,  authorized  under
such laws to exercise  corporate  trust  powers,  having a combined  capital and
surplus of at least  $50,000,000  and subject to  supervision  or examination by
federal or state authority.  If such corporation or national banking association
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements  of the  aforesaid  supervising  or examining  authority,  then for
purposes of this  Section the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so  published.  In case at any time the Trustee shall
cease to be eligible in accordance  with the  provisions  of this  Section,  the
Trustee shall resign  immediately in the manner and with the effect specified in
Section 8.07.

Section 8.07.  Resignation and Removal of the Trustee.
               --------------------------------------

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

(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions  of  Section  8.06 and shall  fail to resign  after  written  request
therefor by the Depositor,  or if at any time the Trustee shall become incapable
of acting,  or shall be  adjudged  bankrupt or  insolvent,  or a receiver of the
Trustee or of its property shall be appointed,  or any public officer shall take
charge or control of the  Trustee or of its  property or affairs for the purpose
of  rehabilitation,  conservation or liquidation,  then the Depositor may remove
the Trustee and appoint a successor trustee by written instrument, in duplicate,
one copy of which  instrument  shall be  delivered to the Trustee so removed and
one copy to the successor trustee. In addition,  in the event that the Depositor
determines  that  the  Trustee  has  failed  (i) to  distribute  or  cause to be
distributed  to  Certificateholders   any  amount  required  to  be  distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master  Servicer or the  Depositor)  for  distribution  or (ii) to otherwise
observe or perform in any material  respect any of its covenants,  agreements or
obligations  hereunder,  and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written  notice of such failure,  requiring  that
the same be  remedied,  shall have been given to the  Trustee by the  Depositor,
then the  Depositor  may remove the Trustee  and appoint a successor  trustee by
written  instrument  delivered  as  provided  in  the  preceding  sentence.   In
connection with the appointment of a successor trustee pursuant to the preceding
sentence,  the  Depositor  shall,  on or  before  the  date on  which  any  such
appointment   becomes   effective,   obtain  from  each  Rating  Agency  written
confirmation  that the appointment of any such successor trustee will not result
in the  reduction  of the  ratings  on any Class of the  Certificates  below the
lesser of the then current or original ratings on such Certificates.

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

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

Section 8.08.  Successor Trustee.
               -----------------

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

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

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

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


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

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

(c) Any notice, request or other writing given to the Trustee shall be deemed to
have  been  given to each of the then  separate  trustees  and  co-trustees,  as
effectively  as if  given  to each of  them.  Every  instrument  appointing  any
separate  trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee,  upon its acceptance
of the trusts conferred,  shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided  therein,  subject to all the  provisions of this  Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording  protection to, the Trustee.  Every
such instrument shall be filed with the Trustee.

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

Section 8.11.  Appointment of Custodians.
               -------------------------

        The  Trustee  may,  with the  consent  of the  Master  Servicer  and the
Depositor,  appoint  one or  more  Custodians  who  are  not  Affiliates  of the
Depositor or the Master  Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee,  by entering  into a Custodial  Agreement.  Subject to
Article  VIII,  the Trustee  agrees to comply  with the terms of each  Custodial
Agreement and to enforce the terms and provisions  thereof against the Custodian
for the benefit of the Certificateholders.  Each Custodian shall be a depository
institution  subject to supervision by federal or state authority,  shall have a
combined  capital and surplus of at least  $15,000,000 and shall be qualified to
do  business  in the  jurisdiction  in which it holds any  Mortgage  File.  Each
Custodial  Agreement  may be amended  only as  provided  in Section  11.01.  The
Trustee shall notify the  Certificateholders of the appointment of any Custodian
(other than the  Custodian  appointed as of the Closing  Date)  pursuant to this
Section 8.11.  Section 15.24.  Appointment of Office or Agency. The Trustee will
maintain an office or agency in the City of New York where  Certificates  may be


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surrendered  for  registration  of transfer or exchange.  The Trustee  initially
designates its offices located at New York Plaza,  6th Floor, New York, NY 10004
for the purpose of keeping the Certificate  Register.  The Trustee will maintain
an office at the address  stated in Section  11.05(c)  hereof where  notices and
demands to or upon the Trustee in respect of this Agreement may be served.

                                   ARTICLE IX

                                   TERMINATION

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

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

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

(ii) the  purchase by the Master  Servicer of all Group I Loans and all property
     acquired  in respect of any Group I Loan  remaining  in Trust Fund I (other
     than Trust Fund I's  interest  in the MI Policy)  and the  purchase  by the
     Master Servicer of all Group II Loans and all property  acquired in respect
     of any Group II Loan  remaining in the Trust Fund II (other than Trust Fund
     II's interest in the MI Policy),  in each case, at a price equal to 100% of
     the unpaid  principal  balance of each Mortgage Loan (or, if less than such
     unpaid principal  balance,  the fair market value of the related underlying
     property of such Mortgage  Loan with respect to Mortgage  Loans as to which
     title has been  acquired if such fair market value is less than such unpaid
     principal  balance)  (net  of any  unreimbursed  Advances  attributable  to
     principal) on the day of repurchase,  plus accrued  interest thereon at the
     Net  Mortgage  Rate  (or  Modified  Net  Mortgage  Rate in the  case of any
     Modified  Mortgage Loan),  plus the applicable  Mortgage  Insurance Premium
     Rate,  if any, 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  REMIC  created
     hereunder as a REMIC.

        The right of the Master Servicer to purchase all the assets of the Trust
Fund I  pursuant  to  clause  (ii)  above is  conditioned  upon the date of such
purchase occurring on or after the Group I Optional  Termination Date. The right
of the Master  Servicer to purchase all the assets of the Trust Fund II pursuant
to clause (ii) above is conditioned upon the date of such purchase  occurring on
or after the Group II Optional  Termination  Date. If such right is exercised by
the Master Servicer, the Master Servicer shall be deemed to have been reimbursed
for the full amount of any  unreimbursed  Advances  theretofore  made by it with
respect to the Mortgage Loans being purchased.  In addition, the Master Servicer


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shall provide to the Trustee the certification  required by Section 3.15 and the
Trustee and any  Custodian  shall,  promptly  following  payment of the purchase
price,  release to the Master  Servicer the  Mortgage  Files  pertaining  to the
Mortgage Loans being purchased.

        In addition to the foregoing,  on any Distribution  Date on or after the
Group I Optional  Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Class A-I Certificates and Class M-I Certificates in
whole,  but  not  in  part,  at a  price  equal  to the  sum of the  outstanding
Certificate  Principal  Balance of such Certificates plus the sum of one month's
Accrued Certificate  Interest thereon, any previously unpaid Accrued Certificate
Interest,  and any unpaid Prepayment  Interest  Shortfall  previously  allocated
thereto and, in the case of Prepayment  Interest  Shortfalls,  accrued  interest
thereon at the  applicable  Pass-Through  Rate. On any  Distribution  Date on or
after the Group II Optional Termination Date, the Master Servicer shall have the
right,  at its option,  to purchase the Class A-II  Certificates  and Class M-II
Certificates  in  whole,  but not in  part,  at a price  equal to the sum of the
outstanding  Certificate  Principal Balance of such Certificates plus the sum of
one month's Accrued Certificate  Interest thereon, any previously unpaid Accrued
Certificate  Interest,  and any unpaid Prepayment Interest Shortfall  previously
allocated thereto and, in the case of Prepayment  Interest  Shortfalls,  accrued
interest  thereon at the applicable  Pass-Through  Rate. If the Master  Servicer
exercises  this right to purchase the  outstanding  Class A-I  Certificates  and
Class M-I Certificates,  or Class A-II Certificates and Class M-II Certificates,
the Master  Servicer will  promptly  terminate the  respective  obligations  and
responsibilities  created  hereby in respect of these  Certificates  pursuant to
this Article IX.

(b)     The Master  Servicer shall give the Trustee not less than 60 days' prior
        notice of the Distribution Date on which the Master Servicer anticipates
        that the final distribution will be made to Certificateholders  (whether
        as a result  of the  exercise  by the  Master  Servicer  of its right to
        purchase  the  assets of the Trust  Fund or  otherwise)  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  related   Trust  Fund  or  to  purchase  the  related   outstanding
        Certificates),  or by the  Trustee  (in any other case) by letter to the
        Certificateholders (with a copy to the Certificate Registrar) 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 where required  pursuant to this Agreement or, in the case of
        the purchase by the Master Servicer of the outstanding Certificates, the
        Distribution Date on which such purchase is 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

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

        If the Master Servicer is obligated to give notice to Certificateholders
as required above, it shall give such notice to the Certificate Registrar at the
time such  notice is given to  Certificateholders.  In the event such  notice is
given  by  the  Master  Servicer,  the  Master  Servicer  shall  deposit  in the
Certificate Account before the Final Distribution Date in immediately  available


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funds an amount  equal to the  purchase  price for the  assets of the Trust Fund
computed as above  provided.  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
provided above,  and provide notice of such Deposit to the Trustee.  The Trustee
shall  withdraw from such account the amount  specified in subsection  (c) below
and distribute such amount to the  Certificateholders as specified in subsection
(c) below. The Master Servicer shall provide to the Trustee written notification
of any change to the anticipated Final Distribution Date as soon as practicable.
If the Trust Fund is not terminated on the anticipated Final  Distribution Date,
for any reason,  the Trustee shall promptly mail notice thereof to each affected
Certificateholder.

(c) Upon  presentation and surrender of the Class A-I and Class M-I Certificates
by  the  Certificateholders  thereof,  the  Trustee  shall  distribute  to  such
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  I or the  outstanding  Class  A-I  and  Class  M-I
Certificates, or (ii) if the Master Servicer elected to so repurchase the assets
of the Trust Fund I or the outstanding Class A-I and Class M-I Certificates,  an
amount equal to the price paid  pursuant to Section  9.01(a) as follows:  first,
with  respect  to the  Class  A-I  Certificates,  pari  passu,  the  outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the  related  Interest  Accrual  Period and any  previously  unpaid  Accrued
Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case
of Prepayment  Interest  Shortfalls,  accrued interest thereon at the applicable
Pass-Through Rate,  second,  with respect to the Class M-I-1  Certificates,  the
outstanding  Certificate  Principal  Balance thereof,  plus Accrued  Certificate
Interest  thereon for the related  Interest  Accrual  Period and any  previously
unpaid Accrued Certificate  Interest,  any unpaid Prepayment Interest Shortfalls
and, in the case of Prepayment Interest Shortfalls,  accrued interest thereon at
the  applicable  Pass-Through  Rate,  third,  with  respect  to the Class  M-I-2
Certificates,  the  outstanding  Certificate  Principal  Balance  thereof,  plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and
any  previously  unpaid  Accrued  Certificate  Interest,  any unpaid  Prepayment
Interest  Shortfalls  and, and, in the case of Prepayment  Interest  Shortfalls,
accrued  interest  thereon at the applicable  Pass-Through  Rate,  fourth,  with
respect to the Class M-I-3 Certificates,  the outstanding  Certificate Principal
Balance  thereof,  plus  Accrued  Certificate  Interest  thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate  Interest,
any  unpaid  Prepayment  Interest  Shortfalls  and,  in the  case of  Prepayment
Interest  Shortfalls,  accrued interest  thereon at the applicable  Pass-Through
Rate, and fifth, to the Class SB-I Certificates. Upon presentation and surrender
of the Class A-II and Class M-II Certificates by the Certificateholders thereof,
the Trustee shall distribute to such 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 II or the
outstanding  Class  A-II and  Class  M-II  Certificates,  or (ii) if the  Master
Servicer  elected  to so  repurchase  the  assets  of the  Trust  Fund II or the
outstanding Class A-II and Class M-II Certificates, an amount equal to the price
paid pursuant to Section  9.01(a) as follows:  first,  with respect to the Class
A-II  Certificates,  pari passu, the outstanding  Certificate  Principal Balance
thereof,  plus Accrued  Certificate  Interest  thereon for the related  Interest
Accrual  Period and any  previously  unpaid Accrued  Certificate  Interest,  any
unpaid Prepayment  Interest  Shortfalls and, in the case of Prepayment  Interest
Shortfalls,  accrued  interest  thereon  at the  applicable  Pass-Through  Rate,
second,  with  respect  to  the  Class  M-II-1  Certificates,   the  outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the  related  Interest  Accrual  Period and any  previously  unpaid  Accrued
Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case
of Prepayment  Interest  Shortfalls,  accrued interest thereon at the applicable
Pass-Through  Rate,  third, with respect to the Class M-II-2  Certificates,  the
outstanding  Certificate  Principal  Balance thereof,  plus Accrued  Certificate


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Interest  thereon for the related  Interest  Accrual  Period and any  previously
unpaid Accrued Certificate  Interest,  any unpaid Prepayment Interest Shortfalls
and,  and,  in the case of  Prepayment  Interest  Shortfalls,  accrued  interest
thereon at the applicable  Pass-Through Rate, fourth,  with respect to the Class
M-II-3 Certificates, the outstanding Certificate Principal Balance thereof, plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and
any  previously  unpaid  Accrued  Certificate  Interest,  any unpaid  Prepayment
Interest Shortfalls and, in the case of Prepayment Interest Shortfalls,  accrued
interest  thereon at the applicable  Pass-Through  Rate, and fifth, to the Class
SB-II Certificates.

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

(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 Eligible  Account
established  by the Master  Servicer  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 shall have
no further  obligation  or  liability  therefor  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.

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<PAGE>

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

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

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

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

(iii)   If the Master Servicer is exercising its right to purchase the assets of
        the Trust Fund, the Master Servicer shall, during the 90-day liquidation
        period and at or prior to the Final Distribution  Date,  purchase all of
        the assets of the Trust Fund for cash;

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

                                   ARTICLE X

                                REMIC PROVISIONS

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

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

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

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

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

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

(f) The Master Servicer and the REMIC  Administrator shall take such actions and
shall cause each REMIC created  hereunder to take such actions as are reasonably
within the Master Servicer's or the REMIC Administrator's  control and the scope
of its  duties  more  specifically  set forth  herein as shall be  necessary  or
desirable to maintain the status  thereof as a REMIC under the REMIC  Provisions
(and the Trustee shall assist the Master  Servicer and the REMIC  Administrator,
to the  extent  reasonably  requested  by the  Master  Servicer  and  the  REMIC
Administrator  to do so). In performing  their duties as more  specifically  set
forth  herein,  the  Master  Servicer  and the  REMIC  Administrator  shall  not
knowingly  or  intentionally  take any action,  cause the Trust Fund to take any
action  or fail to take (or fail to cause to be  taken)  any  action  reasonably
within their  respective  control and the scope of duties more  specifically set
forth herein,  that, under the REMIC  Provisions,  if taken or not taken, as the
case may be, could (i) endanger the status of any REMIC  created  hereunder as a


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REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder
(including but not limited to the tax on prohibited  transactions  as defined in
Section  860F(a)(2) of the Code (except as provided in Section 2.04) and the tax
on  contributions  to a REMIC set forth in Section  860G(d) of the Code) (either
such  event,  in the  absence of an  Opinion  of Counsel or the  indemnification
referred  to in this  sentence,  an  "Adverse  REMIC  Event")  unless the Master
Servicer or the REMIC Administrator,  as applicable,  has received an Opinion of
Counsel  (at the  expense of the party  seeking to take such  action or, if such
party  fails  to pay  such  expense,  and  the  Master  Servicer  or  the  REMIC
Administrator, as applicable,  determines that taking such action is in the best
interest  of the Trust Fund and the  Certificateholders,  at the  expense of the
Trust  Fund,  but in no event at the expense of the Master  Servicer,  the REMIC
Administrator  or the Trustee) to the effect that the  contemplated  action will
not, with respect to the Trust Fund created hereunder,  endanger such status or,
unless the Master  Servicer or the REMIC  Administrator  or both, as applicable,
determine in its or their sole  discretion  to indemnify  the Trust Fund against
the imposition of such a tax,  result in the imposition of such a tax.  Wherever
in this Agreement a  contemplated  action may not be taken because the timing of
such action might result in the  imposition  of a tax on the Trust Fund,  or may
only be taken  pursuant  to an  Opinion of Counsel  that such  action  would not
impose a tax on the Trust Fund,  such action may  nonetheless  be taken provided
that the  indemnity  given in the  preceding  sentence with respect to any taxes
that  might be  imposed  on the  Trust  Fund has been  given  and that all other
preconditions  to the taking of such  action  have been  satisfied.  The Trustee
shall not take or fail to take any action (whether or not authorized  hereunder)
as to which the Master Servicer or the REMIC Administrator,  as applicable,  has
advised it in writing  that it has  received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action or inaction,
as the case may be. In addition,  prior to taking any action with respect to the
Trust Fund or its assets, or causing the Trust Fund to take any action, which is
not  expressly  permitted  under the terms of this  Agreement,  the Trustee will
consult with the Master Servicer or the REMIC Administrator,  as applicable,  or
its  designee,  in writing,  with  respect to whether such action could cause an
Adverse  REMIC  Event to occur with  respect  to the Trust Fund and the  Trustee
shall not take any such  action or cause the Trust Fund to take any such  action
as to which the Master Servicer or the REMIC Administrator,  as applicable,  has
advised it in writing  that an  Adverse  REMIC  Event  could  occur.  The Master
Servicer or the REMIC Administrator,  as applicable, may consult with counsel to
make  such  written  advice,  and the cost of same  shall be borne by the  party
seeking to take the action not expressly permitted by this Agreement,  but in no
event at the expense of the Master Servicer or the REMIC  Administrator.  At all
times  as  may be  required  by the  Code,  the  Master  Servicer  or the  REMIC
Administrator,  as  applicable,  will to the extent  within its  control and the
scope of its duties more specifically set forth herein,  maintain  substantially
all of the assets of the REMIC as  "qualified  mortgages"  as defined in Section
860G(a)(3)  of the  Code and  "permitted  investments"  as  defined  in  Section
860G(a)(5) of the Code.

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

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<PAGE>

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

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

(j)  Neither  the Master  Servicer  nor the  Trustee  shall  (subject to Section
10.01(f)) enter into any  arrangement by which any REMIC created  hereunder will
receive a fee or other  compensation  for services nor permit any REMIC  created
hereunder 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  purposes  of  Section   1.860G-1(a)(4)(iii)  of  the  Treasury
Regulations,  the "latest possible maturity date" by which the principal balance
of each  regular  interest  in each REMIC  would be reduced to zero is April 25,
2033, which is the  Distribution  Date in the month following the last scheduled
payment on any Mortgage Loan.

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

(m)  Neither  the Trustee  nor the Master  Servicer  shall  sell,  dispose of or
substitute  for any of the Mortgage  Loans  (except in  connection  with (i) the
default,  imminent default or foreclosure of a Mortgage Loan,  including but not
limited to, the acquisition or sale of a Mortgaged  Property acquired by deed in
lieu  of  foreclosure,  (ii)  the  bankruptcy  of  the  Trust  Fund,  (iii)  the
termination  of any REMIC  pursuant  to Article IX of this  Agreement  or (iv) a
purchase of Mortgage Loans  pursuant to Article II or III of this  Agreement) or
acquire  any assets for any REMIC or sell or dispose of any  investments  in the
Custodial   Account  or  the  Certificate   Account  for  gain,  or  accept  any
contributions  to any REMIC  after the Closing  Date  unless it has  received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect  adversely  the status of either of REMIC I, REMIC II, REMIC III,
REMIC IV and REMIC V as a REMIC or (b) unless the Master Servicer has determined
in its sole  discretion to indemnify the Trust Fund against such tax,  cause any
REMIC to be subject to a tax on  "prohibited  transactions"  or  "contributions"
pursuant to the REMIC Provisions. The Trustee shall treat the Mortgage Insurance
Premium  Taxes  Reserve  Fund as an outside  reserve  fund within the meaning of
Treasury Regulation 1.860G-2(h).

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

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


                                      144
<PAGE>

limitation,  any reasonable attorneys fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's  covenants set forth in Article
VIII or this Article X.

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

(c) The Master Servicer  agrees to indemnify the Trust Fund, the Depositor,  the
REMIC Administrator and the Trustee for any taxes and costs (including,  without
limitation,  any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Depositor,  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.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

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

(a)     This  Agreement or any  Custodial  Agreement may be amended from time to
        time by the Depositor,  the Master Servicer and the Trustee, without the
        consent of any of the Certificateholders:

(i)     to cure any ambiguity,

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

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

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


                                      145
<PAGE>

     any Class of Certificates below the lower of the then-current rating or the
     rating  assigned to such  Certificates as of the Closing Date, as evidenced
     by a letter from each Rating Agency to such effect,

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

(vi)    to make any other  provisions  with  respect  to  matters  or  questions
        arising under this Agreement or such Custodial Agreement which shall not
        be  materially  inconsistent  with  the  provisions  of this  Agreement,
        provided  that such  action  shall not,  as  evidenced  by an Opinion of
        Counsel,  adversely  affect in any material respect the interests of any
        Certificateholder and is authorized or permitted under Section 11.01.

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

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

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

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

(c)     Notwithstanding  any contrary  provision of this Agreement,  the Trustee
        shall not consent to any  amendment  to this  Agreement  unless it shall
        have first  received  an Opinion of Counsel (at the expense of the party
        seeking  such  amendment)  to the  effect  that  such  amendment  or the
        exercise of any power granted to the Master  Servicer,  the Depositor or
        the Trustee in  accordance  with such  amendment  will not result in the
        imposition  of a federal  tax on the Trust Fund or cause  REMIC I, REMIC
        II, REMIC III,  REMIC IV and REMIC V to fail to qualify as REMICs at any
        time  that  any  Certificate  is  outstanding;  provided,  that  if  the
        indemnity  described in Section  10.01(f) with respect to any taxes that
        might be imposed on the Trust Fund has been given, the Trustee shall not
        require the  delivery to it of the Opinion of Counsel  described in this
        Section  11.01(c).  The Trustee may but shall not be  obligated to enter
        into any  amendment  pursuant to this  Section  that affects its rights,
        duties  and  immunities  and  this  Agreement  or  otherwise;  provided,
        however, such consent shall not be unreasonably withheld.

                                      146
<PAGE>

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

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

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

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

(a) To the extent  permitted by  applicable  law,  this  Agreement is subject to
recordation in all appropriate  public offices for real property  records in all
the  counties  or other  comparable  jurisdictions  in  which  any or all of the
properties  subject to the Mortgages are situated,  and in any other appropriate
public  recording  office or elsewhere,  such  recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee  (pursuant to the
request of the  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.

                                      147
<PAGE>

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

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

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

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

(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute  any suit,  action or proceeding in equity or at law upon
or under or with respect to this Agreement,  unless such Holder previously shall
have given to the  Trustee a written  notice of default  and of the  continuance
thereof, as hereinbefore  provided,  and unless also the Holders of Certificates
of any  Class  evidencing  in the  aggregate  not less  than 25% of the  related
Percentage  Interests of such Class,  shall have made  written  request upon the
Trustee to institute such action,  suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable  indemnity as it
may require against the costs,  expenses and liabilities to be incurred  therein
or  thereby,  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.
               -------

        All  demands  and  notices  hereunder  shall be in writing  and shall be
deemed  to have  been  duly  given  if  personally  delivered  at or  mailed  by
registered mail,  postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor,  8400 Normandale Lake Boulevard,  Suite 250,  Minneapolis,  Minnesota
55437,  Attention:  President  (RASC), or such other address as may hereafter be
furnished to the Master  Servicer  and the Trustee in writing by the  Depositor;
(b) in the case of the Master  Servicer,  2255 North  Ontario  Street,  Burbank,


                                      148
<PAGE>

California 91504-3120,  Attention:  Bond Administration or such other address as
may be  hereafter  furnished  to the  Depositor  and the  Trustee  by the Master
Servicer  in writing;  (c) in the case of the  Trustee,  4 New York  Plaza,  6th
Floor,   New   York,   New   York   10004,   Attention:    Institutional   Trust
Services/Structured Finance Services, RASC 2003-KS2 or such other address as may
hereafter be furnished to the  Depositor  and the Master  Servicer in writing by
the Trustee;  (d) in the case of Standard & Poor's,  55 Water Street,  New York,
New York 10041; Attention: Mortgage Surveillance or such other address as may be
hereafter furnished to the Depositor,  Trustee and Master Servicer by Standard &
Poor's; (e) in the case of Moody's,  99 Church Street, New York, New York 10007,
Attention: ABS Monitoring Department,  or such other address as may be hereafter
furnished to the  Depositor,  the Trustee and the Master  Servicer in writing by
Moody's. (f) in the case of the Hedge Counterparty,  Bank of America,  N.A., 233
South Wacker Drive, Suite 2800,  Chicago,  Illinois 60606, or such other address
as may be  hereafter  furnished  to the  Depositor,  the  Trustee and the Master
Servicer in writing by the Hedge  Counterparty  (g) in the case of the MI Policy
Provider,  Mortgage Guaranty  Insurance  Corporation,  270 East Kilbourne Avenue
Milwaukee, Wisconsin 53202, Attention: Consumer Asset-Backed Securities Group or
such other address as may be hereafter  furnished to the Depositor,  the Trustee
and the Master Servicer in writing by the MI Policy Provider and (h) in the case
of the  Mortgage  Insurance  Co-Trustee,  J.P.  Morgan Trust  Company,  National
Association,  101 California Street, Suite 3800, San Francisco, CA 94111 or such
other address as may be hereafter furnished to the Depositor,  the Trustee,  the
Master Servicer and the MI Policy Provider in writing by the Mortgage  Insurance
Co-Trustee. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first  class  mail,  postage  prepaid,  at the address of such
holder as shown in the  Certificate  Register.  Any notice so mailed  within the
time prescribed in this Agreement  shall be  conclusively  presumed to have been
duly given, whether or not the Certificateholder receives such notice.

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

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

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

(b) the occurrence of an Event of Default,

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

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

                                      149
<PAGE>

(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 each Subservicer of any such event known to the Master
Servicer.

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

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

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

(a) This  Agreement may be  supplemented  by means of the addition of a separate
Article hereto (a "Supplemental  Article") for the purpose of resecuritizing any
of the Certificates issued hereunder,  under the following  circumstances.  With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class,  as to which the Depositor or any of its  Affiliates  (or any
designee thereof) is the registered Holder (the  "Resecuritized  Certificates"),
the  Depositor  may deposit such  Resecuritized  Certificates  into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring  Vehicle") to be
held by the Trustee pursuant to a Supplemental  Article. The instrument adopting
such  Supplemental  Article shall be executed by 153 the  Depositor,  the Master
Servicer and the  Trustee;  provided,  that neither the Master  Servicer nor the
Trustee shall withhold their consent thereto if their respective interests would
not be materially  adversely  affected thereby.  To the extent that the terms of
the  Supplemental  Article  do not in any  way  affect  any  provisions  of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the  Supplemental  Article  shall  not  constitute  an  "amendment"  of  this
Agreement.  Each Supplemental  Article shall set forth all necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and  any  other  provisions  necessary  to the  purposes  thereof.  In
connection with each  Supplemental  Article,  the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental Article will not endanger the status of any REMIC created hereunder
as a REMIC or result in the  imposition of a tax upon the Trust Fund  (including
but not  limited  to the tax on  prohibited  transaction  as  defined in Section
860F(a)(2) of the Code and the tax on  contributions  to a REMIC as set forth in
Section 860G(d) of the Code.

Section 11.09. Third-Party Beneficiary.
               -----------------------

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



                                      150
<PAGE>

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

[Seal] RESIDENTIAL ASSET SECURITIES CORPORATION


                                                  By:
Attest:                                              Name: Benita Bjorgo
      Name:                                          Title:   Vice President
      Title:
[Seal] RESIDENTIAL FUNDING CORPORATION



Attest:                                           By:
       ------------------------------
       Name:                                         Name: Julie Steinhagen
       Title:                                        Title:   Director
[Seal]                                            JPMORGAN CHASE BANK as Trustee


Attest:                                           By:
       ------------------------------
      Name:                                           Name:
      Title:                                          Title:
Solely with respect to Section 3.21, as Mortgage Insurance Co-Trustee:


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION


By: ........................................
     Name:
     Title:


<PAGE>


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

        On the ____ day of _________, 2003 before me, a notary public in and for
said  State,  personally  appeared  Benita  Bjorgo,  known  to me  to be a  Vice
President of Residential Asset Securities  Corporation,  one of the corporations
that executed the within  instrument,  and also known to me to be the person who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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

                                            Notary Public

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

[Notarial Seal]



<PAGE>


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

        On the ____ day of _________, 2003 before me, a notary public in and for
said State,  personally appeared Julie Steinhagen,  known to me to be a Director
of Residential  Funding  Corporation,  one of the corporations that executed the
within  instrument,  and also known to me to be the person  who  executed  it on
behalf  of  said  corporation,  and  acknowledged  to me that  such  corporation
executed the within instrument.

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

                                            Notary Public


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


[Notarial Seal]



<PAGE>


STATE OF                     )
                             ) ss.:
COUNTY OF                    )

        On the ____ day of _________, 2003 before me, a notary public in and for
said State, personally appeared ___________________________, known to me to be a
_____________________________  of  JPMorgan  Chase  Bank,  a  New  York  banking
corporation that executed the within instrument,  and also known to me to be the
person who executed it on behalf of said banking corporation and acknowledged to
me that such banking corporation executed the within instrument.

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

                                            Notary Public


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


[Notarial Seal]


<PAGE>
                                    EXHIBIT A

                        FORM OF CLASS A-[___] CERTIFICATE

        SOLELY FOR U.S.  FEDERAL  INCOME TAX  PURPOSES,  THIS  CERTIFICATE  IS A
"REGULAR  INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE
TERMS ARE  DEFINED,  RESPECTIVELY,  IN  SECTIONS  860G AND 860D OF THE  INTERNAL
REVENUE CODE OF 1986 [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD
MAINTENANCE AGREEMENT].

        [THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY  THE  PRINCIPAL   PAYMENTS  HEREON  AND  REALIZED  LOSSES  ALLOCABLE  HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW.  ANYONE  ACQUIRING THIS  CERTIFICATE  MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.]

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



<PAGE>



<TABLE>

<S>                           <C>
Class A-[___] Certificate No. 1

                                                  [Adjustable Pass-Through Rate]
                                                  [Fixed Pass-Through Rate]
Date of Pooling and Servicing Agreement
and Cut-off Date:                                 Percentage Interest: __________%
March 1, 2003

First Distribution Date:                          Aggregate Initial [Certificate Principal
April 25, 2003                                    Balance] [Notional Amount] of the
                                                  Class A-[___] Certificates:
                                                  $---------------------------

Master Servicer:
Residential Funding Corporation

Final Scheduled Distribution Date:                Initial [Certificate Principal Balance]
[______________]                                  [Notional Amount] of this Class A-[___]
                                                  Certificate:
                                                  $---------------------------

Maturity Date:                                    CUSIP: _____________________
April 25, 2033
</TABLE>


                 HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2003-KS2

               evidencing a percentage  interest in the distributions  allocable
               to the Class  A-[___]  Certificates  with respect to a Trust Fund
               consisting primarily of a pool of [fixed]  [adjustable]  interest
               rate,   first  [and  junior]  lien  mortgage  loans  on  one-  to
               four-family  residential  properties  sold by  RESIDENTIAL  ASSET
               SECURITIES CORPORATION

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

        This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain  distributions with respect to
the  Trust  Fund  consisting  primarily  of an  interest  in a pool  of  [fixed]
[adjustable]  interest  rate,  first lien mortgage loans on one- to four- family

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage  Loan, and (ii) the purchase by the Master  Servicer
from the Trust Fund of all remaining  Group [_] Loans and all property  acquired
in respect of such Group [_] Loans,  thereby  effecting early  retirement of the
related Class A-[_] and Class M-[_]  Certificates.  The Agreement  permits,  but
does not require, the Master Servicer (i) to purchase,  at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole,  but not in part,
all of the Class A-[_] and Class M-[_]  Certificates  from the Holders  thereof,
provided,  that any such option may only be  exercised  if the Stated  Principal
Balance  before  giving  effect  to  the   distributions  to  be  made  on  such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such  purchase are  distributed  is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.

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



<PAGE>


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

                                                   JPMORGAN CHASE BANK,
                                                   as Trustee




                                                      By:.....................
                                                      Authorized Signatory

Dated:  April 2, 2003



                          CERTIFICATE OF AUTHENTICATION

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



                                                   JPMORGAN CHASE BANK,
                                                   as Certificate Registrar



                                                   By:  ________________________
                                                      Authorized Signatory



<PAGE>


                                   ASSIGNMENT

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

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

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

Dated:_____________________           ____________________________________
                                      Signature by or on behalf of assignor


                                        __________________________________
                                                   Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available  fund  to_________________________________________  for the account of
_______________________ account  number__________________________  or, if mailed
by check, to ______________________________.

        Applicable statements should be mailed to_____________________________.

     This  information is provided by  ___________________________________,  the
assignee named above, or ______________________________, as its agent.



<PAGE>

                                    EXHIBIT B

                        FORM OF CLASS M-[___] CERTIFICATE

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

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

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

        ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT  MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN ACTING,  DIRECTLY OR INDIRECTLY,  ON BEHALF OF OR PURCHASING
ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN  INVESTOR"),  (B) IT HAS
ACQUIRED AND IS HOLDING SUCH  CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION
EXEMPTION  ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34,  62 FED. REG.  39021 (JULY 21,  1997),  PTE 2000-58,  65 FED. REG.  67765
(NOVEMBER 13, 2000) AND PTE 2002-41,  67 FED. REG.  54487 (AUGUST 22, 2002) (THE
"RFC EXEMPTION"),  AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN  CONDITIONS TO
THE  AVAILABILITY OF THE RFC EXEMPTION  INCLUDING THAT SUCH  CERTIFICATE MUST BE
RATED,  AT THE TIME OF PURCHASE,  NOT LOWER THAN "BBB-" (OR ITS  EQUIVALENT)  BY
STANDARD & POOR'S OR MOODY'S OR (C) (I) THE TRANSFEREE IS AN INSURANCE  COMPANY,
(II) THE  SOURCE OF FUNDS TO BE USED BY IT TO  PURCHASE  THE  CERTIFICATE  IS AN
"INSURANCE  COMPANY GENERAL ACCOUNT"  (WITHIN THE MEANING OF U.S.  DEPARTMENT OF
LABOR PROHIBITED  TRANSACTION  CLASS EXEMPTION  ("PTCE")  95-60),  AND (III) THE
CONDITIONS  SET FORTH IN  SECTIONS I AND III OF PTCE  95-60 HAVE BEEN  SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY").

<PAGE>

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

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



<PAGE>





<TABLE>



<S>                                                               <C>
Class M-[___]                                     Certificate No. 1

                                                  [Adjustable Pass-Through Rate]
                                                  [Fixed Pass-Through Rate]
Date of Pooling and Servicing Agreement
and Cut-off Date:                                 Percentage Interest: 100%
March 1, 2003

First Distribution Date:                          Aggregate Initial Certificate Principal
April 25, 2003                                    Balance of the Class M-[___] Certificates:
                                                  $---------------------------

Master Servicer:
Residential Funding Corporation

Final Scheduled Distribution Date:                Initial Certificate Principal Balance
[______________]                                  of this Class M-[___] Certificate:
                                                  $---------------------------

Maturity Date:                                    CUSIP: ______________________
April 25, 2033
</TABLE>


                 HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2003-KS2

               evidencing a percentage  interest in the distributions  allocable
               to the Class  M-[___]  Certificates  with respect to a Trust Fund
               consisting primarily of a pool of [fixed]  [adjustable]  interest
               rate,   first  [and  junior]  lien  mortgage  loans  on  one-  to
               four-family  residential  properties  sold by  RESIDENTIAL  ASSET
               SECURITIES CORPORATION

        This  Certificate  is payable  solely from the assets of the Trust Fund,
and does not  represent  an  obligation  of or  interest  in  Residential  Asset
Securities  Corporation,  the Master Servicer,  the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their  affiliates.  Neither this Certificate
nor the underlying  Mortgage Loans are guaranteed or insured by any governmental

<PAGE>

agency or  instrumentality or by Residential Asset Securities  Corporation,  the
Master  Servicer,  the  Trustee or GMAC  Mortgage  Group,  Inc.  or any of their
affiliates.  None of the Depositor,  the Master  Servicer,  GMAC Mortgage Group,
Inc. or any of their  affiliates  will have any  obligation  with respect to any
certificate  or other  obligation  secured by or payable  from  payments  on the
Certificates.

        This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain  distributions with respect to
the  Trust  Fund  consisting  primarily  of an  interest  in a pool  of  [fixed]
[adjustable]  interest  rate,  first lien mortgage loans on one- to four- family
residential  properties  (the  "Mortgage  Loans"),  sold  by  Residential  Asset
Securities Corporation  (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement  referred to below). The Trust Fund was
created  pursuant to a Pooling and Servicing  Agreement dated as specified above
(the  "Agreement")  among the Depositor,  the Master Servicer and JPMorgan Chase
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,
the capitalized  terms used herein have the meanings  assigned in the Agreement.
This  Certificate  is issued under and is subject to the terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

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

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

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

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

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

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

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

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

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

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

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

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

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage  Loan, and (ii) the purchase by the Master  Servicer
from the Trust Fund of all remaining  Group [_] Loans and all property  acquired
in respect of such Group [_] Loans,  thereby  effecting early  retirement of the
related Class A-[_] and Class M-[_]  Certificates.  The Agreement  permits,  but
does not require, the Master Servicer (i) to purchase,  at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole,  but not in part,
all of the Class A-[_] and Class M-[_]  Certificates  from the Holders  thereof,
provided,  that any such option may only be  exercised  if the Stated  Principal
Balance  before  giving  effect  to  the   distributions  to  be  made  on  such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such  purchase are  distributed  is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.

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

<PAGE>

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

                                                   JPMORGAN CHASE BANK,
                                                   as Trustee




                                                      By:......................
                                                      Authorized Signatory

Dated:  April 2, 2003



                          CERTIFICATE OF AUTHENTICATION

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



                                                   JPMORGAN CHASE BANK,
                                                   as Certificate Registrar



                                                   By:  _______________________
                                                      Authorized Signatory



<PAGE>


                                   ASSIGNMENT

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

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

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

Dated:_____________________           ____________________________________
                                      Signature by or on behalf of assignor


                                        __________________________________
                                                   Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available  fund  to_________________________________________  for the account of
_______________________ account  number__________________________  or, if mailed
by check, to ______________________________.

        Applicable statements should be mailed to_____________________________.

     This  information is provided by  ___________________________________,  the
assignee named above, or ______________________________, as its agent.




<PAGE>

                                    EXHIBIT C

                        FORM OF CLASS SB-[_] CERTIFICATE

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

        SOLELY FOR U.S.  FEDERAL  INCOME TAX  PURPOSES,  THIS  CERTIFICATE  IS A
"REGULAR  INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE
TERMS ARE  DEFINED,  RESPECTIVELY,  IN  SECTIONS  860G AND 860D OF THE  INTERNAL
REVENUE CODE OF 1986 [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD
MAINTENANCE AGREEMENT].

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

        NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO
ANY PLAN  SUBJECT  TO ERISA OR  SECTION  4975 OF THE CODE,  ANY  PERSON  ACTING,
DIRECTLY OR INDIRECTLY,  ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH
CERTIFICATES  WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE  DEPARTMENT
OF  LABOR  REGULATION  PROMULGATED  AT  29  C.F.R.  SS.2510.3-101  ("PLAN  ASSET
REGULATIONS")  UNLESS THE  DEPOSITOR,  THE TRUSTEE AND THE MASTER  SERVICER  ARE
PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE
DEPOSITOR,  THE  TRUSTEE  AND THE  MASTER  SERVICER  THAT THE  PURCHASE  OF THIS
CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY PROHIBITED  TRANSACTION  UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION  4975 OF THE CODE) IN ADDITION  TO THOSE  UNDERTAKEN  IN THE  AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF. THE  DEPOSITOR,  THE MASTER
SERVICER, THE TRUSTEE OR THE TRUST FUND.



<PAGE>






<TABLE>


<S>                          <C>
Class SB-[_] Certificate No. 1

Date of Pooling and Servicing Agreement           Percentage Interest: 100.00%
and Cut-off Date:
March 1, 2003

First Distribution Date:                          Aggregate Initial Notational Principal
April 25, 2003                                    Balance of the Class SB-[_] Certificates:
                                                  $---------------------------

Master Servicer:
Residential Funding Corporation

Maturity Date:                                    Initial Notational Balance
April 25, 2033                                    of this Class SB-[_] Certificate:
                                                  $---------------------------


                                                  CUSIP: _____________________

</TABLE>

                 HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2003-KS2

               evidencing a percentage  interest in the distributions  allocable
               to the Class  SB-[_]  Certificates  with  respect to a Trust Fund
               consisting primarily of a pool of adjustable interest rate, first
               [and  junior]  lien  mortgage   loans  on  one-  to   four-family
               residential  properties  sold  by  RESIDENTIAL  ASSET  SECURITIES
               CORPORATION

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

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

<PAGE>

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

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

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

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York.  The Notional
Amount of this Class SB-[_]  Certificate as of any date of determination will be
calculated as described in the  Agreement.  This Class SB-[_]  Certificate  will
accrue interest at the Pass-Through  Rate on the Notional Amount as indicated in
the  definition of Accrued  Certificate  Interest in the  Agreement.  This Class
SB-[_]  Certificate  will  not  accrue  interest  on its  Certificate  Principal
Balance.

        No transfer of this Class  SB-[_]  Certificate  will be made unless such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Depositor  may  require  an  opinion of counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Depositor that such transfer is exempt (describing the applicable  exemption and
the  basis  therefor)  from  or is  being  made  pursuant  to  the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state and (ii) the transferee shall execute an investment  letter
in the form  described by the  Agreement.  The Holder hereof  desiring to effect
such  transfer  shall,  and does hereby agree to,  indemnify  the  Trustee,  the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee  against  any  liability  that may result if the  transfer is not so
exempt or is not made in accordance with such Federal and state laws.
<PAGE>

        No transfer of this  Certificate or any interest herein shall be made to
any Plan  subject  to ERISA or  Section  4975 of the Code,  any  Person  acting,
directly or indirectly,  on behalf of any such Plan or any Person acquiring such
Certificates  with "plan assets" of a Plan within the meaning of the  Department
of  Labor  regulation  promulgated  at  29  C.F.R.  ss.2510.3-101  ("Plan  Asset
Regulations")  unless the  Depositor,  the Trustee and the MasteR  Servicer  are
provided with an Opinion of Counsel which establishes to the satisfaction of the
Depositor,  the  Trustee  and the  Master  Servicer  that the  purchase  of this
Certificate is permissible  under  applicable law, will not constitute or result
in any prohibited  transaction  under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations or liabilities under ERISA or
Section  4975 of the Code) in addition  to those  undertaken  in the  Agreement,
which  Opinion of Counsel shall not be an expense of the  Depositor,  the Master
Servicer, the Trustee or the Trust Fund.

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

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

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

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

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

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

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

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

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

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage  Loan, and (ii) the purchase by the Master  Servicer
from the Trust Fund of all remaining  Group [_] Loans and all property  acquired
in respect of such Group [_] Loans,  thereby  effecting early  retirement of the
related Class A-[_] and Class M-[_]  Certificates.  The Agreement  permits,  but
does not require, the Master Servicer (i) to purchase,  at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole,  but not in part,
all of the Class A-[_] and Class M-[_]  Certificates  from the Holders  thereof,
provided,  that any such option may only be  exercised  if the Stated  Principal
Balance  before  giving  effect  to  the   distributions  to  be  made  on  such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such  purchase are  distributed  is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.

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



<PAGE>


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

                                                   JPMORGAN CHASE BANK,
                                                   as Trustee




                                                      By:......................
                                                      Authorized Signatory

Dated:  April 2, 2003



                          CERTIFICATE OF AUTHENTICATION

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



                                                   JPMORGAN CHASE BANK,
                                                   as Certificate Registrar



                                                   By:  _______________________
                                                      Authorized Signatory



<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_____________________           ____________________________________
                                      Signature by or on behalf of assignor


                                        __________________________________
                                                   Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available  fund  to_________________________________________  for the account of
_______________________ account  number__________________________  or, if mailed
by check, to ______________________________.

        Applicable statements should be mailed to_____________________________.

     This  information is provided by  ___________________________________,  the
assignee named above, or ______________________________, as its agent.





<PAGE>

                                    EXHIBIT D

                        FORM OF CLASS R-[___] CERTIFICATE

        THE  CLASS  R-[___]   CERTIFICATE  WILL  NOT  BE  ENTITLED  TO  PAYMENTS
CONSTITUTING THE AVAILABLE  DISTRIBUTION  AMOUNT UNTIL SUCH TIME AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").

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

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

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

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

        NO TRANSFER OF THIS  CERTIFICATE  MAY BE MADE TO ANY PERSON,  UNLESS THE
TRANSFEREE  PROVIDES EITHER A  CERTIFICATION  PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT  OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE MASTER  SERVICER,  THE
DEPOSITOR  AND THE  TRUSTEE  THAT  THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.

        ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS  CERTIFICATE  MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH  TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY 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), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION,  OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING,  (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION

<PAGE>

521 OF THE CODE)  WHICH IS EXEMPT  FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS  SUCH  ORGANIZATION  IS SUBJECT TO THE TAX  IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE  INCOME),  (D) RURAL  ELECTRIC AND TELEPHONE  COOPERATIVES  DESCRIBED IN
SECTION  1381(A)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON  DESCRIBED IN THE FOREGOING  CLAUSES
(A),  (B),  (C),  (D)  OR  (E)  BEING  HEREIN  REFERRED  TO  AS A  "DISQUALIFIED
ORGANIZATION"),  OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE
OF SUCH  TRANSFER IS TO IMPEDE THE  ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE  SATISFIES CERTAIN  ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED  TRANSFEREE.  NOTWITHSTANDING  THE REGISTRATION IN THE
CERTIFICATE  REGISTER  OR ANY  TRANSFER,  SALE  OR  OTHER  DISPOSITION  OF  THIS
CERTIFICATE  TO A  DISQUALIFIED  ORGANIZATION  OR  AN  AGENT  OF A  DISQUALIFIED
ORGANIZATION,  SUCH  REGISTRATION  SHALL BE  DEEMED  TO BE OF NO LEGAL  FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A  CERTIFICATEHOLDER
FOR ANY  PURPOSE  HEREUNDER,  INCLUDING,  BUT NOT  LIMITED  TO,  THE  RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.



<PAGE>








Class R-[___] Subordinate Certificate No. 1

Date of Pooling and Servicing Agreement           Percentage Interest: 100.00%
and Cut-off Date:
March 1, 2003

Master Servicer:
Residential Funding Corporation


                 HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2003-KS2

               evidencing a percentage  interest in the distributions  allocable
               to the Class  R-[___]  Certificates  with respect to a Trust Fund
               consisting  primarily  of mortgage  loans on one- to  four-family
               residential  properties  sold  by  RESIDENTIAL  ASSET  SECURITIES
               CORPORATION

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

        This certifies that  Residential  Funding  Corporation is the registered
owner of the  Percentage  Interest  evidenced  by this  Certificate  in  certain
distributions  with respect to the Trust Fund consisting  primarily of a pool of
adjustable  rate,  first lien mortgage loans on one- to four-family  residential
properties  (the  "Mortgage  Loans"),   sold  by  Residential  Asset  Securities
Corporation  (hereinafter  called  the  "Depositor,"  which  term  includes  any
successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant to a Pooling and Servicing  Agreement dated as specified above
(the  "Agreement)  among the Depositor,  the Master  Servicer and JPMorgan Chase
Bank,  as  trustee  (the  "Trustee"),  a summary  of  certain  of the  pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,
the capitalized  terms used herein have the meanings  assigned in the Agreement.
This  Certificate  is issued under and is subject to the terms,  provisions  and
conditions of the Agreement,  to which Agreement the Holder of this  Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

<PAGE>

the related Available  Distribution  Amount in an amount equal to the product of
the  Percentage  Interest  evidenced  by this  Certificate  and,  the  amount of
interest and  principal,  if any,  required to be  distributed to the Holders of
Class R-[___] Certificates on such Distribution Date.

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

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

        No transfer of this Class R-[___]  Certificate  will be made unless such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Depositor  may  require  an  opinion of counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Depositor that such transfer is exempt (describing the applicable  exemption and
the  basis  therefor)  from  or is  being  made  pursuant  to  the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state and (ii) the transferee shall execute an investment  letter
in the form  described by the  Agreement.  The Holder hereof  desiring to effect
such  transfer  shall,  and does hereby agree to,  indemnify  the  Trustee,  the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee  against  any  liability  that may result if the  transfer is not so
exempt or is not made in accordance with such Federal and state laws.

        No transfer of this  Certificate or any interest herein shall be made to
any Plan  subject  to ERISA or  Section  4975 of the Code,  any  Person  acting,
directly or indirectly,  on behalf of any such Plan or any Person acquiring such
Certificates  with "plan assets" of a Plan within the meaning of the  Department
of  Labor  regulation  promulgated  at  29  C.F.R.  ss.2510.3-101  ("Plan  Asset
Regulations")  unless the  Depositor,  the Trustee and the MasteR  Servicer  are
provided with an Opinion of Counsel which establishes to the satisfaction of the
Depositor,  the  Trustee  and the  Master  Servicer  that the  purchase  of this
Certificate is permissible  under  applicable law, will not constitute or result

<PAGE>

in any prohibited  transaction  under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to
any obligation or liability (including  obligations,  or liabilities under ERISA
or Section 4975 of the Code) in addition to those  undertaken in the  Agreement,
which  Opinion of Counsel shall not be an expense of the  Depositor,  the Master
Servicer, the Trustee or the Trust Fund.

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

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

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

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

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

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

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

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

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

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the Agreement.

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



<PAGE>


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

                                                   JPMORGAN CHASE BANK,
                                                   as Trustee




                                                      By:......................
                                                      Authorized Signatory

Dated:  April 2, 2003



                          CERTIFICATE OF AUTHENTICATION

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



                                                   JPMORGAN CHASE BANK,
                                                   as Certificate Registrar



                                                   By:  ______________________
                                                      Authorized Signatory



<PAGE>


                                   ASSIGNMENT

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

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

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

Dated:_____________________           ____________________________________
                                      Signature by or on behalf of assignor


                                        __________________________________
                                                   Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available  fund  to_________________________________________  for the account of
_______________________ account  number__________________________  or, if mailed
by check, to ______________________________.

        Applicable statements should be mailed to_____________________________.

     This  information is provided by  ___________________________________,  the
assignee named above, or ______________________________, as its agent.




<PAGE>

                                    EXHIBIT E

                           FORM OF CUSTODIAL AGREEMENT

                               CUSTODIAL AGREEMENT

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

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

               WHEREAS, the Company,  the Master Servicer,  and the Trustee have
entered  into a Pooling  and  Servicing  Agreement,  dated as of March 1,  2003,
relating to the  issuance of  Residential  Asset  Securities  Corporation,  Home
Equity Mortgage Asset-Backed Pass-Through  Certificates,  Series 2003-KS2 (as in
effect on the date of this Agreement,  the "Original Pooling  Agreement," and as
amended and supplemented from time to time, the "Pooling Agreement"); and

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

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

                                ARTICLE I......

                                   Definitions

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

                                ARTICLE II.....

                          Custody of Mortgage Documents

Section  2.1....Custodian  to Act as Agent:  Acceptance of Mortgage  Files.  The
Custodian,  as the duly  appointed  agent of the  Trustee  for  these  purposes,
acknowledges  receipt of the  Mortgage  Files  relating  to the  Mortgage  Loans
identified on the schedule  attached hereto (the "Mortgage  Files") and declares
that it holds and will hold the  Mortgage  Files as agent  for the  Trustee,  in
trust, for the use and benefit of all present and future Certificateholders.
<PAGE>

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

Section 2.3....Review of Mortgage Files.

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

(b) Within 90 days after the closing date, the Custodian agrees, for the benefit
of  Certificateholders,  to review in accordance  with the provisions of Section
2.02 of the Pooling  Agreement  each Mortgage File and to deliver to the Trustee
an Interim  Certification  in the form annexed  hereto as Annex II to the effect
that all documents  required to be delivered pursuant to Section 2.01 (b) of the
Pooling Agreement have been executed and received and that such documents relate
to the Mortgage Loans  identified on the Mortgage Loan Schedule,  except for any
exceptions  listed on Schedule A attached  to such  Interim  Certification.  For
purposes of such review,  the Custodian shall compare the following  information
in each  Mortgage  File to the  corresponding  information  in the Mortgage Loan
Schedule:  (i) the loan number,  (ii) the  borrower  name and (iii) the original
principal balance. In the event that any Mortgage Note or Assignment of Mortgage
has been delivered to the Custodian by the Company in blank, the Custodian, upon
the direction of the Company, shall cause each such Mortgage Note to be endorsed
to the Trustee and each such  Assignment of Mortgage to be completed in the name
of the  Trustee  prior  to the  date on  which  such  Interim  Certification  is
delivered to the Trustee. Within 45 days of receipt of the documents required to
be delivered pursuant to Section 2.01(c) of the Pooling Agreement, the Custodian
agrees, for the benefit of the Certificateholders,  to review each document, and
upon the  written  request of the  Trustee to deliver to the  Trustee an updated
Schedule A to the Interim Certification. The Custodian shall be under no duty or
obligation  to  inspect,   review  or  examine  said   documents,   instruments,
certificates   or  other  papers  to  determine   that  the  same  are  genuine,
enforceable,  or  appropriate  for the  represented  purpose  or that  they have
actually  been  recorded or that they are other than what they  purport to be on
their face, or that the MIN is accurate. If in performing the review required by
this Section 2.3 the Custodian  finds any document or documents  constituting  a
part of a  Mortgage  File to be  missing  or  defective  in respect of the items
reviewed as described in this Section  2.3(b),  the Custodian  shall promptly so
notify the Company, the Master Servicer and the Trustee.
<PAGE>

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

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

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

Section  2.5....Custodian  to  Cooperate:  Release of Mortgage  Files.  Upon the
repurchase  or  substitution  of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master  Servicer of a  notification  that  payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the  Custodian by delivering to the Custodian a Request for Release (in the form
of Annex IV attached hereto or a mutually acceptable  electronic form) and shall
request delivery to it of the Mortgage File. The Custodian agrees,  upon receipt
of such  Request for  Release,  promptly to release to the Master  Servicer  the
related  Mortgage  File.  Upon  receipt of a Request for Release from the Master
Servicer,  signed by a  Servicing  Officer,  that (i) the Master  Servicer  or a
Subservicer, as the case may be, has made a deposit into the Certificate Account
in payment for the purchase of the related  Mortgage  Loan in an amount equal to
the  Purchase  Price for such  Mortgage  Loan or (ii) the  Company has chosen to
substitute a Qualified  Substitute  Mortgage  Loan for such Mortgage  Loan,  the
Custodian shall release to the Master  Servicer the related  Mortgage File. Upon
written notification of a substitution, the Master Servicer shall deliver to the
Custodian  and the  Custodian  agrees  to  accept  the  Mortgage  Note and other
documents   constituting  the  Mortgage  File  with  respect  to  any  Qualified
Substitute  Mortgage Loan, upon receiving  written  notification from the Master
Servicer of such substitution.

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

<PAGE>

Custodian  shall  deliver  a  signed  acknowledgment  to  the  Master  Servicer,
confirming receipt of such Mortgage File.

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

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

ARTICLE III....

                            Concerning the Custodian

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

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

Section 3.2....Indemnification.  The Company hereby agrees to indemnify and hold
the  Custodian  harmless  from and  against  all  claims,  liabilities,  losses,
actions,  suits or proceedings at law or in equity, or any other expenses,  fees
or charges of any  character or nature,  which the  Custodian  may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement,  including  indemnification of the Custodian against any and all
expenses,  including  attorney's  fees if  counsel  for the  Custodian  has been
approved  by the  Company,  and  the  cost  of  defending  any  action,  suit or

<PAGE>

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

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

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

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

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

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

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

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

                                ARTICLE IV.....

                            Miscellaneous Provisions

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

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

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

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

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

Section  4.5....Severability of Provisions. If any one or more of the covenants,
agreements,  provisions  or terms  of this  Agreement  shall  be for any  reason
whatsoever held invalid,  then such covenants,  agreements,  provisions or terms
shall be deemed severable from the remaining covenants,  agreements,  provisions
or  terms  of  this  Agreement  and  shall  in no way  affect  the  validity  or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.


                      [Signatures begin on following page.]

<PAGE>

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

<S>                                                     <C>
Address:                                           JPMORGAN CHASE BANK
                                                  as Trustee
4 New York Plaza, 6th Floor
New York, New York 10004

Attention:  Residential Asset Securities          By:
           Corporation, Series 2003-KS2           Name:
                                                  Title:
Address:                                          RESIDENTIAL ASSET SECURITIES CORPORATION

8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437                      By:
                                                  Name:
                                                   Title:

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

Address:                                           WELLS FARGO BANK MINNESOTA, NATIONAL
                                                  ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Richfield, Minnesota 55423
                                                  By:
                                                  Name:
                                                   Title:

</TABLE>



<PAGE>


STATE OF ......              )
                             )ss.:
COUNTY OF .....              )



               On the ____ day of March, 2003, before me, a notary public in and
for said State,  personally  appeared  ___________________,  known to me to be a
___________________  of JPMorgan Chase Bank, a national banking association that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on  behalf of said  corporation  and  acknowledged  to me that such
corporation executed the within instrument.

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



                                                   -----------------------------
                                                                  Notary Public

[Notarial Seal]



<PAGE>


STATE OF MINNESOTA    )

                             )ss.:
COUNTY OF HENNEPIN    )



               On the ____ day of March, 2003, before me, a notary public in and
for said State,  personally  appeared  ___________________,  known to me to be a
___________________  of Residential  Asset Securities  Corporation.,  one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

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



                                                   -----------------------------
                                                                  Notary Public

[Notarial Seal]



<PAGE>


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



               On the ____ day of March, 2003, before me, a notary public in and
for said State,  personally  appeared  ___________________,  known to me to be a
___________________ of Residential Funding Corporation,  one of the corporations
that executed the within  instrument,  and also known to me to be the person who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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



                                                   -----------------------------
                                                                  Notary Public

[Notarial Seal]



<PAGE>


STATE OF                     )
                             )ss.:
COUNTY OF                    )



               On the ____ day of March, 2003, before me, a notary public in and
for said State,  personally  appeared  ___________________,  known to me to be a
___________________ Wells Fargo Bank Minnesota, National Association, one of the
corporations that executed the within instrument, and also known to me to be the
person who  executed  it on behalf of said  national  banking  association,  and
acknowledged to me that such national  banking  association  executed the within
instrument.

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



                                                   -----------------------------
                                                                  Notary Public

[Notarial Seal]



<PAGE>

                              ANNEX I TO EXHIBIT E

                                FORM OF CUSTODIAN
                              INITIAL CERTIFICATION

                                                   March ___, 2003



JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Attention: Residential Asset Securities Corporation Series 2003-KS2

          Re:  Custodial  Agreement,  dated as of March 1,  2003,  by and  among
               JPMorgan Chase Bank,  Residential  Asset Securities  Corporation,
               Residential  Funding  Corporation and Wells Fargo Bank Minnesota,
               National   Association,   relating   to  Home   Equity   Mortgage
               Asset-Backed Pass-Through Certificates Series 2003-KS2

Ladies and Gentlemen:

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

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

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION



                                                   By:__________________________
                                                   Name:________________________
                                                   Title:_______________________



<PAGE>



                              ANNEX II TO EXHIBIT E

                                FORM OF CUSTODIAN
                              INTERIM CERTIFICATION

                                                         ______________, 20__



JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Attention: Residential Asset Securities Corporation., Series 2003-KS2

          Re:  Custodial  Agreement,  dated as of March 1,  2003,  by and  among
               JPMorgan Chase Bank,  Residential  Asset Securities  Corporation,
               Residential  Funding  Corporation and Wells Fargo Bank Minnesota,
               National   Association,   relating   to  Home   Equity   Mortgage
               Asset-Backed Pass-Through Certificates Series 2003-KS2

Ladies and Gentlemen:

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

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

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION



                                                   By:__________________________
                                                   Name:________________________
                                                   Title:_______________________



<PAGE>

                             ANNEX III TO EXHIBIT E

                                FORM OF CUSTODIAN
                               FINAL CERTIFICATION

                                                       ______________, 20__



JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Attention: Residential Asset Securities Corporation, Series 2003-KS2

          Re:  Custodial  Agreement,  dated as of March 1,  2003,  by and  among
               JPMorgan Chase Bank,  Residential  Asset Securities  Corporation,
               Residential  Funding  Corporation and Wells Fargo Bank Minnesota,
               National   Association,   relating   to   Mortgage   Asset-Backed
               Pass-Through Certificates, Series 2003-KS2

Ladies and Gentlemen:

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

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

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION



                                                   By:__________________________
                                                   Name:________________________
                                                   Title:_______________________



<PAGE>

                              ANNEX IV TO EXHIBIT E

                           FORM OF REQUEST FOR RELEASE

DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS

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

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

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

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

------------------------------
Residential Funding Corporation
Authorized Signature

****************************************************************

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

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

---------------------------
Name
---------------------------
Title
---------------------------
Date



<PAGE>

                                   EXHIBIT F-1

                              GROUP I LOAN SCHEDULE

                    (a copy may be obtained from the Trustee)

  RUN ON     : 03/24/03           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 09.29.40           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RASC 2003-KS2 FIXED                            CUTOFF : 03/01/03
  POOL       : 0004670
             :
             :
  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
  ----------------------------------------------------------------------------

      3717191                              .5000
      121,894.27                          .0800
           10.2500                         .0000
            9.7500                         .0000
            9.6700                         .0000
            9.6700                         .0000

      4215019                              .5000
       51,577.11                          .0800
            9.7500                         .0000
            9.2500                         .0000
            9.1700                         .0000
            9.1700                         .0000

      7650973                              .5000
       51,082.27                          .0800
           10.3750                         .0000
            9.8750                         .0000
            9.7950                         .0000
            9.7950                         .0000

      7780755                              .5000
      180,338.61                          .0800
            9.9000                         .0000
            9.4000                         .0000
            9.3200                         .0000
            9.3200                         .0000

      7796061                              .2500
       71,867.00                          .0800
            6.7500                         .0000
            6.5000                         .0000
            6.4200                         .0000
            6.4200                         .0000

      7833771                              .2500
      128,400.34                          .0800
            7.7500                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000
1



      7860479                              .2500
      253,684.63                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.6700                         .0000

      7905381                              .2500
       52,087.78                          .0800
           10.1250                         .0000
            9.8750                         .0000
            9.7950                         .0000
            9.7950                         .0000

      7910339                              .2500
      193,172.04                          .0800
            7.5000                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000

      7917511                              .2500
       58,870.01                          .0800
            9.8000                         .0000
            9.5500                         .0000
            9.4700                         .0000
            9.4700                         .0000

      7917563                              .2500
       61,701.53                          .0800
            8.9900                         .0000
            8.7400                         .0000
            8.6600                         .0000
            8.6600                         .0000

      7917575                              .2500
       59,253.53                          .0800
            8.9900                         .0000
            8.7400                         .0000
            8.6600                         .0000
            8.6600                         .0000

      7917577                              .2500
       52,703.56                          .0800
            9.9000                         .0000
            9.6500                         .0000
            9.5700                         .0000
            9.5700                         .0000

      7917597                              .2500
       54,879.20                          .0800
            9.9900                         .0000
            9.7400                         .0000
            9.6600                         .0000
            9.6600                         .0000
1



      7942713                              .5000
       31,097.70                          .0800
           10.5000                         .0000
           10.0000                         .0000
            9.9200                         .0000
            9.9200                         .0000

      7966425                              .2500
       57,048.22                          .0800
           10.1000                         .0000
            9.8500                         .0000
            9.7700                         .0000
            9.7700                         .0000

      7968371                              .2500
       68,637.17                          .0800
            9.6000                         .0000
            9.3500                         .0000
            9.2700                         .0000
            9.2700                         .0000

      7968987                              .2500
      127,634.21                          .0800
            7.9900                         .0000
            7.7400                         .0000
            7.6600                         .0000
            7.6600                         .0000

      7976183                              .2500
      112,059.15                          .0800
            8.9900                         .0000
            8.7400                         .0000
            8.6600                         .0000
            8.6600                         .0000

      7976243                              .2500
      309,228.94                          .0800
            8.0000                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000

      7981655                              .2500
      119,184.27                          .0800
            8.2500                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8000819                              .2500
       94,951.62                          .0800
            7.5700                         .0000
            7.3200                         .0000
            7.2400                         .0000
            7.2400                         .0000
1



      8000835                              .2500
       63,762.25                          .0800
            9.2500                         .0000
            9.0000                         .0000
            8.9200                         .0000
            8.9200                         .0000

      8000877                              .2500
       62,741.91                          .0800
            8.7800                         .0000
            8.5300                         .0000
            8.4500                         .0000
            8.4500                         .0000

      8000913                              .2500
       49,352.22                          .0800
            9.5700                         .0000
            9.3200                         .0000
            9.2400                         .0000
            9.2400                         .0000

      8000933                              .2500
       44,674.96                          .0800
           10.6100                         .0000
           10.3600                         .0000
           10.2800                         .0000
           10.2800                         .0000

      8001043                              .2500
       54,749.35                          .0800
            8.2500                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8001125                              .5000
       59,814.60                          .0800
            9.3750                         .0000
            8.8750                         .0000
            8.7950                         .0000
            8.7950                         .0000

      8006023                              .2500
       42,627.86                          .0800
            9.7500                         .0000
            9.5000                         .0000
            9.4200                         .0000
            9.4200                         .0000

      8006027                              .2500
       33,498.42                          .0800
            9.5000                         .0000
            9.2500                         .0000
            9.1700                         .0000
            9.1700                         .0000
1



      8006103                              .2500
       50,275.83                          .0800
           10.4500                         .0000
           10.2000                         .0000
           10.1200                         .0000
           10.1200                         .0000

      8006139                              .2500
       21,989.61                          .0800
            9.9500                         .0000
            9.7000                         .0000
            9.6200                         .0000
            9.6200                         .0000

      8006149                              .2500
       96,854.13                          .0800
            8.9900                         .0000
            8.7400                         .0000
            8.6600                         .0000
            8.6600                         .0000

      8013957                              .2500
      106,228.96                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.9200                         .0000

      8014595                              .5000
       32,684.53                          .0800
           11.7940                         .0000
           11.2940                         .0000
           11.2140                         .0000
           11.2140                         .0000

      8032561                              .2500
      110,693.82                          .0800
            7.9900                         .0000
            7.7400                         .0000
            7.6600                         .0000
            7.6600                         .0000

      8036597                              .5000
       31,917.93                          .0800
            9.3750                         .0000
            8.8750                         .0000
            8.7950                         .0000
            8.7950                         .0000

      8036659                              .2500
      219,071.95                          .0800
            7.7500                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000
1



      8045817                              .2500
       49,442.70                          .0800
            9.2500                         .0000
            9.0000                         .0000
            8.9200                         .0000
            8.9200                         .0000

      8045893                              .2500
       31,790.39                          .0800
           10.1000                         .0000
            9.8500                         .0000
            9.7700                         .0000
            9.7700                         .0000

      8046971                              .2500
       29,578.58                          .0800
            8.9900                         .0000
            8.7400                         .0000
            8.6600                         .0000
            8.6600                         .0000

      8048165                              .5000
      200,579.99                          .0800
            8.6250                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8059597                              .2500
       70,310.14                          .0800
            8.0000                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000

      8062133                              .2500
      329,028.32                          .0800
            6.3750                         .0000
            6.1250                         .0000
            6.0450                         .0000
            6.0450                         .0000

      8063435                              .2500
       76,264.98                          .0800
            8.5000                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8063449                              .2500
       56,825.17                          .0800
            9.6000                         .0000
            9.3500                         .0000
            9.2700                         .0000
            9.2700                         .0000
1



      8063453                              .2500
       79,028.25                          .0800
            8.5000                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8063479                              .2500
      131,402.98                          .0800
            7.5000                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000

      8065283                              .5000
      175,292.23                          .0800
            7.6250                         .0000
            7.1250                         .0000
            7.0450                         .0000
            7.0450                         .0000

      8066351                              .2500
      184,362.31                          .0800
            7.5000                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000

      8066373                              .2500
      152,328.27                          .0800
            7.6500                         .0000
            7.4000                         .0000
            7.3200                         .0000
            7.3200                         .0000

      8066383                              .2500
       34,221.33                          .0800
            9.9900                         .0000
            9.7400                         .0000
            9.6600                         .0000
            9.6600                         .0000

      8069369                              .2500
       38,892.11                          .0800
            8.0000                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000

      8070571                              .2500
      118,794.72                          .0800
            8.0000                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000
1



      8075555                              .5000
       38,393.25                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8077005                              .2500
      209,321.25                          .0800
            8.6250                         .0000
            8.3750                         .0000
            8.2950                         .0000
            8.2950                         .0000

      8077385                              .2500
       59,693.57                          .0800
            8.1400                         .0000
            7.8900                         .0000
            7.8100                         .0000
            7.8100                         .0000

      8077389                              .2500
       53,997.96                          .0800
            9.1101                         .0000
            8.8601                         .0000
            8.7801                         .0000
            8.7801                         .0000

      8077391                              .2500
      196,071.21                          .0800
            8.5500                         .0000
            8.3000                         .0000
            8.2200                         .0000
            8.2200                         .0000

      8077405                              .2500
      175,414.69                          .0800
            8.1100                         .0000
            7.8600                         .0000
            7.7800                         .0000
            7.7800                         .0000

      8077421                              .2500
       76,196.33                          .0800
            8.3500                         .0000
            8.1000                         .0000
            8.0200                         .0000
            8.0200                         .0000

      8077455                              .2500
       73,265.74                          .0800
            7.4800                         .0000
            7.2300                         .0000
            7.1500                         .0000
            7.1500                         .0000
1



      8077509                              .2500
       50,052.14                          .0800
            8.7900                         .0000
            8.5400                         .0000
            8.4600                         .0000
            8.4600                         .0000

      8077511                              .2500
       80,412.45                          .0800
            9.4800                         .0000
            9.2300                         .0000
            9.1500                         .0000
            9.1500                         .0000

      8077513                              .2500
       95,684.59                          .0800
            8.1700                         .0000
            7.9200                         .0000
            7.8400                         .0000
            7.8400                         .0000

      8077515                              .2500
      185,690.11                          .0800
            6.6900                         .0000
            6.4400                         .0000
            6.3600                         .0000
            6.3600                         .0000

      8077537                              .2500
       63,728.91                          .0800
            7.8300                         .0000
            7.5800                         .0000
            7.5000                         .0000
            7.5000                         .0000

      8077541                              .2500
       65,594.31                          .0800
            9.3200                         .0000
            9.0700                         .0000
            8.9900                         .0000
            8.9900                         .0000

      8077545                              .5000
       25,677.29                          .0800
            9.8700                         .0000
            9.3700                         .0000
            9.2900                         .0000
            9.2900                         .0000

      8077573                              .2500
       62,824.59                          .0800
            8.9800                         .0000
            8.7300                         .0000
            8.6500                         .0000
            8.6500                         .0000
1



      8077581                              .2500
      213,140.01                          .0800
            8.8600                         .0000
            8.6100                         .0000
            8.5300                         .0000
            8.5300                         .0000

      8077597                              .2500
      187,256.13                          .0800
            8.3600                         .0000
            8.1100                         .0000
            8.0300                         .0000
            8.0300                         .0000

      8077629                              .2500
       78,905.76                          .0800
            8.4800                         .0000
            8.2300                         .0000
            8.1500                         .0000
            8.1500                         .0000

      8077641                              .2500
      293,232.54                          .0800
            7.7500                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000

      8077647                              .2500
      121,982.99                          .0800
            7.9900                         .0000
            7.7400                         .0000
            7.6600                         .0000
            7.6600                         .0000

      8077675                              .2500
      143,542.40                          .0800
            9.0000                         .0000
            8.7500                         .0000
            8.6700                         .0000
            8.6700                         .0000

      8077679                              .2500
      127,517.10                          .0800
            7.4800                         .0000
            7.2300                         .0000
            7.1500                         .0000
            7.1500                         .0000

      8077683                              .2500
      193,847.94                          .0800
            7.3800                         .0000
            7.1300                         .0000
            7.0500                         .0000
            7.0500                         .0000
1



      8077701                              .2500
      179,823.10                          .0800
            7.5100                         .0000
            7.2600                         .0000
            7.1800                         .0000
            7.1800                         .0000

      8077743                              .2500
      249,322.47                          .0800
            9.1100                         .0000
            8.8600                         .0000
            8.7800                         .0000
            8.7800                         .0000

      8078131                              .5000
       68,818.35                          .0800
            9.2500                         .0000
            8.7500                         .0000
            8.6700                         .0000
            8.6700                         .0000

      8080105                              .5000
       38,674.42                          .0800
           11.4000                         .0000
           10.9000                         .0000
           10.8200                         .0000
           10.8200                         .0000

      8082157                              .5000
       32,880.18                          .0800
            8.1250                         .0000
            7.6250                         .0000
            7.5450                         .0000
            7.5450                         .0000

      8085765                              .2500
       44,077.18                          .0800
            8.9900                         .0000
            8.7400                         .0000
            8.6600                         .0000
            8.6600                         .0000

      8085841                              .2500
       96,277.41                          .0800
            9.1500                         .0000
            8.9000                         .0000
            8.8200                         .0000
            8.8200                         .0000

      8085843                              .2500
       56,839.18                          .0800
            9.7500                         .0000
            9.5000                         .0000
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      8224593                              .5000
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      8239639                              .5000
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      8239641                              .5000
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      8239643                              .5000
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      8239645                              .5000
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1



      8239647                              .5000
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      8239649                              .5000
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      8239651                              .5000
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      8239653                              .5000
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      8239655                              .5000
       14,913.93                          .0800
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      8239659                              .2500
       55,157.83                          .0800
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      8239665                              .5000
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      8239673                              .5000
       17,487.02                          .0800
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1



      8239677                              .5000
       39,169.17                          .0800
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      8239679                              .5000
       22,322.64                          .0800
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      8239683                              .5000
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      8239685                              .5000
       13,111.23                          .0800
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      8239687                              .5000
       46,943.47                          .0800
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      8239689                              .5000
       23,982.18                          .0800
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      8239691                              .5000
       29,232.72                          .0800
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      8239693                              .5000
       14,389.30                          .0800
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1



      8239695                              .5000
       19,431.59                          .0800
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      8239697                              .5000
       14,362.05                          .0800
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      8239699                              .5000
       41,888.02                          .0800
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      8239701                              .5000
       16,687.01                          .0800
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      8239703                              .5000
       30,971.31                          .0800
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      8239705                              .5000
       15,481.94                          .0800
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      8239723                              .5000
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      8239761                              .5000
       24,333.08                          .0800
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1



      8239803                              .5000
       17,231.25                          .0800
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      8239805                              .5000
       21,937.83                          .0800
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      8239807                              .5000
       18,995.91                          .0800
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      8239809                              .5000
       17,059.60                          .0800
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      8239811                              .5000
       26,305.45                          .0800
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      8239813                              .5000
       14,878.71                          .0800
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      8239815                              .5000
       28,318.57                          .0800
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      8239817                              .5000
       15,288.65                          .0800
           13.9900                         .0000
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1



      8239819                              .5000
       21,860.76                          .0800
           13.9900                         .0000
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      8239821                              .5000
       21,583.96                          .0800
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      8239827                              .5000
       25,181.28                          .0800
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      8239829                              .5000
       24,657.06                          .0800
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      8239831                              .5000
       19,956.70                          .0800
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      8239833                              .5000
       19,457.80                          .0800
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      8239835                              .5000
       18,701.37                          .0800
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      8239839                              .5000
       19,633.90                          .0800
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1



      8239843                              .5000
       18,475.45                          .0800
            8.9000                         .0000
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      8239845                              .5000
       25,943.71                          .0800
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      8239847                              .5000
       16,672.82                          .0800
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      8239849                              .5000
       24,364.53                          .0800
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      8239851                              .5000
       23,967.19                          .0800
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      8239853                              .5000
       19,556.68                          .0800
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      8239857                              .5000
       29,129.68                          .0800
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      8239859                              .5000
       17,975.00                          .0800
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1



      8239871                              .5000
       14,802.92                          .0800
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      8239873                              .5000
       16,490.87                          .0800
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      8239877                              .5000
       17,987.48                          .0800
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      8239881                              .5000
       14,092.17                          .0800
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      8239883                              .5000
       20,545.32                          .0800
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      8239889                              .5000
       13,042.78                          .0800
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      8239891                              .5000
       17,936.68                          .0800
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      8239895                              .5000
       16,527.55                          .0800
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1



      8239901                              .5000
       25,780.85                          .0800
           13.9900                         .0000
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      8239903                              .5000
       36,595.62                          .0800
            9.1000                         .0000
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      8239905                              .2500
       39,817.08                          .0800
            7.8750                         .0000
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      8239907                              .5000
       19,586.44                          .0800
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      8239909                              .5000
       29,973.94                          .0800
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      8239921                              .5000
       26,174.96                          .0800
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      8239927                              .5000
       17,536.95                          .0800
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      8239937                              .5000
       14,368.84                          .0800
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1



      8239971                              .5000
       15,273.62                          .0800
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      8239973                              .5000
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      8239977                              .5000
       17,492.01                          .0800
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      8239979                              .5000
       17,321.12                          .0800
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      8239981                              .5000
       24,866.51                          .0800
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      8239983                              .5000
       19,260.68                          .0800
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      8239985                              .5000
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      8239987                              .5000
       15,440.44                          .0800
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1



      8239989                              .5000
       18,211.46                          .0800
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      8239991                              .5000
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      8239993                              .5000
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      8239997                              .5000
       22,473.82                          .0800
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      8239999                              .5000
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      8240001                              .5000
       15,850.23                          .0800
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      8240003                              .5000
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      8240007                              .5000
       23,834.62                          .0800
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1



      8240009                              .5000
       18,736.04                          .0800
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      8240011                              .5000
       19,446.97                          .0800
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      8240013                              .5000
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      8240015                              .5000
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      8240017                              .5000
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      8240019                              .5000
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      8240021                              .5000
       18,684.46                          .0800
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      8240023                              .5000
       19,785.45                          .0800
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1



      8240025                              .5000
       21,737.95                          .0800
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      8240027                              .5000
       19,934.50                          .0800
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      8240029                              .5000
       15,946.16                          .0800
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      8240031                              .5000
       22,483.28                          .0800
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      8240033                              .5000
       34,954.02                          .0800
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      8240037                              .5000
       33,444.53                          .0800
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      8240039                              .5000
       23,891.54                          .0800
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      8240041                              .5000
       30,824.68                          .0800
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1



      8240043                              .5000
       38,971.04                          .0800
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      8240045                              .5000
       16,981.28                          .0800
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      8240053                              .5000
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      8240055                              .5000
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      8240057                              .5000
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      8240059                              .5000
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      8240061                              .5000
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      8240067                              .5000
       14,242.11                          .0800
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1



      8240069                              .5000
       16,038.10                          .0800
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      8240071                              .5000
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      8240073                              .5000
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      8240075                              .5000
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      8240077                              .5000
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      8240079                              .5000
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      8240083                              .5000
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      8240085                              .5000
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1



      8240087                              .5000
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      8240089                              .5000
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      8240091                              .5000
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      8240093                              .5000
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      8240255                              .5000
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      8240267                              .2500
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      8240299                              .2500
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      8240305                              .2500
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1



      8240333                              .2500
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      8240359                              .2500
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      8240377                              .5000
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      8240379                              .5000
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      8240381                              .5000
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      8242841                              .5000
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      8242889                              .2500
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      8242897                              .5000
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      8242911                              .5000
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      8242935                              .5000
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      8242975                              .5000
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      8243005                              .5000
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      8243009                              .2500
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      8243013                              .5000
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      8243137                              .2500
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1



      8243145                              .5000
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      8243203                              .2500
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      8243211                              .2500
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      8243213                              .5000
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      8243215                              .2500
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      8243233                              .2500
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      8243281                              .2500
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      8243287                              .2500
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      8243293                              .2500
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      8243301                              .2500
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      8243307                              .5000
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      8243319                              .5000
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      8243333                              .5000
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      8243337                              .5000
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      8243341                              .5000
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      8243393                              .2500
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      8243409                              .2500
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      8243451                              .2500
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      8243531                              .5000
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      8243533                              .2500
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      8243541                              .5000
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      8243543                              .5000
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      8243545                              .5000
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      8243547                              .5000
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      8243549                              .5000
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      8243551                              .5000
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      8243553                              .5000
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      8243555                              .5000
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      8243559                              .5000
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1



      8243561                              .5000
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      8243565                              .5000
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      8243569                              .5000
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      8243571                              .5000
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      8243573                              .5000
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      8243575                              .5000
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      8243577                              .5000
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      8243579                              .5000
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1



      8243581                              .5000
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      8243583                              .5000
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      8243585                              .5000
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      8243587                              .5000
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      8243589                              .5000
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      8243613                              .2500
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      8243777                              .5000
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      8243781                              .5000
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      8243785                              .5000
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      8243799                              .5000
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      8243805                              .5000
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      8243817                              .5000
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      8243819                              .5000
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      8243891                              .2500
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      8244061                              .5000
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      8244129                              .2500
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      8244185                              .5000
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      8244225                              .5000
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1



      8244841                              .5000
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      8245065                              .5000
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      8245073                              .5000
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      8245091                              .5000
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      8245097                              .5000
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      8245215                              .5000
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      8245313                              .5000
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      8245325                              .5000
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      8245331                              .2500
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      8245355                              .5000
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      8245359                              .5000
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      8245387                              .5000
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      8245405                              .2500
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      8245423                              .5000
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      8245453                              .5000
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      8245531                              .5000
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1



      8245577                              .5000
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      8245653                              .5000
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      8246055                              .5000
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      8246057                              .5000
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      8246059                              .5000
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      8246061                              .5000
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      8246065                              .5000
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      8246069                              .5000
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1



      8246071                              .5000
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      8246075                              .5000
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      8246077                              .5000
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      8246091                              .5000
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      8246097                              .5000
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      8246099                              .5000
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      8246101                              .5000
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      8246105                              .5000
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1



      8246107                              .5000
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      8246109                              .5000
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      8246111                              .5000
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      8246117                              .5000
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      8246119                              .5000
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      8246121                              .5000
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      8246123                              .5000
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      8246125                              .5000
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1



      8246127                              .5000
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      8246129                              .5000
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      8246131                              .5000
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      8246133                              .5000
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      8246135                              .5000
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      8246137                              .5000
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      8246139                              .5000
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      8246141                              .5000
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1



      8246143                              .5000
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      8246145                              .5000
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      8246147                              .5000
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      8246149                              .5000
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      8246151                              .5000
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      8246163                              .5000
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      8246165                              .5000
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      8246167                              .5000
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      8246171                              .5000
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      8246179                              .5000
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      8246187                              .5000
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      8246205                              .5000
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1



      8246225                              .5000
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      8246245                              .5000
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      8246269                              .5000
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1



      8246293                              .5000
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      8267205                              .5000
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      8267207                              .5000
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      8267209                              .5000
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      8267211                              .5000
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      8267215                              .5000
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      8267219                              .5000
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      8267221                              .5000
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      8267225                              .5000
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      8267229                              .5000
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1



      8267231                              .5000
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      8267233                              .5000
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      8267235                              .5000
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      8267237                              .5000
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      8267239                              .5000
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      8267243                              .5000
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      8267245                              .5000
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      8267249                              .5000
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1



      8267253                              .5000
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      8267257                              .5000
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      8267267                              .5000
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      8267271                              .5000
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      8267273                              .5000
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      8267277                              .5000
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      8267279                              .5000
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      8267283                              .5000
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1



      8267287                              .5000
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      8267289                              .5000
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      8267293                              .5000
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      8267295                              .5000
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      8267297                              .5000
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      8267311                              .5000
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      8267317                              .5000
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      8267321                              .5000
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1



      8267325                              .5000
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      8267327                              .5000
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      8267329                              .5000
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      8267331                              .5000
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      8267333                              .5000
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      8267339                              .5000
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      8267341                              .5000
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      8267343                              .5000
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1



      8267345                              .5000
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      8267381                              .2500
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      8267413                              .5000
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      8267415                              .2500
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      8267425                              .5000
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      8267441                              .5000
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      8267461                              .2500
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      8267651                              .5000
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1



      8267857                              .5000
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      8267891                              .2500
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      8267893                              .5000
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      8267895                              .5000
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      8267905                              .5000
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      8267975                              .2500
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      8267981                              .5000
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      8268011                              .2500
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1



      8268013                              .2500
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      8268055                              .2500
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      8268063                              .5000
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      8268065                              .5000
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      8268091                              .2500
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      8268123                              .2500
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      8268125                              .2500
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      8268171                              .5000
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      8268213                              .5000
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      8268265                              .2500
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      8268301                              .5000
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      8268441                              .5000
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      8268581                              .5000
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      8268583                              .5000
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      8268625                              .5000
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      8268631                              .5000
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      8268641                              .5000
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      8268679                              .5000
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      8268699                              .5000
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      8280927                              .5000
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      8286657                              .5000
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      8286703                              .5000
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      8286773                              .5000
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      8303587                              .2500
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      8303689                              .2500
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      8303731                              .5000
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      8303815                              .5000
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      8303825                              .5000
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      8303877                              .5000
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      8304051                              .5000
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1



      8304815                              .2500
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      8304897                              .5000
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      8305055                              .5000
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      8305093                              .5000
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1



      8305145                              .5000
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1



      8305291                              .2500
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      8305401                              .2500
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      8305517                              .2500
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      8305601                              .5000
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      8307919                              .5000
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1



      8308031                              .2500
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      8308041                              .5000
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      8308061                              .5000
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      8308067                              .5000
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      8308069                              .5000
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      8308075                              .5000
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1



      8308079                              .2500
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      8308413                              .5000
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      8308511                              .5000
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      8308523                              .5000
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      8308855                              .5000
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1



      8308933                              .5000
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      8308943                              .2500
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      8308945                              .2500
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      8308955                              .2500
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      8309075                              .5000
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1



      8309651                              .5000
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      8309733                              .5000
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      8309755                              .5000
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      8309771                              .2500
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      8309777                              .2500
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      8309791                              .2500
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      8309809                              .5000
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1



      8309817                              .5000
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      8309867                              .2500
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      8309875                              .2500
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      8309879                              .2500
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      8309883                              .2500
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      8309885                              .5000
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      8309887                              .2500
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      8309897                              .5000
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1



      8309903                              .5000
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      8309907                              .5000
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      8310451                              .2500
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      8310457                              .5000
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      8310461                              .5000
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      8310463                              .5000
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      8310465                              .5000
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      8310467                              .5000
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1



      8310469                              .5000
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      8310473                              .5000
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      8310475                              .5000
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      8310477                              .5000
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      8310479                              .5000
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      8310481                              .5000
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      8310483                              .5000
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      8310487                              .5000
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1



      8310489                              .5000
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      8310491                              .5000
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      8310493                              .5000
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      8310495                              .5000
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      8310497                              .5000
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      8310499                              .5000
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      8310501                              .5000
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      8310503                              .5000
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1



      8310505                              .5000
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      8310507                              .5000
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      8310509                              .5000
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      8310513                              .5000
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      8310525                              .5000
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      8310527                              .5000
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      8310533                              .5000
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      8310537                              .5000
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      8310553                              .5000
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      8310611                              .5000
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      8310627                              .5000
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      8310647                              .5000
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      8310663                              .5000
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1



      8310685                              .5000
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      8310697                              .5000
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      8310701                              .5000
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      8310703                              .5000
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      8310705                              .5000
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1



      8310707                              .5000
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      8310709                              .5000
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      8310711                              .5000
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      8310713                              .5000
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      8310715                              .5000
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      8310717                              .5000
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      8310719                              .5000
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      8310721                              .5000
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1



      8310723                              .5000
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      8310725                              .5000
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      8310727                              .5000
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      8310729                              .5000
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      8310731                              .5000
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      8310733                              .5000
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      8310735                              .5000
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      8310737                              .5000
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1



      8310739                              .5000
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      8310743                              .5000
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      8310745                              .5000
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      8310747                              .5000
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      8310749                              .5000
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      8310753                              .5000
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      8310755                              .5000
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      8310757                              .5000
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1



      8310761                              .5000
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      8310763                              .5000
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      8310765                              .5000
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      8310769                              .5000
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      8310771                              .5000
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      8310773                              .5000
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      8310775                              .5000
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      8310777                              .5000
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1



      8310779                              .5000
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      8310781                              .5000
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      8310783                              .5000
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      8310785                              .5000
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      8310789                              .5000
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      8310797                              .5000
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      8310799                              .5000
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      8310801                              .5000
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1



      8310803                              .5000
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      8310805                              .5000
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      8310807                              .5000
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      8310809                              .5000
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      8310811                              .5000
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      8310815                              .5000
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      8310819                              .5000
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      8310821                              .5000
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1



      8310823                              .5000
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      8310851                              .5000
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      8310857                              .5000
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      8310861                              .5000
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      8310863                              .5000
       39,937.17                          .0800
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      8310865                              .5000
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      8310867                              .5000
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      8310871                              .5000
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1



      8310875                              .5000
       16,210.25                          .0800
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      8310877                              .5000
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      8310883                              .5000
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      8310885                              .5000
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      8310891                              .5000
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      8310893                              .5000
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      8310895                              .5000
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      8310897                              .5000
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1



      8310899                              .5000
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      8310903                              .5000
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      8310905                              .5000
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      8310909                              .5000
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      8310911                              .5000
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      8310913                              .5000
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      8310915                              .5000
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      8310917                              .5000
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1



      8310919                              .5000
       26,786.54                          .0800
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      8310923                              .5000
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      8310925                              .5000
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      8310927                              .5000
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      8310929                              .5000
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      8310931                              .5000
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      8310935                              .5000
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      8310939                              .5000
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1



      8310941                              .5000
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      8310943                              .5000
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      8310945                              .5000
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      8310947                              .5000
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      8310949                              .5000
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      8310951                              .5000
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      8310953                              .5000
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1



      8310957                              .5000
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      8310959                              .5000
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      8310961                              .5000
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      8310963                              .5000
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      8310965                              .5000
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      8310967                              .5000
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      8310969                              .5000
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      8310971                              .5000
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1



      8310973                              .5000
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      8310975                              .5000
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      8310977                              .5000
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      8310979                              .5000
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      8310983                              .5000
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      8310985                              .5000
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      8310987                              .5000
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      8310989                              .5000
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1



      8310993                              .5000
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      8310995                              .5000
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      8310997                              .5000
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      8310999                              .5000
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      8311001                              .5000
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      8311003                              .5000
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      8311005                              .5000
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      8311007                              .5000
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1



      8311009                              .2500
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      8311011                              .5000
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      8311015                              .5000
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      8311017                              .5000
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      8311019                              .5000
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      8311021                              .5000
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      8311023                              .5000
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      8311025                              .5000
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1



      8311027                              .5000
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      8311031                              .5000
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      8311033                              .5000
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      8311035                              .5000
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      8311037                              .5000
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      8311039                              .5000
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1



      8321543                              .2500
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      8322577                              .2500
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      8322691                              .5000
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      8322701                              .5000
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      8322765                              .5000
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1



      8322821                              .5000
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      8322825                              .5000
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1



      8322891                              .5000
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1



      8322981                              .2500
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      8323169                              .5000
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      8323173                              .5000
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      8323181                              .5000
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      8323189                              .5000
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1



      8323199                              .5000
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      8323201                              .5000
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      8323265                              .5000
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1



      8323309                              .5000
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      8323375                              .5000
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      8323391                              .5000
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      8323429                              .5000
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1



      8323497                              .5000
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      8323505                              .5000
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      8323507                              .5000
       31,970.61                          .0800
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      8323509                              .5000
       15,141.60                          .0800
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      8323511                              .5000
       22,487.53                          .0800
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1



      8323513                              .5000
       29,500.20                          .0800
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      8323515                              .5000
       14,616.90                          .0800
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      8323517                              .5000
       15,891.19                          .0800
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      8323519                              .5000
       23,985.92                          .0800
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      8323521                              .5000
       41,166.15                          .0800
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      8323523                              .5000
       21,722.96                          .0800
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      8323525                              .5000
       24,587.33                          .0800
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      8323531                              .5000
       13,459.69                          .0800
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1



      8323543                              .5000
       29,186.55                          .0800
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      8323549                              .5000
       18,196.51                          .0800
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      8323551                              .5000
       14,991.70                          .0800
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      8323559                              .5000
       34,242.19                          .0800
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      8323615                              .5000
       23,883.77                          .0800
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      8323617                              .5000
       47,975.25                          .0800
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      8323623                              .5000
       14,302.08                          .0800
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      8323631                              .5000
       17,168.06                          .0800
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1



      8323641                              .5000
       20,235.11                          .0800
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      8323649                              .5000
       20,984.57                          .0800
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      8323651                              .5000
       66,925.73                          .0800
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      8323657                              .5000
       15,628.35                          .0800
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      8323661                              .5000
       31,378.19                          .0800
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      8323665                              .5000
       22,074.27                          .0800
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      8323669                              .5000
       26,382.37                          .0800
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      8323673                              .5000
       29,578.24                          .0800
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1



      8323679                              .5000
       16,026.11                          .0800
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      8323683                              .5000
       17,540.27                          .0800
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      8323685                              .2500
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      8323687                              .5000
       26,785.17                          .0800
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      8323693                              .5000
       12,895.25                          .0800
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      8323695                              .5000
       17,406.98                          .0800
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      8323697                              .5000
       14,229.79                          .0800
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      8323699                              .5000
       15,805.34                          .0800
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1



      8323701                              .5000
       15,388.03                          .0800
           12.4900                         .0000
           11.9900                         .0000
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      8323703                              .5000
       16,591.91                          .0800
           12.7400                         .0000
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      8323705                              .5000
       12,888.80                          .0800
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      8323707                              .5000
       18,391.51                          .0800
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      8323711                              .5000
       35,974.98                          .0800
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      8323713                              .5000
       26,910.10                          .0800
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      8323715                              .5000
       38,871.41                          .0800
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      8323717                              .5000
       26,980.63                          .0800
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1



      8323719                              .5000
       26,575.27                          .0800
           13.9900                         .0000
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      8323721                              .5000
       13,488.27                          .0800
           11.9900                         .0000
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      8323723                              .5000
       33,183.82                          .0800
           12.7400                         .0000
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           12.1600                         .0000

      8323725                              .5000
       29,911.20                          .0800
           12.9900                         .0000
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      8323727                              .5000
       27,964.33                          .0800
           10.5000                         .0000
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      8323731                              .5000
       16,790.68                          .0800
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      8323733                              .5000
       17,984.37                          .0800
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      8323735                              .5000
       16,815.25                          .0800
           13.9900                         .0000
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1



      8323737                              .5000
       28,321.83                          .0800
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      8323739                              .5000
       13,794.95                          .0800
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      8323741                              .5000
       15,291.04                          .0800
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      8323743                              .5000
       20,538.62                          .0800
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      8323745                              .5000
       13,730.79                          .0800
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      8323747                              .5000
       34,373.06                          .0800
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      8323749                              .5000
       16,389.00                          .0800
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      8323755                              .5000
       22,737.40                          .0800
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1



      8323757                              .5000
       30,732.98                          .0800
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      8323763                              .5000
       25,143.16                          .0800
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      8323765                              .5000
       19,289.30                          .0800
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      8323767                              .5000
       18,743.10                          .0800
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      8323769                              .5000
       18,293.28                          .0800
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      8323771                              .5000
       12,992.80                          .0800
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      8323777                              .5000
       14,984.51                          .0800
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      8323779                              .5000
       19,204.35                          .0800
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1



      8323781                              .5000
       22,852.34                          .0800
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      8323785                              .5000
       32,987.88                          .0800
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      8323815                              .5000
       16,475.86                          .0800
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      8323817                              .5000
       20,688.55                          .0800
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      8323819                              .5000
       13,973.55                          .0800
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      8323821                              .5000
       19,689.10                          .0800
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      8323823                              .5000
       13,240.14                          .0800
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      8323825                              .5000
       17,430.23                          .0800
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1



      8323827                              .5000
       23,582.63                          .0800
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      8323829                              .5000
       23,823.76                          .0800
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      8323831                              .5000
       24,960.23                          .0800
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      8323833                              .5000
       13,330.10                          .0800
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      8323835                              .5000
       18,581.34                          .0800
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      8323837                              .5000
       18,889.53                          .0800
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      8323839                              .5000
       33,769.04                          .0800
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      8323841                              .5000
       13,661.68                          .0800
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1



      8323843                              .5000
       31,482.54                          .0800
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      8323845                              .5000
       21,134.45                          .0800
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      8323847                              .5000
       19,136.68                          .0800
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      8323849                              .5000
       22,587.49                          .0800
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      8323851                              .5000
       20,894.69                          .0800
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      8323853                              .5000
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      8323855                              .5000
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      8323857                              .5000
       35,570.72                          .0800
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1



      8323859                              .5000
       32,170.19                          .0800
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      8323863                              .5000
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      8323867                              .5000
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      8323869                              .5000
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      8323871                              .5000
       41,968.75                          .0800
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      8323873                              .5000
       33,470.37                          .0800
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      8323875                              .5000
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      8323877                              .5000
       21,887.88                          .0800
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1



      8323883                              .5000
       12,881.31                          .0800
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      8323885                              .5000
       36,013.51                          .0800
           12.7400                         .0000
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      8323887                              .5000
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      8323893                              .5000
       19,972.63                          .0800
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      8323895                              .5000
       19,389.26                          .0800
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      8323897                              .5000
       46,577.41                          .0800
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      8323899                              .5000
       14,491.98                          .0800
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      8323903                              .5000
       23,142.96                          .0800
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1



      8323905                              .5000
       25,961.93                          .0800
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      8323907                              .5000
       21,768.77                          .0800
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      8323909                              .5000
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      8323913                              .5000
       23,386.29                          .0800
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      8323915                              .5000
       15,828.24                          .0800
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      8323917                              .5000
       21,839.92                          .0800
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      8323919                              .5000
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      8323971                              .2500
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1



      8324213                              .5000
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      8324247                              .5000
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      8324291                              .2500
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      8324315                              .5000
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      8324317                              .5000
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      8324319                              .5000
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      8324323                              .5000
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      8324327                              .5000
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1



      8324331                              .5000
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      8324333                              .5000
       47,935.37                          .0800
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      8324337                              .5000
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      8324339                              .5000
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      8324343                              .5000
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      8324345                              .5000
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      8324349                              .5000
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1



      8324351                              .5000
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      8324369                              .5000
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1



      8324371                              .5000
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      8324373                              .5000
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      8324377                              .5000
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      8324381                              .5000
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      8324387                              .5000
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      8324391                              .5000
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1



      8324399                              .5000
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      8324401                              .5000
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      8324405                              .5000
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      8324407                              .5000
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      8324409                              .5000
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      8324415                              .5000
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      8324417                              .5000
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      8324419                              .5000
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1



      8324423                              .5000
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      8324427                              .5000
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      8324431                              .5000
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      8324437                              .5000
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      8324441                              .5000
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      8324451                              .5000
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      8324455                              .5000
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      8324463                              .5000
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1



      8324469                              .5000
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      8324473                              .5000
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      8324475                              .5000
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      8324481                              .5000
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      8324485                              .5000
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      8324489                              .5000
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      8324493                              .5000
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      8324499                              .5000
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1



      8324501                              .5000
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      8324509                              .5000
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      8324515                              .5000
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      8324519                              .5000
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      8324523                              .5000
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      8324539                              .5000
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      8324551                              .5000
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      8324563                              .5000
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1



      8324569                              .5000
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      8324575                              .5000
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      8324581                              .5000
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      8324587                              .5000
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      8324593                              .5000
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      8324595                              .2500
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      8324597                              .2500
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      8324599                              .5000
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1



      8324609                              .5000
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      8324613                              .5000
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      8324615                              .5000
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      8324623                              .5000
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      8324627                              .5000
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      8324629                              .2500
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      8324635                              .5000
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1



      8324643                              .5000
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      8324651                              .5000
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      8324655                              .5000
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      8324665                              .5000
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      8324669                              .5000
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1



      8324683                              .5000
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      8324687                              .5000
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1



      8324713                              .5000
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1



      8324751                              .5000
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1



      8324909                              .2500
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      8325231                              .5000
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      8325427                              .2500
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1



      8325533                              .5000
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1



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      8325999                              .5000
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      8326415                              .5000
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      8326881                              .5000
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      8326901                              .5000
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      8326907                              .5000
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      8326909                              .5000
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      8326911                              .5000
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      8326913                              .5000
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1



      8326925                              .5000
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      8326945                              .5000
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      8327041                              .5000
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      8327101                              .5000
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      8330589                              .5000
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1



      8330669                              .5000
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      8330703                              .5000
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      8330717                              .2500
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      8330743                              .5000
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      8330811                              .5000
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      8330945                              .5000
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1



      8330971                              .2500
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      8330985                              .2500
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      8330987                              .2500
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      8331009                              .5000
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      8331017                              .5000
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      8331095                              .2500
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      8331255                              .5000
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1



      8331291                              .5000
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      8331293                              .5000
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      8331303                              .2500
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      8331305                              .5000
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      8331315                              .5000
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      8331333                              .5000
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      8331343                              .5000
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1



      8331349                              .2500
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      8331371                              .5000
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      8331373                              .5000
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      8331397                              .5000
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      8331403                              .5000
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      8331411                              .5000
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      8331423                              .5000
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      8331425                              .5000
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1



      8331429                              .5000
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      8331441                              .5000
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      8331451                              .5000
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      8331517                              .5000
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      8331547                              .5000
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1



      8331559                              .5000
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      8331569                              .5000
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      8331585                              .5000
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      8331597                              .5000
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      8331615                              .5000
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      8331621                              .5000
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      8331643                              .5000
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1



      8331657                              .5000
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      8331665                              .5000
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      8331689                              .5000
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      8331699                              .5000
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1



      8331936                              .2500
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1



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      8333747                              .5000
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      8333787                              .5000
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      8333823                              .5000
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      8333891                              .5000
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      8333945                              .5000
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1



      8334003                              .5000
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      8334007                              .5000
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      8334647                              .5000
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      8335049                              .2500
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      8335057                              .5000
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      8335069                              .5000
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      8335070                              .5000
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      8335077                              .5000
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1



      8335089                              .2500
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      8335099                              .5000
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      8335101                              .2500
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      8335103                              .5000
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      8335105                              .5000
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      8335108                              .5000
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      8335113                              .5000
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      8335117                              .2500
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1



      8335119                              .5000
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      8335123                              .5000
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      8335129                              .5000
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      8335131                              .5000
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      8335133                              .5000
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      8335143                              .5000
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      8335153                              .2500
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      8335155                              .5000
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1



      8335161                              .5000
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      8335163                              .5000
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      8335169                              .2500
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      8335171                              .5000
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      8335179                              .5000
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      8335185                              .5000
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      8335187                              .2500
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      8335189                              .2500
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1



      8335197                              .2500
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      8335209                              .5000
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      8335219                              .2500
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      8335223                              .5000
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      8335225                              .2500
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      8335227                              .2500
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      8335241                              .2500
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      8335243                              .2500
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1



      8335247                              .2500
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      8335253                              .5000
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      8335257                              .2500
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      8335259                              .2500
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      8335275                              .2500
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      8335289                              .2500
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      8335291                              .5000
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      8335295                              .2500
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1



      8335297                              .2500
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      8335299                              .2500
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      8335301                              .2500
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      8335323                              .5000
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      8335327                              .2500
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      8335331                              .5000
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      8335333                              .2500
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      8335339                              .2500
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1



      8335349                              .2500
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      8335363                              .2500
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      8335367                              .5000
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      8335371                              .5000
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      8335373                              .2500
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      8335407                              .5000
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      8335411                              .5000
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      8335421                              .5000
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1



      8335546                              .2500
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      8335550                              .2500
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      8335683                              .5000
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1



      8335691                              .5000
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      8335693                              .5000
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      8335695                              .5000
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1



      8335823                              .5000
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1



      8335955                              .5000
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1



      8336331                              .2500
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1



      8336519                              .5000
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1



      8336573                              .5000
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1



      8336603                              .5000
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      8336605                              .5000
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      8336613                              .5000
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      8336615                              .5000
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      8336617                              .5000
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1



      8336629                              .5000
       24,672.26                          .0800
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      8336631                              .2500
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      8336649                              .5000
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      8336673                              .5000
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      8336707                              .5000
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      8336727                              .5000
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      8336743                              .5000
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1



      8336985                              .2500
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      8337011                              .5000
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      8337218                              .2500
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      8337583                              .5000
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      8337643                              .5000
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1



      8344309                              .2500
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      8344317                              .5000
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      8344323                              .5000
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      8344325                              .5000
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      8344333                              .5000
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      8344337                              .5000
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      8344353                              .5000
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1



      8344357                              .5000
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      8344367                              .5000
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      8344369                              .5000
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      8344373                              .5000
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      8344389                              .5000
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      8344391                              .5000
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      8344393                              .5000
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      8344399                              .2500
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1



      8344401                              .5000
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      8344422                              .5000
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      8344457                              .5000
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      8344461                              .2500
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      8344463                              .5000
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      8344464                              .5000
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      8344465                              .2500
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      8344473                              .5000
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1



      8344479                              .2500
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      8344481                              .5000
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      8344483                              .5000
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      8344486                              .5000
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      8344489                              .5000
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      8344491                              .5000
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      8344493                              .5000
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      8344501                              .5000
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1



      8344511                              .5000
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      8344517                              .5000
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      8344519                              .5000
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      8344521                              .5000
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      8344525                              .2500
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      8344527                              .5000
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      8344529                              .5000
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      8344531                              .5000
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1



      8344545                              .5000
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      8344553                              .2500
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      8344557                              .5000
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      8344559                              .5000
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      8344565                              .5000
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      8344571                              .5000
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      8344573                              .5000
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      8344574                              .5000
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1



      8344576                              .5000
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      8344577                              .5000
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      8344578                              .2500
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      8344585                              .2500
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      8344587                              .2500
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      8344589                              .2500
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      8344595                              .5000
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      8344601                              .5000
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1



      8344603                              .5000
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      8344605                              .2500
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      8344607                              .2500
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      8344634                              .5000
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      8344636                              .5000
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      8344655                              .5000
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      8344668                              .5000
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1



      8344684                              .5000
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      8344695                              .2500
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      8344718                              .5000
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      8344719                              .2500
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      8344808                              .2500
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      8344837                              .5000
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      8344840                              .2500
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1



      8344935                              .2500
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      8344983                              .5000
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      8344985                              .5000
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      8344987                              .5000
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1



      8345011                              .2500
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      8345051                              .5000
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      8345173                              .5000
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      8345182                              .5000
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      8345242                              .2500
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      8345343                              .5000
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1



      8345376                              .5000
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1



      8345406                              .2500
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1



      8345508                              .2500
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      8345512                              .5000
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      8345520                              .2500
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      8345528                              .5000
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      8345532                              .5000
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      8345562                              .5000
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1



      8345564                              .2500
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      8345574                              .2500
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      8345610                              .2500
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      8345612                              .2500
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1



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      8346563                              .5000
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            9.4900                         .0000
            9.4100                         .0000
            9.4100                         .0000

      8350825                              .5000
       20,191.05                          .0800
            9.9900                         .0000
            9.4900                         .0000
            9.4100                         .0000
            9.4100                         .0000

      8350827                              .5000
       34,493.70                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000
1



      8350863                              .2500
       44,326.55                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.6700                         .0000

      8350897                              .5000
       80,638.50                          .0800
            7.8750                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8350899                              .2500
       48,168.87                          .0800
            8.7000                         .0000
            8.4500                         .0000
            8.3700                         .0000
            8.3700                         .0000

      8350939                              .5000
      171,743.90                          .0800
            7.5000                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.9200                         .0000

      8350979                              .2500
       41,559.76                          .0800
            9.2500                         .0000
            9.0000                         .0000
            8.9200                         .0000
            8.9200                         .0000

      8351013                              .5000
      109,869.65                          .0800
            8.6250                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8351213                              .2500
       61,692.14                          .0800
            9.7500                         .0000
            9.5000                         .0000
            9.4200                         .0000
            9.4200                         .0000

      8351331                              .5000
       49,926.32                          .0800
            9.1250                         .0000
            8.6250                         .0000
            8.5450                         .0000
            8.5450                         .0000
1



      8351343                              .2500
       66,243.57                          .0800
            7.1250                         .0000
            6.8750                         .0000
            6.7950                         .0000
            6.7950                         .0000

      8351391                              .2500
       63,847.42                          .0800
            7.1250                         .0000
            6.8750                         .0000
            6.7950                         .0000
            6.7950                         .0000

      8351413                              .5000
      115,661.05                          .0800
            7.8750                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8351417                              .2500
       70,255.17                          .0800
            8.2500                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8351453                              .2500
       54,509.37                          .0800
            7.7500                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000

      8351465                              .5000
       74,150.63                          .0800
           10.0000                         .0000
            9.5000                         .0000
            9.4200                         .0000
            9.4200                         .0000

      8351481                              .2500
       48,537.23                          .0800
            8.9900                         .0000
            8.7400                         .0000
            8.6600                         .0000
            8.6600                         .0000

      8351555                              .5000
       16,943.49                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000
1



      8351557                              .5000
       16,968.42                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351561                              .5000
       36,869.47                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351563                              .5000
       37,779.40                          .0800
           12.2400                         .0000
           11.7400                         .0000
           11.6600                         .0000
           11.6600                         .0000

      8351565                              .5000
       29,324.90                          .0800
           12.7400                         .0000
           12.2400                         .0000
           12.1600                         .0000
           12.1600                         .0000

      8351569                              .5000
       19,717.76                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351571                              .5000
       22,156.87                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351573                              .5000
       23,591.35                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351575                              .5000
       18,742.72                          .0800
           13.7400                         .0000
           13.2400                         .0000
           13.1600                         .0000
           13.1600                         .0000
1



      8351581                              .5000
       18,164.41                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351583                              .5000
       19,328.80                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8351585                              .5000
       26,240.37                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351589                              .5000
       15,762.70                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8351591                              .5000
       18,414.79                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8351595                              .5000
       16,016.43                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8351599                              .5000
       13,440.18                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351601                              .5000
       14,234.06                          .0800
            8.9000                         .0000
            8.4000                         .0000
            8.3200                         .0000
            8.3200                         .0000
1



      8351653                              .2500
       99,854.80                          .0800
            7.6250                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8351665                              .5000
       55,182.96                          .0800
           10.5000                         .0000
           10.0000                         .0000
            9.9200                         .0000
            9.9200                         .0000

      8351695                              .2500
       40,729.07                          .0800
            8.7500                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8351711                              .5000
       62,041.81                          .0800
            9.7500                         .0000
            9.2500                         .0000
            9.1700                         .0000
            9.1700                         .0000

      8351735                              .5000
      152,827.81                          .0800
            8.8750                         .0000
            8.3750                         .0000
            8.2950                         .0000
            8.2950                         .0000

      8351739                              .2500
      158,741.34                          .0800
            8.1250                         .0000
            7.8750                         .0000
            7.7950                         .0000
            7.7950                         .0000

      8351741                              .2500
       32,261.84                          .0800
            8.7500                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8351743                              .2500
      170,067.03                          .0800
            7.9900                         .0000
            7.7400                         .0000
            7.6600                         .0000
            7.6600                         .0000
1



      8351749                              .2500
       49,445.72                          .0800
            9.0000                         .0000
            8.7500                         .0000
            8.6700                         .0000
            8.6700                         .0000

      8351817                              .5000
       17,512.37                          .0800
            8.9000                         .0000
            8.4000                         .0000
            8.3200                         .0000
            8.3200                         .0000

      8351819                              .5000
       14,844.54                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351821                              .5000
       14,974.49                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351825                              .5000
       15,729.21                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351827                              .5000
       32,344.49                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8351829                              .5000
       24,972.01                          .0800
            8.9000                         .0000
            8.4000                         .0000
            8.3200                         .0000
            8.3200                         .0000

      8351831                              .5000
       24,737.25                          .0800
           12.4900                         .0000
           11.9900                         .0000
           11.9100                         .0000
           11.9100                         .0000
1



      8351837                              .5000
       24,990.83                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351839                              .5000
       22,116.87                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351843                              .5000
       16,185.79                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351845                              .5000
       17,990.04                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351847                              .5000
       13,156.13                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351849                              .5000
       16,181.87                          .0800
            8.9000                         .0000
            8.4000                         .0000
            8.3200                         .0000
            8.3200                         .0000

      8351851                              .5000
       24,990.83                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351853                              .5000
       33,862.82                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000
1



      8351855                              .5000
       18,614.46                          .0800
            8.9000                         .0000
            8.4000                         .0000
            8.3200                         .0000
            8.3200                         .0000

      8351861                              .2500
       59,943.77                          .0800
            9.7500                         .0000
            9.5000                         .0000
            9.4200                         .0000
            9.4200                         .0000

      8351863                              .5000
       21,891.97                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351865                              .5000
       25,966.61                          .0800
           12.4900                         .0000
           11.9900                         .0000
           11.9100                         .0000
           11.9100                         .0000

      8351873                              .5000
       19,867.70                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351877                              .5000
       22,786.49                          .0800
           11.8650                         .0000
           11.3650                         .0000
           11.2850                         .0000
           11.2850                         .0000

      8351879                              .5000
       13,952.33                          .0800
           13.7400                         .0000
           13.2400                         .0000
           13.1600                         .0000
           13.1600                         .0000

      8351881                              .5000
       15,094.45                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000
1



      8351883                              .5000
       15,094.45                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351887                              .5000
       15,744.23                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351889                              .5000
       23,976.20                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351891                              .5000
       27,489.91                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351895                              .5000
       14,844.54                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351897                              .5000
       30,513.80                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351899                              .5000
       23,312.29                          .0800
           12.2400                         .0000
           11.7400                         .0000
           11.6600                         .0000
           11.6600                         .0000

      8351901                              .5000
       20,177.86                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000
1



      8351903                              .5000
       18,543.18                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351905                              .5000
       20,388.24                          .0800
           11.9900                         .0000
           11.4900                         .0000
           11.4100                         .0000
           11.4100                         .0000

      8351907                              .5000
       28,948.22                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8351909                              .5000
       14,377.16                          .0800
           12.2400                         .0000
           11.7400                         .0000
           11.6600                         .0000
           11.6600                         .0000

      8351911                              .5000
       93,553.73                          .0800
           13.2500                         .0000
           12.7500                         .0000
           12.6700                         .0000
           12.6700                         .0000

      8351913                              .5000
       17,487.02                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351915                              .5000
       19,115.97                          .0800
           11.9900                         .0000
           11.4900                         .0000
           11.4100                         .0000
           11.4100                         .0000

      8351917                              .5000
       14,011.86                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000
1



      8351919                              .5000
       14,619.63                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351921                              .5000
       49,971.18                          .0800
           11.9900                         .0000
           11.4900                         .0000
           11.4100                         .0000
           11.4100                         .0000

      8351923                              .5000
       30,055.96                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351925                              .5000
       25,966.61                          .0800
           12.4900                         .0000
           11.9900                         .0000
           11.9100                         .0000
           11.9100                         .0000

      8351927                              .5000
       28,955.09                          .0800
            9.7000                         .0000
            9.2000                         .0000
            9.1200                         .0000
            9.1200                         .0000

      8351929                              .5000
       16,272.92                          .0800
           11.0000                         .0000
           10.5000                         .0000
           10.4200                         .0000
           10.4200                         .0000

      8351931                              .5000
       14,441.61                          .0800
           11.9900                         .0000
           11.4900                         .0000
           11.4100                         .0000
           11.4100                         .0000

      8351933                              .5000
       24,150.60                          .0800
           12.7400                         .0000
           12.2400                         .0000
           12.1600                         .0000
           12.1600                         .0000
1



      8351935                              .5000
       17,318.64                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351937                              .5000
       19,273.06                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351939                              .5000
       33,238.58                          .0800
           11.4900                         .0000
           10.9900                         .0000
           10.9100                         .0000
           10.9100                         .0000

      8351941                              .5000
       49,975.61                          .0800
           12.7400                         .0000
           12.2400                         .0000
           12.1600                         .0000
           12.1600                         .0000

      8351943                              .5000
       14,768.18                          .0800
           12.9900                         .0000
           12.4900                         .0000
           12.4100                         .0000
           12.4100                         .0000

      8351947                              .5000
       15,193.42                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351951                              .5000
       38,235.96                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351953                              .5000
       19,992.65                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000
1



      8351955                              .5000
       27,289.98                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351957                              .5000
       20,030.64                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351959                              .5000
       14,992.28                          .0800
           12.4900                         .0000
           11.9900                         .0000
           11.9100                         .0000
           11.9100                         .0000

      8351961                              .5000
       44,735.57                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351963                              .5000
       38,985.69                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8351965                              .2500
       55,916.62                          .0800
            7.5000                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000

      8351979                              .2500
       99,751.25                          .0800
            7.5000                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000

      8351983                              .5000
       62,434.65                          .0800
            8.2500                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000
1



      8351987                              .5000
       72,411.85                          .0800
            8.5000                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8351989                              .5000
      113,761.51                          .0800
            8.5000                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8351991                              .5000
      107,193.98                          .0800
            8.9900                         .0000
            8.4900                         .0000
            8.4100                         .0000
            8.4100                         .0000

      8351993                              .5000
       76,383.22                          .0800
            7.3750                         .0000
            6.8750                         .0000
            6.7950                         .0000
            6.7950                         .0000

      8351995                              .5000
       65,743.62                          .0800
            7.2500                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.6700                         .0000

      8351997                              .5000
      141,443.56                          .0800
            7.5000                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.9200                         .0000

      8351999                              .5000
       53,936.01                          .0800
            8.6250                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8352001                              .5000
       64,356.42                          .0800
            7.6250                         .0000
            7.1250                         .0000
            7.0450                         .0000
            7.0450                         .0000
1



      8352003                              .5000
       43,973.25                          .0800
           11.7500                         .0000
           11.2500                         .0000
           11.1700                         .0000
           11.1700                         .0000

      8352007                              .5000
      236,846.52                          .0800
            8.2500                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000

      8352009                              .5000
       43,971.74                          .0800
           11.5000                         .0000
           11.0000                         .0000
           10.9200                         .0000
           10.9200                         .0000

      8352011                              .5000
      160,223.63                          .0800
            9.1250                         .0000
            8.6250                         .0000
            8.5450                         .0000
            8.5450                         .0000

      8352013                              .5000
       30,727.36                          .0800
           10.8750                         .0000
           10.3750                         .0000
           10.2950                         .0000
           10.2950                         .0000

      8352015                              .5000
       81,011.54                          .0800
            7.6250                         .0000
            7.1250                         .0000
            7.0450                         .0000
            7.0450                         .0000

      8352017                              .5000
       38,364.96                          .0800
            9.8750                         .0000
            9.3750                         .0000
            9.2950                         .0000
            9.2950                         .0000

      8352019                              .5000
      111,683.34                          .0800
           10.3750                         .0000
            9.8750                         .0000
            9.7950                         .0000
            9.7950                         .0000
1



      8352023                              .5000
      100,877.62                          .0800
            9.3750                         .0000
            8.8750                         .0000
            8.7950                         .0000
            8.7950                         .0000

      8352041                              .5000
      129,884.26                          .0800
            9.9900                         .0000
            9.4900                         .0000
            9.4100                         .0000
            9.4100                         .0000

      8352099                              .5000
      112,067.04                          .0800
            8.6250                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8352159                              .5000
       90,484.67                          .0800
           10.6250                         .0000
           10.1250                         .0000
           10.0450                         .0000
           10.0450                         .0000

      8352231                              .5000
      116,145.71                          .0800
            8.7500                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8352299                              .5000
      117,745.02                          .0800
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1



      8355265                              .5000
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      8355307                              .5000
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      8355315                              .5000
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      8355615                              .5000
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1



      8355701                              .2500
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      8355711                              .5000
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      8355773                              .5000
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      8355907                              .5000
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      8355927                              .2500
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      8355931                              .5000
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1



      8355943                              .5000
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      8355945                              .5000
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      8355975                              .5000
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      8356011                              .5000
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      8356013                              .5000
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      8356063                              .5000
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      8356101                              .2500
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1



      8356109                              .5000
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      8356115                              .5000
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      8356135                              .2500
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      8356145                              .5000
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      8356161                              .5000
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      8356163                              .5000
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      8356183                              .5000
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      8356189                              .2500
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1



      8356235                              .5000
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      8356373                              .5000
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      8356441                              .2500
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      8356671                              .5000
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1



      8356701                              .2500
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      8356709                              .5000
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      8356767                              .5000
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1



      8356781                              .5000
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      8356783                              .5000
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      8356815                              .5000
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      8356837                              .5000
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      8356839                              .5000
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1



      8356857                              .5000
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      8356861                              .5000
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1



      8356919                              .5000
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      8356921                              .2500
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      8356931                              .5000
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      8356945                              .5000
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      8356953                              .5000
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      8356985                              .5000
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1



      8357029                              .5000
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      8357035                              .5000
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      8357161                              .5000
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1



      8357363                              .2500
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      8358399                              .5000
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      8358761                              .2500
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1



      8363291                              .2500
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      8363329                              .5000
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      8363345                              .5000
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      8363347                              .5000
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      8363361                              .5000
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1



      8363365                              .2500
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      8363373                              .2500
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      8363377                              .2500
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      8363383                              .2500
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      8363401                              .2500
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      8363693                              .2500
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1



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      8365881                              .5000
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      8374005                              .5000
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      8374539                              .5000
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      8374583                              .5000
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      8374695                              .5000
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      8378255                              .2500
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      8378333                              .2500
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      8378347                              .5000
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      8378379                              .2500
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1



      8378393                              .2500
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      8378399                              .2500
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      8378401                              .5000
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      8378409                              .2500
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      8378411                              .2500
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      8378467                              .2500
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      8378471                              .2500
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      8378545                              .5000
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1



      8378549                              .5000
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      8378553                              .5000
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      8378623                              .2500
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      8378633                              .2500
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      8378681                              .2500
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      8378691                              .2500
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      8378771                              .5000
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      8378931                              .5000
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1



      8378933                              .5000
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      8378935                              .5000
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      8378937                              .5000
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      8378939                              .5000
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      8378941                              .5000
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      8378943                              .5000
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      8378945                              .5000
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      8378947                              .5000
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1



      8378951                              .5000
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      8378953                              .5000
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      8378957                              .5000
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      8378961                              .5000
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      8378963                              .5000
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      8378965                              .5000
       18,982.53                          .0800
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      8378967                              .5000
       26,787.74                          .0800
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      8378969                              .5000
       76,949.85                          .0800
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1



      8378971                              .5000
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      8378975                              .5000
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      8378979                              .5000
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      8378987                              .5000
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      8378989                              .5000
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      8378991                              .5000
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      8378995                              .5000
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      8378997                              .5000
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1



      8378999                              .5000
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      8379001                              .5000
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      8379005                              .5000
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      8379009                              .5000
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      8379011                              .5000
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      8379015                              .5000
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      8379017                              .5000
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      8379019                              .5000
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1



      8379021                              .5000
       64,934.20                          .0800
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      8379023                              .5000
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      8379025                              .5000
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      8379027                              .5000
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      8379029                              .5000
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      8379031                              .5000
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      8379033                              .5000
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      8379035                              .5000
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1



      8379037                              .5000
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      8379039                              .5000
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      8379041                              .5000
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      8379045                              .5000
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      8379047                              .5000
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      8379049                              .5000
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      8379051                              .5000
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      8379053                              .5000
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1



      8379055                              .5000
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      8379057                              .5000
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      8379059                              .5000
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      8379061                              .5000
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      8379067                              .5000
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      8379069                              .5000
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      8379071                              .5000
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      8379075                              .5000
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1



      8379077                              .5000
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      8379079                              .5000
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      8379081                              .5000
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      8379083                              .5000
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      8379085                              .5000
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      8379087                              .5000
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      8379089                              .5000
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      8379091                              .5000
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1



      8379093                              .5000
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      8379097                              .5000
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      8379101                              .5000
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      8379103                              .5000
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      8379105                              .5000
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      8379107                              .5000
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      8379109                              .5000
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      8379111                              .5000
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1



      8379113                              .5000
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      8379119                              .5000
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      8379121                              .5000
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      8379135                              .5000
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      8379139                              .5000
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      8379141                              .5000
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      8379147                              .5000
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      8379149                              .5000
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1



      8379151                              .5000
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      8379153                              .5000
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      8379155                              .5000
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      8379157                              .5000
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      8379159                              .5000
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      8379161                              .5000
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      8379163                              .5000
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      8379165                              .5000
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1



      8379167                              .5000
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      8379169                              .5000
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      8379171                              .5000
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      8379173                              .5000
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      8379175                              .5000
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      8379177                              .5000
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      8379179                              .5000
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      8379181                              .5000
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1



      8379185                              .5000
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      8379187                              .5000
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      8379189                              .5000
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      8379193                              .5000
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      8379195                              .5000
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      8379197                              .5000
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      8379199                              .5000
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      8379203                              .5000
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1



      8379205                              .5000
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      8379207                              .5000
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      8379209                              .5000
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      8379211                              .5000
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      8379213                              .5000
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      8401037                              .5000
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1



      8401043                              .5000
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      8401045                              .5000
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      8401047                              .5000
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      8401049                              .5000
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      8401051                              .5000
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      8401077                              .5000
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      8401211                              .2500
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      8401419                              .2500
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1



      8401423                              .2500
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      8401683                              .2500
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      8401699                              .5000
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      8401705                              .5000
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      8401783                              .5000
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      8401807                              .2500
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      8401885                              .5000
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      8401891                              .5000
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1



      8402011                              .2500
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      8402039                              .5000
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      8402045                              .5000
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      8402097                              .5000
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      8402101                              .2500
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      8402109                              .2500
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      8402225                              .5000
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      8402227                              .5000
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1



      8402231                              .5000
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      8402421                              .2500
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      8402425                              .5000
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      8402429                              .5000
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      8402431                              .5000
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      8402433                              .5000
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      8402435                              .5000
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      8402439                              .5000
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1



      8402443                              .5000
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      8402445                              .2500
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      8402447                              .5000
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      8402449                              .5000
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      8402451                              .5000
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      8402453                              .5000
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      8402455                              .5000
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      8402457                              .5000
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1



      8402461                              .5000
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      8402463                              .5000
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      8402465                              .5000
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      8402467                              .5000
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      8402469                              .5000
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      8402471                              .5000
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      8402473                              .5000
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      8402475                              .5000
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1



      8402477                              .5000
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      8402479                              .5000
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      8402483                              .5000
       81,925.87                          .0800
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      8402485                              .5000
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      8402491                              .5000
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      8402495                              .5000
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      8402497                              .5000
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      8402499                              .5000
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1



      8402501                              .5000
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      8402505                              .5000
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      8402507                              .5000
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      8402509                              .5000
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      8402511                              .2500
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      8402513                              .5000
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      8402517                              .5000
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      8402519                              .5000
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1



      8402521                              .5000
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      8402523                              .5000
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      8402525                              .5000
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      8402527                              .5000
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      8402529                              .5000
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      8402533                              .5000
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      8402535                              .5000
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      8402537                              .5000
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1



      8402539                              .5000
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      8402543                              .5000
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      8402545                              .5000
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      8402549                              .5000
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      8402551                              .5000
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      8402555                              .5000
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      8402557                              .5000
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      8402559                              .5000
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1



      8402561                              .5000
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      8402563                              .5000
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      8402567                              .5000
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      8402569                              .5000
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      8402571                              .5000
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      8402573                              .5000
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      8402577                              .5000
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      8402579                              .5000
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1



      8402581                              .5000
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      8402583                              .5000
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      8402587                              .5000
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      8402593                              .5000
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      8402595                              .5000
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      8402601                              .5000
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      8402605                              .5000
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      8402607                              .5000
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1



      8402609                              .5000
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      8402611                              .5000
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      8402613                              .5000
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      8402615                              .5000
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      8402621                              .5000
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      8402623                              .5000
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      8402625                              .5000
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      8402629                              .5000
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1



      8402641                              .5000
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      8402643                              .5000
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      8402651                              .5000
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      8402653                              .5000
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      8402655                              .5000
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      8402657                              .5000
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      8402661                              .5000
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      8402663                              .5000
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1



      8402665                              .5000
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      8402669                              .5000
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      8402673                              .5000
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      8402675                              .5000
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      8402679                              .5000
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      8402681                              .5000
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      8402683                              .5000
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      8402685                              .5000
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1



      8402689                              .5000
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      8402691                              .5000
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      8402693                              .5000
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      8402695                              .5000
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      8402699                              .5000
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      8402701                              .5000
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      8402703                              .5000
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      8402705                              .5000
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1



      8402711                              .5000
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      8402713                              .5000
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      8402715                              .5000
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      8402717                              .5000
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      8402719                              .5000
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      8402721                              .5000
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      8402723                              .5000
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      8402725                              .5000
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1



      8402727                              .5000
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      8402731                              .5000
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      8402733                              .5000
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      8402735                              .5000
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      8402741                              .5000
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      8402743                              .5000
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      8402745                              .5000
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      8402747                              .5000
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1



      8402749                              .5000
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      8402751                              .5000
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      8402753                              .5000
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      8402755                              .5000
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      8402759                              .5000
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      8402761                              .5000
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      8402763                              .5000
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      8402765                              .5000
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1



      8402767                              .5000
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      8402771                              .5000
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      8402773                              .5000
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      8402775                              .5000
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      8402777                              .5000
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      8402781                              .5000
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      8402783                              .5000
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      8402785                              .5000
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1



      8402787                              .5000
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      8402789                              .5000
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      8402791                              .5000
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      8402799                              .5000
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      8402801                              .5000
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      8402803                              .5000
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      8402809                              .5000
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      8402813                              .5000
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1



      8402815                              .5000
       59,916.79                          .0800
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      8402817                              .5000
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      8402819                              .5000
       19,969.28                          .0800
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      8402823                              .5000
       34,914.38                          .0800
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      8402825                              .5000
       41,942.50                          .0800
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      8402829                              .5000
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      8402831                              .5000
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      8402835                              .5000
       17,962.40                          .0800
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1



      8402837                              .5000
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      8402841                              .5000
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      8402843                              .5000
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      8402845                              .5000
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      8402847                              .5000
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      8402851                              .5000
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      8402853                              .5000
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      8402855                              .5000
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1



      8402857                              .5000
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      8402859                              .5000
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      8402861                              .5000
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      8402863                              .5000
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      8402865                              .5000
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      8402867                              .5000
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      8402869                              .5000
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      8402871                              .5000
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1



      8402873                              .5000
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      8402875                              .5000
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      8402877                              .5000
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      8402879                              .5000
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      8402889                              .5000
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      8402903                              .5000
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      8402905                              .5000
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      8403421                              .2500
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1



      8403457                              .2500
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      8403471                              .5000
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      8403475                              .2500
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      8403575                              .5000
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      8403589                              .5000
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      8403647                              .5000
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1



      8403667                              .5000
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      8403673                              .5000
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      8403721                              .5000
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1



      8403743                              .2500
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      8403799                              .5000
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1



      8403935                              .2500
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1



      8404033                              .2500
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      8404059                              .2500
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      8404705                              .5000
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1



      8406291                              .2500
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      8406469                              .5000
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1



      8406477                              .5000
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      8406487                              .5000
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      8406501                              .5000
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1



      8406505                              .5000
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      8406507                              .5000
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      8406515                              .5000
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      8406517                              .5000
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      8406521                              .5000
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      8406523                              .5000
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      8406525                              .5000
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1



      8406527                              .5000
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      8406529                              .5000
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      8406531                              .5000
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      8406533                              .5000
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      8406535                              .5000
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      8406537                              .5000
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      8406541                              .5000
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      8406545                              .5000
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1



      8406547                              .5000
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      8406549                              .5000
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      8406551                              .5000
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      8406555                              .5000
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      8406557                              .5000
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      8406559                              .5000
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      8406561                              .5000
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      8406563                              .5000
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1



      8406569                              .5000
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      8406581                              .5000
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      8406583                              .5000
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      8406585                              .5000
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      8406587                              .5000
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      8406591                              .5000
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      8406593                              .5000
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      8406595                              .5000
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1



      8406597                              .5000
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      8406599                              .5000
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      8406601                              .5000
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      8406603                              .5000
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      8406611                              .5000
       35,951.81                          .0800
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      8406651                              .5000
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      8406653                              .5000
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      8406655                              .5000
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1



      8406657                              .5000
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      8406659                              .5000
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      8406663                              .5000
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      8406665                              .5000
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      8406667                              .5000
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      8406669                              .5000
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      8406671                              .5000
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      8406673                              .5000
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1



      8406677                              .5000
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      8406683                              .5000
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      8406687                              .5000
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      8406693                              .5000
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      8406697                              .5000
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      8406701                              .5000
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      8406705                              .5000
       43,986.32                          .0800
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      8406711                              .5000
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1



      8406713                              .5000
       50,850.00                          .0800
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      8406717                              .5000
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      8406719                              .5000
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      8406723                              .5000
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      8406727                              .5000
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      8406737                              .5000
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      8406745                              .5000
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      8406749                              .5000
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1



      8406753                              .5000
       65,551.32                          .0800
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      8406757                              .5000
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      8406763                              .5000
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      8406769                              .5000
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      8406773                              .5000
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      8406777                              .5000
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      8406781                              .5000
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      8406785                              .5000
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1



      8406793                              .5000
       52,379.73                          .0800
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      8406799                              .5000
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      8406803                              .5000
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      8406807                              .5000
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      8406811                              .5000
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      8406815                              .5000
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      8406819                              .5000
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      8406823                              .5000
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1



      8406847                              .5000
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      8406849                              .5000
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      8406851                              .5000
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      8406855                              .5000
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      8406857                              .5000
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      8406859                              .5000
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      8406863                              .5000
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      8406891                              .5000
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1



      8406893                              .5000
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      8406895                              .5000
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      8406897                              .5000
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      8406901                              .5000
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      8406903                              .5000
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      8406905                              .5000
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      8406907                              .5000
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      8406909                              .5000
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1



      8406911                              .5000
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      8406919                              .5000
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      8406921                              .5000
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      8406929                              .5000
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      8406931                              .5000
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      8406935                              .5000
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      8406937                              .5000
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      8406941                              .5000
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1



      8406947                              .5000
       20,242.56                          .0800
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      8406949                              .5000
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      8406951                              .5000
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      8406953                              .5000
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      8406955                              .5000
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      8406957                              .5000
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      8406961                              .5000
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      8406967                              .5000
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1



      8406969                              .5000
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      8406971                              .5000
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      8406973                              .5000
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      8406975                              .5000
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      8406977                              .5000
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      8406979                              .5000
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      8406981                              .5000
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      8406983                              .5000
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1



      8406985                              .5000
       29,767.32                          .0800
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      8406987                              .5000
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      8406989                              .5000
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      8406995                              .5000
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      8406997                              .5000
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      8407001                              .5000
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      8407005                              .5000
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      8407009                              .5000
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1



      8407011                              .5000
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      8407015                              .5000
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      8407021                              .5000
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      8407023                              .5000
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      8407025                              .5000
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      8407027                              .5000
       25,735.74                          .0800
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      8407029                              .5000
       20,240.67                          .0800
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      8407033                              .5000
       23,536.37                          .0800
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           13.4100                         .0000
1



      8407035                              .5000
       14,003.16                          .0800
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      8407037                              .5000
       14,159.44                          .0800
            9.0000                         .0000
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      8407039                              .5000
       18,742.72                          .0800
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      8407041                              .5000
       22,988.78                          .0800
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      8407045                              .5000
       13,470.22                          .0800
            9.0000                         .0000
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      8407049                              .5000
       27,567.62                          .0800
           11.9900                         .0000
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      8407051                              .5000
       19,646.20                          .0800
           13.7400                         .0000
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      8407053                              .5000
       15,519.30                          .0800
           13.9900                         .0000
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           13.4100                         .0000
1



      8407057                              .5000
       37,579.96                          .0800
           12.7400                         .0000
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      8407059                              .5000
       18,816.57                          .0800
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      8407061                              .5000
       21,213.65                          .0800
            9.1000                         .0000
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      8407079                              .5000
       23,187.59                          .0800
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      8407081                              .5000
       33,699.55                          .0800
           12.7400                         .0000
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      8407083                              .5000
       15,657.14                          .0800
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      8407087                              .5000
       20,096.33                          .0800
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      8407091                              .5000
       14,394.71                          .0800
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           13.4100                         .0000
1



      8407135                              .5000
       15,124.45                          .0800
           13.9900                         .0000
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      8407137                              .5000
       25,770.95                          .0800
           12.2400                         .0000
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           11.6600                         .0000
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      8407143                              .5000
       29,374.67                          .0800
           12.7400                         .0000
           12.2400                         .0000
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      8407145                              .5000
       22,495.89                          .0800
           13.9900                         .0000
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      8407147                              .5000
       31,991.32                          .0800
           12.2400                         .0000
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           11.6600                         .0000
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      8407149                              .5000
       22,574.95                          .0800
           12.4900                         .0000
           11.9900                         .0000
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           11.9100                         .0000

      8407153                              .5000
       43,988.72                          .0800
           12.4900                         .0000
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           11.9100                         .0000

      8407155                              .5000
       15,595.53                          .0800
           11.9900                         .0000
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           11.4100                         .0000
1



      8407157                              .5000
       32,987.88                          .0800
           13.9900                         .0000
           13.4900                         .0000
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      8407161                              .5000
       25,038.45                          .0800
           12.9900                         .0000
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           12.4100                         .0000

      8407163                              .5000
       27,496.49                          .0800
           12.7400                         .0000
           12.2400                         .0000
           12.1600                         .0000
           12.1600                         .0000

      8407165                              .5000
       28,593.07                          .0800
           12.7400                         .0000
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           12.1600                         .0000
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      8407167                              .5000
       13,886.85                          .0800
            9.7000                         .0000
            9.2000                         .0000
            9.1200                         .0000
            9.1200                         .0000

      8407169                              .5000
       46,978.34                          .0800
           12.9900                         .0000
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      8407171                              .5000
       20,847.30                          .0800
           11.7400                         .0000
           11.2400                         .0000
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      8407173                              .5000
       43,983.84                          .0800
           13.9900                         .0000
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           13.4100                         .0000
1



      8407175                              .5000
       37,989.69                          .0800
           12.2400                         .0000
           11.7400                         .0000
           11.6600                         .0000
           11.6600                         .0000

      8407177                              .5000
       43,487.53                          .0800
           11.9900                         .0000
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      8407179                              .5000
       34,478.71                          .0800
           13.9900                         .0000
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      8407183                              .5000
       17,589.85                          .0800
           11.9900                         .0000
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           11.4100                         .0000

      8407187                              .5000
       45,737.59                          .0800
           12.2400                         .0000
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           11.6600                         .0000
           11.6600                         .0000

      8407191                              .5000
       43,677.47                          .0800
           12.4900                         .0000
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           11.9100                         .0000
           11.9100                         .0000

      8407193                              .5000
       35,408.37                          .0800
            9.8750                         .0000
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            9.2950                         .0000
            9.2950                         .0000

      8407195                              .5000
       26,315.34                          .0800
           13.9900                         .0000
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           13.4100                         .0000
1



      8407197                              .5000
       14,362.23                          .0800
           13.9900                         .0000
           13.4900                         .0000
           13.4100                         .0000
           13.4100                         .0000

      8407201                              .5000
       16,934.70                          .0800
           12.4900                         .0000
           11.9900                         .0000
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           11.9100                         .0000

      8407205                              .5000
       23,194.38                          .0800
           12.7400                         .0000
           12.2400                         .0000
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           12.1600                         .0000

      8407209                              .5000
       15,147.23                          .0800
           13.9900                         .0000
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           13.4100                         .0000

      8407211                              .5000
       31,547.78                          .0800
           13.9900                         .0000
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           13.4100                         .0000

      8407217                              .5000
       47,801.73                          .0800
           11.7400                         .0000
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      8407221                              .5000
       38,576.15                          .0800
           13.9900                         .0000
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           13.4100                         .0000

      8407223                              .5000
       32,983.98                          .0800
           13.9900                         .0000
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           13.4100                         .0000
1



      8407227                              .5000
       25,192.54                          .0800
           12.4900                         .0000
           11.9900                         .0000
           11.9100                         .0000
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      8407229                              .5000
       23,431.79                          .0800
           12.7400                         .0000
           12.2400                         .0000
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      8407233                              .5000
       32,745.80                          .0800
           13.9900                         .0000
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           13.4100                         .0000

      8407235                              .5000
       34,351.25                          .0800
           12.4900                         .0000
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           11.9100                         .0000
           11.9100                         .0000

      8407239                              .5000
       23,936.33                          .0800
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           12.4100                         .0000
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      8407241                              .5000
       14,094.81                          .0800
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      8407245                              .5000
       14,352.36                          .0800
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      8407249                              .5000
       39,983.93                          .0800
           13.9900                         .0000
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           13.4100                         .0000
1



      8407253                              .5000
       34,183.33                          .0800
           12.7400                         .0000
           12.2400                         .0000
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           12.1600                         .0000

      8407257                              .5000
       19,976.35                          .0800
           13.9900                         .0000
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      8407259                              .5000
       35,471.71                          .0800
           12.4900                         .0000
           11.9900                         .0000
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           11.9100                         .0000

      8407263                              .5000
       45,977.58                          .0800
           12.7400                         .0000
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      8407267                              .5000
       18,368.26                          .0800
           13.9900                         .0000
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           13.4100                         .0000

      8407271                              .5000
       22,885.82                          .0800
           13.9900                         .0000
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      8407275                              .5000
       45,491.69                          .0800
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      8407281                              .5000
       16,745.85                          .0800
           12.2400                         .0000
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           11.6600                         .0000
1



      8407283                              .5000
       28,993.36                          .0800
           12.9900                         .0000
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      8407289                              .5000
       23,777.03                          .0800
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      8407293                              .5000
       21,495.73                          .0800
           13.9900                         .0000
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      8407295                              .5000
       18,221.67                          .0800
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      8407299                              .5000
       23,378.30                          .0800
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      8407307                              .5000
       18,795.44                          .0800
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      8407313                              .5000
       26,595.14                          .0800
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      8407317                              .5000
       27,887.00                          .0800
           13.9900                         .0000
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1



      8407321                              .5000
       16,868.81                          .0800
           13.9900                         .0000
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      8407325                              .5000
       20,096.33                          .0800
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      8407329                              .5000
       14,094.81                          .0800
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      8407333                              .5000
       20,991.95                          .0800
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      8407337                              .5000
       23,044.53                          .0800
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      8407341                              .5000
       16,167.05                          .0800
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      8407345                              .5000
       18,719.01                          .0800
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      8407351                              .5000
       36,000.36                          .0800
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1



      8407355                              .5000
       15,193.00                          .0800
           12.9900                         .0000
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      8407359                              .5000
       27,117.04                          .0800
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      8407363                              .5000
       49,381.86                          .0800
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      8407371                              .5000
       17,231.68                          .0800
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      8407377                              .5000
       16,418.96                          .0800
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      8407381                              .5000
       17,393.62                          .0800
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      8407383                              .5000
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      8407387                              .5000
       16,393.98                          .0800
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1



      8407393                              .5000
       26,213.16                          .0800
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      8407395                              .5000
       24,994.28                          .0800
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      8407399                              .5000
       49,985.66                          .0800
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      8407403                              .5000
       35,593.51                          .0800
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      8407407                              .5000
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      8407411                              .5000
       15,094.45                          .0800
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      8407415                              .5000
       19,192.96                          .0800
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      8407419                              .5000
       22,115.87                          .0800
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1



      8407423                              .5000
       29,925.41                          .0800
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      8407427                              .5000
       16,194.06                          .0800
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      8407431                              .5000
       17,961.00                          .0800
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      8407435                              .5000
       25,012.08                          .0800
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      8407439                              .5000
       16,793.82                          .0800
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      8407443                              .5000
       19,867.70                          .0800
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      8407447                              .5000
       33,587.67                          .0800
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      8407451                              .5000
       49,980.57                          .0800
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1



      8407455                              .5000
       25,395.36                          .0800
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      8407459                              .5000
       15,071.16                          .0800
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      8407463                              .5000
       17,920.65                          .0800
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      8407467                              .5000
       19,481.44                          .0800
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      8407471                              .5000
       21,339.15                          .0800
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      8407475                              .5000
       19,421.88                          .0800
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      8407479                              .5000
       18,843.08                          .0800
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      8407483                              .5000
       47,797.54                          .0800
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1



      8407487                              .5000
       22,719.65                          .0800
           13.9900                         .0000
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      8407491                              .5000
       15,444.33                          .0800
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      8407495                              .5000
       20,954.30                          .0800
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      8407499                              .5000
       18,846.81                          .0800
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      8407507                              .5000
       21,530.07                          .0800
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      8407511                              .5000
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      8407515                              .5000
       20,990.93                          .0800
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      8407519                              .5000
       12,985.23                          .0800
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1



      8407697                              .2500
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      8407771                              .5000
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      8407943                              .5000
       64,976.77                          .0800
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      8407961                              .5000
       26,222.43                          .0800
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      8407975                              .5000
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      8407983                              .2500
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      8407999                              .2500
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      8427561                              .5000
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      8427579                              .5000
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      8427765                              .5000
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      8427843                              .5000
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      8428133                              .5000
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      8428137                              .5000
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      8433303                              .5000
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      8433317                              .5000
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      8433339                              .5000
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1



      8433341                              .5000
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      8433343                              .5000
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      8433347                              .5000
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      8433357                              .5000
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1



      8433363                              .5000
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      8433365                              .5000
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      8433371                              .5000
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      8433373                              .5000
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      8433377                              .5000
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      8433395                              .2500
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      8433457                              .2500
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1



      8433493                              .5000
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      8433507                              .5000
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      8433517                              .2500
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      8433581                              .5000
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      8433589                              .2500
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      8433597                              .5000
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      8433601                              .2500
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      8433605                              .2500
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1



      8433609                              .2500
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      8433617                              .5000
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      8433619                              .2500
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      8433627                              .5000
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      8433631                              .5000
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      8433633                              .5000
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1



      8433665                              .5000
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      8433675                              .5000
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      8433699                              .5000
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      8433955                              .2500
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      8433963                              .2500
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      8433967                              .2500
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      8433975                              .2500
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1



      8434061                              .5000
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      8434071                              .5000
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      8434083                              .2500
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      8434093                              .2500
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      8434099                              .5000
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      8434113                              .2500
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      8434121                              .5000
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1



      8434125                              .5000
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      8434129                              .5000
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      8434149                              .2500
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      8434153                              .2500
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      8434159                              .5000
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      8434161                              .5000
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      8434167                              .5000
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      8434225                              .2500
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      8434411                              .5000
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      8434425                              .5000
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      8434749                              .5000
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      8435441                              .5000
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      8435471                              .5000
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      8435491                              .5000
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      8435509                              .5000
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      8435513                              .5000
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      8435515                              .5000
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      8435517                              .5000
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      8436419                              .5000
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      8444807                              .2500
       66,000.00                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.6700                         .0000

      8444809                              .2500
       86,450.00                          .0800
            7.9900                         .0000
            7.7400                         .0000
            7.6600                         .0000
            7.6600                         .0000

      8444819                              .2500
      120,000.00                          .0800
            7.8750                         .0000
            7.6250                         .0000
            7.5450                         .0000
            7.5450                         .0000

      8444821                              .5000
      292,000.00                          .0800
            7.8750                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8444827                              .5000
      130,410.19                          .0800
            7.8750                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8444855                              .5000
       64,000.00                          .0800
            8.9900                         .0000
            8.4900                         .0000
            8.4100                         .0000
            8.4100                         .0000

      8444859                              .5000
      111,669.10                          .0800
            7.7500                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000
1



      8444865                              .2500
      119,604.67                          .0800
            6.5000                         .0000
            6.2500                         .0000
            6.1700                         .0000
            6.1700                         .0000

      8445253                              .2500
       60,244.84                          .0800
            8.7400                         .0000
            8.4900                         .0000
            8.4100                         .0000
            8.4100                         .0000

      8445255                              .2500
       80,665.87                          .0800
            7.6250                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8445289                              .5000
       71,348.07                          .0800
            9.0500                         .0000
            8.5500                         .0000
            8.4700                         .0000
            8.4700                         .0000

      8445293                              .2500
      167,647.67                          .0800
            7.8300                         .0000
            7.5800                         .0000
            7.5000                         .0000
            7.5000                         .0000

      8445345                              .5000
      137,560.38                          .0800
            9.3750                         .0000
            8.8750                         .0000
            8.7950                         .0000
            8.7950                         .0000

      8445413                              .2500
      131,659.33                          .0800
            7.8750                         .0000
            7.6250                         .0000
            7.5450                         .0000
            7.5450                         .0000

      8445423                              .5000
      223,849.69                          .0800
            8.0000                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000
1



      8445425                              .2500
      126,000.00                          .0800
            8.2500                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8445455                              .2500
      170,849.12                          .0800
            6.6250                         .0000
            6.3750                         .0000
            6.2950                         .0000
            6.2950                         .0000

      8445635                              .2500
       76,463.34                          .0800
            9.6250                         .0000
            9.3750                         .0000
            9.2950                         .0000
            9.2950                         .0000

      8445783                              .5000
      105,917.31                          .0800
            7.2500                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.6700                         .0000

      8446133                              .2500
       19,974.41                          .0800
            8.2500                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8446183                              .2500
       41,250.00                          .0800
            7.9000                         .0000
            7.6500                         .0000
            7.5700                         .0000
            7.5700                         .0000

      8446301                              .2500
      180,000.00                          .0800
            8.6500                         .0000
            8.4000                         .0000
            8.3200                         .0000
            8.3200                         .0000

      8446403                              .5000
      147,900.00                          .0800
            8.6000                         .0000
            8.1000                         .0000
            8.0200                         .0000
            8.0200                         .0000
1



      8446419                              .2500
       86,349.25                          .0800
            8.6500                         .0000
            8.4000                         .0000
            8.3200                         .0000
            8.3200                         .0000

      8446651                              .2500
      107,072.13                          .0800
            8.1000                         .0000
            7.8500                         .0000
            7.7700                         .0000
            7.7700                         .0000

      8446731                              .2500
       72,826.95                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.9200                         .0000

      8446771                              .5000
       59,920.16                          .0800
            9.9200                         .0000
            9.4200                         .0000
            9.3400                         .0000
            9.3400                         .0000

      8446773                              .5000
       42,460.18                          .0800
            9.7500                         .0000
            9.2500                         .0000
            9.1700                         .0000
            9.1700                         .0000

      8446775                              .5000
       75,558.88                          .0800
            7.9900                         .0000
            7.4900                         .0000
            7.4100                         .0000
            7.4100                         .0000

      8446777                              .2500
       70,861.55                          .0800
            7.5000                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000

      8446811                              .2500
       57,418.12                          .0800
            6.9900                         .0000
            6.7400                         .0000
            6.6600                         .0000
            6.6600                         .0000
1



      8446813                              .5000
       71,758.49                          .0800
            8.1250                         .0000
            7.6250                         .0000
            7.5450                         .0000
            7.5450                         .0000

      8446815                              .5000
       70,440.63                          .0800
           10.2500                         .0000
            9.7500                         .0000
            9.6700                         .0000
            9.6700                         .0000

      8446853                              .5000
       29,970.36                          .0800
            9.5000                         .0000
            9.0000                         .0000
            8.9200                         .0000
            8.9200                         .0000

      8446859                              .5000
       90,057.96                          .0800
            9.7500                         .0000
            9.2500                         .0000
            9.1700                         .0000
            9.1700                         .0000

      8446865                              .5000
       89,739.68                          .0800
            7.9900                         .0000
            7.4900                         .0000
            7.4100                         .0000
            7.4100                         .0000

      8446867                              .5000
       47,979.87                          .0800
           10.2500                         .0000
            9.7500                         .0000
            9.6700                         .0000
            9.6700                         .0000

      8446871                              .5000
       34,141.25                          .0800
           10.5000                         .0000
           10.0000                         .0000
            9.9200                         .0000
            9.9200                         .0000

      8446873                              .2500
       49,946.58                          .0800
            9.1250                         .0000
            8.8750                         .0000
            8.7950                         .0000
            8.7950                         .0000
1



      8446895                              .5000
       60,000.00                          .0800
            9.2500                         .0000
            8.7500                         .0000
            8.6700                         .0000
            8.6700                         .0000

      8446897                              .5000
       97,543.85                          .0800
            8.7500                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8446941                              .5000
       37,406.15                          .0800
            9.6000                         .0000
            9.1000                         .0000
            9.0200                         .0000
            9.0200                         .0000

      8446945                              .5000
       46,264.90                          .0800
            9.2500                         .0000
            8.7500                         .0000
            8.6700                         .0000
            8.6700                         .0000

      8446983                              .2500
       51,000.00                          .0800
            8.3750                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8446989                              .2500
       54,420.20                          .0800
            6.9900                         .0000
            6.7400                         .0000
            6.6600                         .0000
            6.6600                         .0000

      8446991                              .2500
       83,079.60                          .0800
            9.0000                         .0000
            8.7500                         .0000
            8.6700                         .0000
            8.6700                         .0000

      8447059                              .2500
      111,298.86                          .0800
            7.1250                         .0000
            6.8750                         .0000
            6.7950                         .0000
            6.7950                         .0000
1



      8447117                              .2500
       91,014.81                          .0800
            7.9900                         .0000
            7.7400                         .0000
            7.6600                         .0000
            7.6600                         .0000

      8447259                              .2500
       56,970.44                          .0800
            9.2500                         .0000
            9.0000                         .0000
            8.9200                         .0000
            8.9200                         .0000

      8447291                              .5000
       31,477.37                          .0800
           10.9900                         .0000
           10.4900                         .0000
           10.4100                         .0000
           10.4100                         .0000

      8447297                              .2500
       41,883.91                          .0800
            8.5000                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8447345                              .5000
       82,450.00                          .0800
            9.8750                         .0000
            9.3750                         .0000
            9.2950                         .0000
            9.2950                         .0000

      8447539                              .2500
      100,800.00                          .0800
            7.7500                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000

      8447553                              .2500
       63,500.00                          .0800
            8.6250                         .0000
            8.3750                         .0000
            8.2950                         .0000
            8.2950                         .0000

      8447567                              .2500
       71,250.00                          .0800
            8.8750                         .0000
            8.6250                         .0000
            8.5450                         .0000
            8.5450                         .0000
1



      8447573                              .2500
      174,200.00                          .0800
            8.3750                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8447877                              .2500
       82,745.83                          .0800
            8.1250                         .0000
            7.8750                         .0000
            7.7950                         .0000
            7.7950                         .0000

      8447927                              .2500
       71,250.00                          .0800
            8.6250                         .0000
            8.3750                         .0000
            8.2950                         .0000
            8.2950                         .0000

      8448027                              .2500
       79,242.38                          .0800
            8.7500                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8448039                              .2500
       63,950.00                          .0800
            8.7500                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8448161                              .2500
       63,703.86                          .0800
            7.6250                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8448165                              .2500
       42,750.00                          .0800
            9.7200                         .0000
            9.4700                         .0000
            9.3900                         .0000
            9.3900                         .0000

      8448211                              .5000
       29,915.58                          .0800
            8.3000                         .0000
            7.8000                         .0000
            7.7200                         .0000
            7.7200                         .0000
1



      8448319                              .5000
       46,750.00                          .0800
           10.3500                         .0000
            9.8500                         .0000
            9.7700                         .0000
            9.7700                         .0000

      8448423                              .2500
       51,000.00                          .0800
            8.3750                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8448597                              .2500
      136,800.00                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.6700                         .0000

      8448857                              .5000
      133,960.00                          .0800
            7.8750                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8448909                              .2500
       29,661.73                          .0800
            7.5000                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000

      8449001                              .2500
      149,625.00                          .0800
            8.7500                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8449903                              .5000
       45,600.00                          .0800
           10.1250                         .0000
            9.6250                         .0000
            9.5450                         .0000
            9.5450                         .0000

      8449929                              .5000
      146,700.00                          .0800
            9.2500                         .0000
            8.7500                         .0000
            8.6700                         .0000
            8.6700                         .0000
1



      8449937                              .5000
       23,989.66                          .0800
           10.1250                         .0000
            9.6250                         .0000
            9.5450                         .0000
            9.5450                         .0000

      8449945                              .2500
       69,000.00                          .0800
            8.0000                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000

      8449949                              .2500
       72,000.00                          .0800
            8.8750                         .0000
            8.6250                         .0000
            8.5450                         .0000
            8.5450                         .0000

      8449963                              .2500
       53,600.00                          .0800
            8.0000                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000

      8450097                              .2500
       49,500.00                          .0800
            8.1250                         .0000
            7.8750                         .0000
            7.7950                         .0000
            7.7950                         .0000

      8450189                              .2500
       56,000.00                          .0800
            7.8750                         .0000
            7.6250                         .0000
            7.5450                         .0000
            7.5450                         .0000

      8450205                              .5000
       72,000.00                          .0800
            9.0000                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8450215                              .5000
       63,350.00                          .0800
           10.6250                         .0000
           10.1250                         .0000
           10.0450                         .0000
           10.0450                         .0000
1



      8450219                              .5000
      146,250.00                          .0800
            9.5000                         .0000
            9.0000                         .0000
            8.9200                         .0000
            8.9200                         .0000

      8450221                              .2500
       54,000.00                          .0800
            8.5000                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8451141                              .2500
       65,000.00                          .0800
            7.8750                         .0000
            7.6250                         .0000
            7.5450                         .0000
            7.5450                         .0000

      8451545                              .2500
       94,420.61                          .0800
            6.8750                         .0000
            6.6250                         .0000
            6.5450                         .0000
            6.5450                         .0000

      8452259                              .5000
       16,454.12                          .0800
           10.9900                         .0000
           10.4900                         .0000
           10.4100                         .0000
           10.4100                         .0000

      8452731                              .2500
       54,000.00                          .0800
            8.5000                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8452765                              .2500
       66,700.00                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.9200                         .0000

      8452933                              .2500
      146,700.00                          .0800
            9.0000                         .0000
            8.7500                         .0000
            8.6700                         .0000
            8.6700                         .0000
1



      8452943                              .2500
      128,000.00                          .0800
            7.7500                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000

      8452947                              .5000
       65,000.00                          .0800
            8.3750                         .0000
            7.8750                         .0000
            7.7950                         .0000
            7.7950                         .0000

      8452963                              .2500
       55,100.00                          .0800
            8.8750                         .0000
            8.6250                         .0000
            8.5450                         .0000
            8.5450                         .0000

      8452967                              .2500
       63,960.00                          .0800
            7.7500                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000

      8452991                              .2500
      110,000.00                          .0800
            7.5000                         .0000
            7.2500                         .0000
            7.1700                         .0000
            7.1700                         .0000

      8453017                              .2500
       84,000.00                          .0800
            8.6250                         .0000
            8.3750                         .0000
            8.2950                         .0000
            8.2950                         .0000

      8453039                              .5000
       85,000.00                          .0800
            8.5000                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8453043                              .5000
      190,570.00                          .0800
            8.0000                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000
1



      8453071                              .5000
      319,500.00                          .0800
           10.0000                         .0000
            9.5000                         .0000
            9.4200                         .0000
            9.4200                         .0000

      8453087                              .2500
      103,000.00                          .0800
            8.0000                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000

      8453121                              .2500
       67,500.00                          .0800
            9.5000                         .0000
            9.2500                         .0000
            9.1700                         .0000
            9.1700                         .0000

      8453133                              .5000
      126,000.00                          .0800
            8.5000                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8453151                              .2500
       59,800.00                          .0800
            7.8750                         .0000
            7.6250                         .0000
            7.5450                         .0000
            7.5450                         .0000

      8453303                              .2500
       85,268.31                          .0800
            8.5000                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8454775                              .2500
      188,000.00                          .0800
            8.2500                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8456593                              .5000
      135,000.00                          .0800
            7.8750                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000
1



      8456605                              .5000
       50,338.70                          .0800
            8.5000                         .0000
            8.0000                         .0000
            7.9200                         .0000
            7.9200                         .0000

      8458175                              .2500
       73,000.00                          .0800
            8.3750                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8458231                              .5000
      156,600.00                          .0800
            8.8750                         .0000
            8.3750                         .0000
            8.2950                         .0000
            8.2950                         .0000

      8458291                              .2500
       53,000.00                          .0800
            7.7500                         .0000
            7.5000                         .0000
            7.4200                         .0000
            7.4200                         .0000

      8458311                              .2500
       71,000.00                          .0800
            7.3750                         .0000
            7.1250                         .0000
            7.0450                         .0000
            7.0450                         .0000

      8458329                              .2500
       62,000.00                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.9200                         .0000

      8458341                              .2500
       68,600.00                          .0800
            8.1250                         .0000
            7.8750                         .0000
            7.7950                         .0000
            7.7950                         .0000

      8458357                              .2500
       59,600.00                          .0800
            7.0000                         .0000
            6.7500                         .0000
            6.6700                         .0000
            6.6700                         .0000
1



      8459199                              .2500
      126,400.00                          .0800
            8.5000                         .0000
            8.2500                         .0000
            8.1700                         .0000
            8.1700                         .0000

      8459217                              .5000
      135,000.00                          .0800
            8.3750                         .0000
            7.8750                         .0000
            7.7950                         .0000
            7.7950                         .0000

      8459251                              .5000
       60,000.00                          .0800
            7.8750                         .0000
            7.3750                         .0000
            7.2950                         .0000
            7.2950                         .0000

      8459327                              .2500
      176,000.00                          .0800
            8.7500                         .0000
            8.5000                         .0000
            8.4200                         .0000
            8.4200                         .0000

      8459407                              .5000
       58,500.00                          .0800
            8.6250                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8459547                              .5000
      120,000.00                          .0800
            8.6250                         .0000
            8.1250                         .0000
            8.0450                         .0000
            8.0450                         .0000

      8460579                              .2500
      123,083.90                          .0800
            7.2500                         .0000
            7.0000                         .0000
            6.9200                         .0000
            6.9200                         .0000

      8460881                              .2500
       59,952.01                          .0800
            7.1250                         .0000
            6.8750                         .0000
            6.7950                         .0000
            6.7950                         .0000
1



      8461555                              .5000
       40,000.00                          .0800
            8.4900                         .0000
            7.9900                         .0000
            7.9100                         .0000
            7.9100                         .0000

      8461611                              .2500
       63,615.88                          .0800
            9.0900                         .0000
            8.8400                         .0000
            8.7600                         .0000
            8.7600                         .0000

      8464301                              .2500
      145,200.00                          .0800
            8.0000                         .0000
            7.7500                         .0000
            7.6700                         .0000
            7.6700                         .0000

      8465015                              .5000
      127,372.53                          .0800
            9.1500                         .0000
            8.6500                         .0000
            8.5700                         .0000
            8.5700                         .0000

      8467321                              .5000
       39,000.00                          .0800
            9.7500                         .0000
            9.2500                         .0000
            9.1700                         .0000
            9.1700                         .0000

  TOTAL NUMBER OF LOANS:     9019
  TOTAL BALANCE........:        850,000,050.20


  RUN ON     : 03/24/03            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 09.29.40            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RASC 2003-KS2 FIXED  FIXED SUMMARY REPORT      CUTOFF : 03/01/03
  POOL       : 0004670
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                        8.2935            5.5000     14.5000
  RFC NET RATE                          7.9080            5.0000     14.0000
  NET MTG RATE(INVSTR RATE)             7.8280            4.9200     13.9200
  POST STRIP RATE                       7.8280            4.9200     13.9200
  SUB SERV FEE                           .3854             .2500       .5000
  MSTR SERV FEE                          .0800             .0800        .0800
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .0000             .0000       .0000







  TOTAL NUMBER OF LOANS:  9019
  TOTAL BALANCE........:     850,000,050.20


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 03/24/03           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 09.29.40          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RASC 2003-KS2 FIXED                            CUTOFF : 03/01/03
  POOL       : 0004670
             :
             :
  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 #
  ______________________________________________________________________________


    3717191          665/R44             F          123,750.00         ZZ
                                         360        121,894.27          1
                                      10.250          1,108.93         90
                                       9.750          1,108.93
    CARMEL           IN   46033          1            08/25/00         23
    0432410827                           05           10/01/00          0
    88001478                             O            09/01/30
    0


    4215019          665/R44             F           52,275.00         ZZ
                                         360         51,577.11          1
                                       9.750            449.12         85
                                       9.250            449.12
    BALTIMORE        MD   21223          5            01/25/01         34
    0432654705                           07           03/01/01          0
    88004438                             O            02/01/31
    0


    7650973          E22/R44             F           51,300.00         ZZ
                                         360         51,082.27          1
                                      10.375            464.47         90
                                       9.875            464.47
    PHILADELPHIA     PA   19145          5            04/25/02         34
    0413428533                           07           06/01/02          0
    0413428533                           O            05/01/32
    0


    7780755          T59/R44             F          181,100.00         ZZ
                                         360        180,338.61          1
                                       9.900          1,575.92         90
                                       9.400          1,575.92
    CHELTENHAM TOWN  PA   19095          1            05/31/02         34
    0434149779                           05           07/01/02          0
1


    10204393                             O            06/01/32
    0


    7796061          K15/G01             F           74,000.00         ZZ
                                         180         71,867.00          1
                                       6.750            654.83         73
                                       6.500            654.83
    SECURITY         CO   80911          5            06/14/02         34
    0434204376                           05           08/01/02          0
    021805314424                         O            07/01/17
    0


    7833771          E22/G02             F          129,300.00         ZZ
                                         360        128,400.34          1
                                       7.750            926.32         74
                                       7.500            926.32
    DEER PARK        NY   11729          5            05/08/02         34
    0413769274                           05           07/01/02          0
    0413769274                           O            06/01/32
    0


    7860479          W02/G02             F          256,500.00         ZZ
                                         360        253,684.63          1
                                       7.000          1,706.51         83
                                       6.750          1,706.51
    WEST LIBERTY     OH   43357          5            06/20/02         34
    0434471843                           05           08/01/02          0
    1001168433                           O            07/01/32
    0


    7905381          J40/G02             F           52,250.00         T
                                         360         52,087.78          1
                                      10.125            463.36         95
                                       9.875            463.36
    GULFPORT         MS   39501          1            07/17/02         34
    0434357380                           05           09/01/02          0
    1092029                              O            08/01/32
    0


    7910339          477/G02             F          194,200.00         ZZ
                                         360        193,172.04          1
                                       7.500          1,357.87         80
                                       7.250          1,357.87
    CLAREMONT        CA   91711          5            07/24/02         34
    0434365177                           05           09/01/02          0
    205103                               O            08/01/32
    0


1


    7917511          T76/G02             F           59,850.00         ZZ
                                         360         58,870.01          1
                                       9.800            516.40         95
                                       9.550            516.40
    BECKLEY          WV   25801          1            06/26/02         34
    0434370524                           05           08/01/02          0
    BOWLES                               O            07/01/32
    0


    7917563          T76/G02             F           62,250.00         ZZ
                                         360         61,701.53          1
                                       8.990            500.43         75
                                       8.740            500.43
    NASHVILLE        TN   37214          2            07/30/02         34
    0434372926                           01           09/01/02          0
    3356                                 N            08/01/32
    0


    7917575          T76/G02             F           60,000.00         ZZ
                                         360         59,253.53          1
                                       8.990            482.34         75
                                       8.740            482.34
    NASHVILLE        TN   37214          5            07/30/02         34
    0434372900                           01           09/01/02          0
    3357                                 N            08/01/32
    0


    7917577          T76/G02             F           52,875.00         ZZ
                                         360         52,703.56          1
                                       9.900            460.11         75
                                       9.650            460.11
    FORSYTH          GA   31029          5            07/22/02         34
    0434370664                           05           09/01/02          0
    502274                               O            08/01/32
    0


    7917597          T76/G02             F           55,100.00         ZZ
                                         360         54,879.20          1
                                       9.990            483.13         65
                                       9.740            483.13
    MARBLE HILL      GA   30148          2            07/23/02         34
    0434375804                           27           09/01/02          0
    2116902                              O            08/01/32
    0


    7942713          T24/R44             F           31,200.00         ZZ
                                         360         31,097.70          1
                                      10.500            285.40         80
                                      10.000            285.40
1


    BALTIMORE        MD   21217          1            06/17/02         34
    0434395323                           07           08/01/02          0
    00813980                             N            07/01/32
    0


    7966425          J40/G02             F           57,200.00         ZZ
                                         360         57,048.22          1
                                      10.100            506.20         80
                                       9.850            506.20
    TAMPA            FL   33604          5            08/15/02         34
    0434477501                           05           10/01/02          0
    1097299                              N            09/01/32
    0


    7968371          T76/G02             F           68,875.00         ZZ
                                         360         68,637.17          1
                                       9.600            584.17         95
                                       9.350            584.17
    JACKSONVILLE     FL   32254          2            08/15/02         34
    0434448114                           05           09/20/02          0
    FX020673                             O            08/20/32
    0


    7968987          T76/G02             F          128,250.00         ZZ
                                         360        127,634.21          1
                                       7.990            940.16         95
                                       7.740            940.16
    WESTMORELAND     TN   37186          5            08/06/02         34
    0434465522                           05           09/12/02          0
    200207066                            O            08/12/32
    0


    7976183          E78/G02             F          112,500.00         ZZ
                                         360        112,059.15          1
                                       8.990            904.39         90
                                       8.740            904.39
    GROVELAND        CA   95321          1            08/02/02         34
    0434458857                           03           09/01/02          0
    2002072600011                        N            08/01/32
    0


    7976243          E78/G02             F          310,500.00         ZZ
                                         360        309,228.94          1
                                       8.000          2,278.34         90
                                       7.750          2,278.34
    SALT LAKE CITY   UT   84121          5            08/07/02         34
    0434454054                           05           10/01/02          0
    2002071800515                        O            09/01/32
    0
1




    7981655          E82/G02             F          119,650.00         ZZ
                                         360        119,184.27          1
                                       8.250            898.89         73
                                       8.000            898.89
    SATELLITE BEACH  FL   32937          2            08/26/02         34
    0400667788                           05           10/01/02          0
    0400667788                           N            09/01/32
    0


    8000819          W02/G02             F           95,450.00         ZZ
                                         360         94,951.62          1
                                       7.570            671.99         86
                                       7.320            671.99
    AKRON            OH   44312          5            07/26/02         34
    0434523247                           05           09/01/02          0
    1001258565                           O            08/01/32
    0


    8000835          W02/G02             F           64,000.00         ZZ
                                         360         63,762.25          1
                                       9.250            526.52         80
                                       9.000            526.52
    HURRICANE MILLS  TN   37078          5            07/24/02         34
    0434523445                           27           09/01/02          0
    1001290913                           O            08/01/32
    0


    8000877          W02/G02             F           63,000.00         ZZ
                                         360         62,741.91          1
                                       8.780            496.98         70
                                       8.530            496.98
    MASARYKTOWN      FL   34604          5            08/08/02         34
    0434521787                           05           09/13/02          0
    1001348788                           O            08/13/32
    0


    8000913          W02/G02             F           50,000.00         ZZ
                                         360         49,352.22          1
                                       9.570            422.99         72
                                       9.320            422.99
    TALLAHASSEE      FL   32301          5            08/21/02         34
    0434523361                           05           10/01/02          0
    1001377480                           N            09/01/32
    0


    8000933          W02/G02             F           44,800.00         ZZ
                                         360         44,674.96          1
1


                                      10.610            413.50         80
                                      10.360            413.50
    BEVERLY HILLS    FL   34465          5            08/15/02         34
    0434521902                           05           09/15/02          0
    1001387976                           N            08/15/32
    0


    8001043          W02/G02             F           55,000.00         ZZ
                                         360         54,749.35          1
                                       8.250            413.20         64
                                       8.000            413.20
    CEDAR LAKE       IN   46303          5            08/14/02         34
    0434516126                           05           09/19/02          0
    1001433349                           O            08/19/32
    0


    8001125          E22/R44             F           60,000.00         ZZ
                                         360         59,814.60          1
                                       9.375            499.05         83
                                       8.875            499.05
    FYFFE            AL   35971          5            08/28/02         34
    0414529958                           05           10/01/02          0
    0414529958                           O            09/01/32
    0


    8006023          T76/G02             F           42,750.00         ZZ
                                         360         42,627.86          1
                                       9.750            367.29         90
                                       9.500            367.29
    ANDERSON         IN   46016          1            08/27/02         34
    0434502167                           05           10/01/02          0
    2002081636                           N            09/01/32
    0


    8006027          T76/G02             F           33,600.00         ZZ
                                         360         33,498.42          1
                                       9.500            282.53         80
                                       9.250            282.53
    LAUDERHILL       FL   33313          5            08/26/02         34
    0434510442                           01           10/01/02          0
    021499                               O            09/01/32
    0


    8006103          T76/G02             F           50,400.00         ZZ
                                         360         50,275.83          1
                                      10.450            459.15         80
                                      10.200            459.15
    JACKSONVILLE     FL   32244          1            08/27/02         34
    0434628707                           05           10/01/02          0
1


    22A2002                              O            09/01/32
    0


    8006139          T76/G02             F           22,050.00         ZZ
                                         360         21,989.61          1
                                       9.950            192.69         70
                                       9.700            192.69
    SUNRISE          FL   33322          1            08/27/02         34
    0434504510                           01           10/01/02          0
    021673B                              N            09/01/32
    0


    8006149          T76/G02             F           97,750.00         ZZ
                                         240         96,854.13          1
                                       8.990            878.85         85
                                       8.740            878.85
    MASSILLON        OH   44646          5            08/26/02         34
    0434502472                           05           10/01/02          0
    2002080434                           O            09/01/22
    0


    8013957          E82/G02             F          106,650.00         ZZ
                                         360        106,228.96          1
                                       7.250            727.54         79
                                       7.000            727.54
    CORAL SPRINGS    FL   33065          2            09/11/02         34
    0400677829                           09           11/01/02          0
    1921450                              O            10/01/32
    0


    8014595          K15/R44             F           33,100.00         ZZ
                                         180         32,684.53          1
                                      11.794            392.88         85
                                      11.294            392.88
    SULPHUR          LA   70663          5            08/16/02         34
    0434533675                           05           10/01/02          0
    000905502254                         O            09/01/17
    0


    8032561          Q67/G02             F          111,150.00         ZZ
                                         360        110,693.82          1
                                       7.990            814.81         95
                                       7.740            814.81
    DEARBORN HTS     MI   48125          5            08/16/02         34
    0434586582                           05           10/01/02          0
    30F64579                             O            09/01/32
    0


1


    8036597          E22/R44             F           32,000.00         ZZ
                                         360         31,917.93          1
                                       9.375            266.16         80
                                       8.875            266.16
    TOLEDO           OH   43607          5            09/13/02         34
    0414708941                           05           11/01/02          0
    0414708941                           N            10/01/32
    0


    8036659          E22/G02             F          222,400.00         ZZ
                                         180        219,071.95          1
                                       7.750          2,093.40         80
                                       7.500          2,093.40
    NOVI             MI   48374          2            09/09/02         34
    0414784868                           29           11/01/02          0
    0414784868                           O            10/01/17
    0


    8045817          J40/G02             F           49,600.00         ZZ
                                         360         49,442.70          1
                                       9.250            408.05         80
                                       9.000            408.05
    MEMPHIS          TN   38109          1            08/27/02         34
    0434610366                           05           10/01/02          0
    1098162                              N            09/01/32
    0


    8045893          J40/G02             F           31,875.00         ZZ
                                         360         31,790.39          2
                                      10.100            282.08         85
                                       9.850            282.08
    MEMPHIS          TN   38114          1            08/21/02         34
    0434606349                           05           10/01/02          0
    1097529                              N            09/01/32
    0


    8046971          J40/G02             F           29,661.00         ZZ
                                         360         29,578.58          1
                                       8.990            238.45         90
                                       8.740            238.45
    MAYFIELD         KY   42066          1            09/12/02         34
    0434602488                           05           11/01/02          0
    1099844                              N            10/01/32
    0


    8048165          E22/R44             F          203,400.00         ZZ
                                         180        200,579.99          1
                                       8.625          2,017.89         90
                                       8.125          2,017.89
1


    PROSPECT         KY   40059          5            08/13/02         34
    0414830422                           05           11/01/02          0
    0414830422                           O            10/01/17
    0


    8059597          E22/G02             F           70,550.00         ZZ
                                         360         70,310.14          1
                                       8.000            517.67         85
                                       7.750            517.67
    TAYLORSVILLE     GA   30178          5            09/19/02         34
    0414876789                           27           11/01/02          0
    0414876789                           O            10/01/32
    0


    8062133          E45/G02             F          331,000.00         ZZ
                                         360        329,028.32          1
                                       6.375          2,065.01         67
                                       6.125          2,065.01
    MISSION VIEJO    CA   92691          2            08/23/02         34
    0434654182                           05           10/01/02          0
    270556                               O            09/01/32
    0


    8063435          T76/G02             F           76,500.00         ZZ
                                         360         76,264.98          1
                                       8.500            588.22         85
                                       8.250            588.22
    PALMYRA          TN   37142          2            09/17/02         34
    0434624995                           05           11/01/02          0
    022174                               O            10/01/32
    0


    8063449          T76/G02             F           57,000.00         ZZ
                                         360         56,825.17          1
                                       9.600            483.45         72
                                       9.350            483.45
    CHICAGO          IL   60628          5            09/19/02         34
    0434623831                           05           11/01/02          0
    10937                                N            10/01/32
    0


    8063453          T76/G02             F           79,325.00         ZZ
                                         360         79,028.25          1
                                       8.500            609.94         93
                                       8.250            609.94
    LAKE CITY        FL   32055          2            08/27/02         34
    0434623880                           05           10/01/02          0
    79557                                O            09/01/32
    0
1




    8063479          T76/G02             F          132,000.00         ZZ
                                         360        131,402.98          2
                                       7.500            922.96         63
                                       7.250            922.96
    EVANSTON         IL   60201          5            08/31/02         34
    0434628863                           05           10/06/02          0
    10907                                O            09/06/32
    0


    8065283          E82/R44             F          176,000.00         ZZ
                                         360        175,292.23          2
                                       7.625          1,245.72         80
                                       7.125          1,245.72
    LOS ANGELES      CA   90011          2            09/20/02         34
    0400700811                           05           11/01/02          0
    5701773                              O            10/01/32
    0


    8066351          T76/G02             F          185,200.00         ZZ
                                         360        184,362.31          1
                                       7.500          1,294.95         73
                                       7.250          1,294.95
    EVANSTON         IL   60201          5            08/31/02         34
    0434631016                           05           10/01/02          0
    10906                                O            09/01/32
    0


    8066373          T76/G02             F          153,000.00         ZZ
                                         360        152,328.27          1
                                       7.650          1,085.56         83
                                       7.400          1,085.56
    ALSIP            IL   60803          5            09/05/02         34
    0434629861                           05           10/10/02          0
    10903                                O            09/10/32
    0


    8066383          T76/G02             F           34,500.00         ZZ
                                         240         34,221.33          1
                                       9.990            332.70         75
                                       9.740            332.70
    MATTOON          IL   61938          5            09/11/02         34
    0434628509                           05           10/16/02          0
    020283                               O            09/16/22
    0


    8069369          E22/G02             F           40,000.00         ZZ
                                         120         38,892.11          1
1


                                       8.000            485.31         71
                                       7.750            485.31
    DENHAM SPRINGS   LA   70726          5            09/27/02         34
    0414919555                           05           11/01/02          0
    0414919555                           N            10/01/12
    0


    8070571          U05/G02             F          119,200.00         ZZ
                                         360        118,794.72          1
                                       8.000            874.65         79
                                       7.750            874.65
    JOHNSON CITY     TX   78636          5            09/18/02         34
    0434985057                           05           11/01/02          0
    3242910                              O            10/01/32
    0


    8075555          E22/R44             F           38,500.00         ZZ
                                         360         38,393.25          2
                                       9.000            309.78         70
                                       8.500            309.78
    DETROIT          MI   48206          5            10/01/02         34
    0414880633                           05           11/01/02          0
    0414880633                           N            10/01/32
    0


    8077005          S43/G02             F          209,950.00         ZZ
                                         360        209,321.25          1
                                       8.625          1,632.97         95
                                       8.375          1,632.97
    ALBUQUERQUE      NM   87107          5            09/27/02         23
    0434668380                           05           11/01/02          0
    021334                               O            10/01/32
    0


    8077385          W02/G02             F           60,000.00         ZZ
                                         360         59,693.57          1
                                       8.140            446.13         64
                                       7.890            446.13
    APOPKA           FL   32712          2            09/24/02         34
    0434666004                           05           11/01/02          0
    1001487560                           O            10/01/32
    0


    8077389          W02/G02             F           54,400.00         ZZ
                                         360         53,997.96          1
                                       9.110            442.04         80
                                       8.860            442.04
    SUMMERFIELD      FL   34491          5            08/28/02         34
    0434665592                           27           10/01/02          0
1


    1001435402                           O            09/01/32
    0


    8077391          W02/G02             F          197,000.00         ZZ
                                         360        196,071.21          1
                                       8.550          1,521.75         85
                                       8.300          1,521.75
    ARCHER           FL   32618          5            09/10/02         34
    0434669313                           05           11/01/02          0
    1001512276                           O            10/01/32
    0


    8077405          W02/G02             F          176,000.00         ZZ
                                         360        175,414.69          1
                                       8.110          1,304.95         80
                                       7.860          1,304.95
    PLANTATION       FL   33317          2            09/25/02         34
    0434666566                           05           11/01/02          0
    1001504512                           O            10/01/32
    0


    8077421          W02/G02             F           76,500.00         ZZ
                                         360         76,196.33          1
                                       8.350            580.11         90
                                       8.100            580.11
    GRAND RAPIDS     MI   49506          5            09/25/02         23
    0434665972                           05           10/30/02          0
    1001546595                           O            09/30/32
    0


    8077455          W02/G02             F           73,600.00         ZZ
                                         360         73,265.74          1
                                       7.480            513.62         80
                                       7.230            513.62
    HAMMOND          IN   46327          2            09/09/02         34
    0434669263                           05           10/13/02          0
    1001511680                           O            09/13/32
    0


    8077509          W02/G02             F           50,400.00         ZZ
                                         360         50,052.14          1
                                       8.790            397.94         90
                                       8.540            397.94
    ACOSTA           PA   15520          5            09/14/02         34
    0434666350                           05           11/01/02          0
    1001564010                           O            10/01/32
    0


1


    8077511          W02/G02             F           80,750.00         ZZ
                                         360         80,412.45          1
                                       9.480            677.82         95
                                       9.230            677.82
    HERMITAGE        PA   16148          1            09/13/02         34
    0434672382                           05           10/13/02          0
    1001513066                           O            09/13/32
    0


    8077513          W02/G02             F           96,000.00         ZZ
                                         360         95,684.59          1
                                       8.170            715.83         84
                                       7.920            715.83
    PHILADELPHIA     PA   19111          5            09/24/02         34
    0434669222                           05           11/01/02          0
    1001502459                           O            10/01/32
    0


    8077515          W02/G02             F          187,000.00         ZZ
                                         360        185,690.11          1
                                       6.690          1,205.43         63
                                       6.440          1,205.43
    TOBYHANNA        PA   18466          5            09/25/02         34
    0434665923                           05           11/01/02          0
    1001364346                           O            10/01/32
    0


    8077537          W02/G02             F           64,000.00         ZZ
                                         360         63,728.91          1
                                       7.830            462.05         85
                                       7.580            462.05
    RIVIERA BEACH    FL   33404          5            09/30/02         34
    0434671863                           05           10/30/02          0
    1001473767                           O            09/30/32
    0


    8077541          W02/G02             F           65,800.00         ZZ
                                         360         65,594.31          1
                                       9.320            544.67         82
                                       9.070            544.67
    PORT ST LUCIE    FL   34952          5            08/28/02         34
    0434666954                           05           10/03/02          0
    1001472157                           O            09/03/32
    0


    8077545          W02/R44             F           26,000.00         ZZ
                                         180         25,677.29          1
                                       9.870            277.34         64
                                       9.370            277.34
1


    PENSACOLA        FL   32507          5            09/25/02         34
    0434995015                           05           11/01/02          0
    1001475763                           O            10/01/17
    0


    8077573          W02/G02             F           63,000.00         ZZ
                                         360         62,824.59          1
                                       8.980            506.01         90
                                       8.730            506.01
    JACKSONVILLE     IL   62650          5            09/24/02         34
    0434666129                           05           11/01/02          0
    1001520823                           O            10/01/32
    0


    8077581          W02/G02             F          213,750.00         ZZ
                                         360        213,140.01          1
                                       8.860          1,698.40         95
                                       8.610          1,698.40
    LOXAHATCHEE      FL   33470          5            09/25/02         23
    0435028394                           05           11/01/02          0
    1001563922                           O            10/01/32
    0


    8077597          W02/G02             F          187,850.00         ZZ
                                         360        187,256.13          1
                                       8.360          1,425.81         85
                                       8.110          1,425.81
    WESTON           FL   33326          5            09/20/02         34
    0434666244                           05           11/01/02          0
    1001455773                           O            10/01/32
    0


    8077629          W02/G02             F           79,200.00         ZZ
                                         360         78,905.76          1
                                       8.480            607.86         90
                                       8.230            607.86
    CEDAR LAKE       IN   46303          2            09/23/02         34
    0434663886                           05           10/23/02          0
    1001593282                           N            09/23/32
    0


    8077641          W02/G02             F          294,500.00         ZZ
                                         360        293,232.54          1
                                       7.750          2,109.84         95
                                       7.500          2,109.84
    MESA             AZ   85205          2            09/10/02         34
    0434666145                           05           10/10/02          0
    1001448653                           O            09/10/32
    0
1




    8077647          W02/G02             F          122,400.00         ZZ
                                         360        121,982.99          1
                                       7.990            897.28         80
                                       7.740            897.28
    CHANDLER         AZ   85225          1            09/26/02         34
    0434666590                           05           11/01/02          0
    1001582574                           O            10/01/32
    0


    8077675          W02/G02             F          144,000.00         T
                                         360        143,542.40          1
                                       9.000          1,158.66         80
                                       8.750          1,158.66
    GREEN VALLEY LA  CA   92341          5            09/17/02         34
    0434665154                           05           11/01/02          0
    1001471448                           O            10/01/32
    0


    8077679          W02/G02             F          128,000.00         ZZ
                                         360        127,517.10          1
                                       7.480            893.25         80
                                       7.230            893.25
    LOS ANGELES      CA   90002          5            09/11/02         34
    0434669487                           05           11/01/02          0
    1001525896                           O            10/01/32
    0


    8077683          W02/G02             F          194,750.00         ZZ
                                         360        193,847.94          1
                                       7.380          1,345.76         95
                                       7.130          1,345.76
    PHOENIX          AZ   85028          2            09/24/02         34
    0434666624                           05           10/30/02          0
    1001487792                           O            09/30/32
    0


    8077701          W02/G02             F          180,500.00         ZZ
                                         360        179,823.10          1
                                       7.510          1,263.32         89
                                       7.260          1,263.32
    GILBERT          AZ   85233          5            09/13/02         34
    0434669156                           05           11/01/02          0
    1001272341                           O            10/01/32
    0


    8077743          W02/G02             F          250,000.00         ZZ
                                         360        249,322.47          1
1


                                       9.110          2,031.38         71
                                       8.860          2,031.38
    SANTA FE         NM   87501          5            09/24/02         34
    0435082516                           05           11/01/02          0
    1001523776                           O            10/01/32
    0


    8078131          T91/R44             F           69,000.00         ZZ
                                         360         68,818.35          1
                                       9.250            567.65         80
                                       8.750            567.65
    TUCSON           AZ   85706          5            09/27/02         00
    0434685939                           05           11/02/02          0
    40058410                             O            10/02/32
    0


    8080105          T87/T87             F           39,000.00         ZZ
                                         228         38,674.42          1
                                      11.400            419.03         44
                                      10.900            419.03
    SURFSIDE BEACH   SC   29575          5            09/30/02         00
    6000011039                           07           11/01/02          0
    6000011039                           N            10/01/21
    0


    8082157          Q67/R44             F           33,000.00         ZZ
                                         180         32,880.18          1
                                       8.125            245.03         20
                                       7.625            245.03
    ORION TWP        MI   48362          1            09/27/02         00
    0434781167                           05           11/01/02          0
    10S66033                             O            10/01/17
    0


    8085765          T76/G02             F           44,200.00         ZZ
                                         360         44,077.18          1
                                       8.990            355.33         85
                                       8.740            355.33
    HARRISBURG       PA   17110          1            09/23/02         34
    0434676375                           05           11/01/02          0
    2002080197                           N            10/01/32
    0


    8085841          T76/G02             F           96,550.00         ZZ
                                         360         96,277.41          1
                                       9.150            787.31         92
                                       8.900            787.31
    N MIAMI BEACH    FL   33162          5            09/27/02         23
    0434676441                           05           11/02/02          0
1


    CF900930                             O            10/02/32
    0


    8085843          T76/G02             F           57,000.00         ZZ
                                         360         56,839.18          1
                                       9.750            489.72         95
                                       9.500            489.72
    DETROIT          MI   48227          5            09/25/02         23
    0434676250                           05           11/01/02          0
    BES10390                             O            10/01/32
    0


    8089275          E22/G02             F           81,000.00         ZZ
                                         360         80,717.58          1
                                       7.875            587.31         90
                                       7.625            587.31
    COLUMBUS         OH   43207          2            10/01/02         34
    0414920629                           05           11/01/02          0
    0414920629                           O            10/01/32
    0


    8092339          455/R44             F           61,750.00         ZZ
                                         360         61,534.66          1
                                       7.875            447.74         64
                                       7.375            447.74
    ATLANTA          GA   30354          5            09/24/02         34
    0435148374                           05           11/01/02          0
    09001717                             O            10/01/32
    0


    8097755          W02/G02             F          280,250.00         ZZ
                                         360        278,946.79          1
                                       7.360          1,932.76         95
                                       7.110          1,932.76
    OAKLAND          CA   94605          5            08/27/02         34
    0434682282                           05           10/03/02          0
    1001408606                           O            09/03/32
    0


    8097771          W02/G02             F          233,000.00         ZZ
                                         360        231,477.93          1
                                       5.590          1,336.14         82
                                       5.340          1,336.14
    AUBURN HILLS     MI   48326          5            08/27/02         34
    0434681581                           05           10/01/02          0
    1001434420                           O            09/01/32
    0


1


    8097773          W02/G02             F           77,600.00         ZZ
                                         360         77,301.58          1
                                       8.280            584.63         80
                                       8.030            584.63
    PHOENIX          AZ   85041          5            09/25/02         34
    0434683322                           05           11/01/02          0
    1001500824                           O            10/01/32
    0


    8099677          X66/G02             F          167,000.00         ZZ
                                         360        164,485.14          1
                                       6.875          1,097.08         78
                                       6.625          1,097.08
    CENTER MORICHES  NY   11934          5            09/26/02         34
    0434711503                           05           11/01/02          0
    90982901                             O            10/01/32
    0


    8102269          N74/G02             F           28,500.00         ZZ
                                         360         28,406.23          1
                                       9.150            232.40         95
                                       8.900            232.40
    STAR CITY        AR   71667          1            10/04/02         34
    0434702338                           05           11/04/02          0
    0030847010                           O            10/04/32
    0


    8102335          N74/G02             F          105,000.00         ZZ
                                         360        104,677.42          1
                                       8.500            807.36         38
                                       8.250            807.36
    FRANKLIN         NC   28734          5            09/30/02         00
    0434705703                           05           11/04/02          0
    0030827010                           O            10/04/32
    0


    8102949          J40/G02             F           29,665.00         ZZ
                                         360         29,590.33          1
                                      10.350            268.04         85
                                      10.100            268.04
    MEMPHIS          TN   38114          1            09/04/02         34
    0434718847                           05           10/01/02          0
    1100160                              N            09/01/32
    0


    8103363          X66/G02             F          111,500.00         ZZ
                                         360        111,112.01          1
                                       7.250            760.63         80
                                       7.000            760.63
1


    GOFFSTOWN        NH   03045          5            10/03/02         34
    0434722039                           01           12/01/02          0
    923815                               O            11/01/32
    0


    8103773          X53/G02             F           47,600.00         ZZ
                                         360         47,399.03          2
                                       8.875            378.73         85
                                       8.625            378.73
    INDIANAPOLIS     IN   46268          5            10/04/02         34
    0435145081                           05           11/15/02          0
    138                                  N            10/15/32
    0


    8106953          R54/G02             F           41,820.00         ZZ
                                         360         41,687.56          1
                                       8.350            317.12         82
                                       8.100            317.12
    MACON            GA   31206          5            09/20/02         34
    0434720785                           05           11/01/02          0
    1000001474                           O            10/01/32
    0


    8106969          R54/G02             F          172,900.00         ZZ
                                         360        172,341.11          1
                                       8.250          1,298.94         95
                                       8.000          1,298.94
    CHARLESTON       SC   29414          5            10/04/02         23
    0434735049                           05           11/01/02          0
    1000001518                           O            10/01/32
    0


    8107029          R54/G02             F           73,800.00         ZZ
                                         360         73,561.49          1
                                       8.250            554.43         90
                                       8.000            554.43
    KINGSLAND        GA   31548          5            09/19/02         34
    0434713947                           05           11/01/02          0
    2000004529                           O            10/01/32
    0


    8107033          R54/G02             F          127,500.00         ZZ
                                         360        127,142.84          1
                                       8.950          1,021.31         85
                                       8.700          1,021.31
    DECATUR          GA   30035          5            09/17/02         34
    0434733192                           05           11/01/02          0
    2000004502                           O            10/01/32
    0
1




    8107085          R54/G02             F           55,250.00         ZZ
                                         360         55,078.51          1
                                       8.450            422.87         85
                                       8.200            422.87
    NEW ORLEANS      LA   70117          5            10/01/02         34
    0434721411                           05           11/01/02          0
    2000004639                           N            10/01/32
    0


    8107227          R54/R44             F           60,000.00         ZZ
                                         240         59,309.53          1
                                       9.050            541.77         88
                                       8.550            541.77
    BIRMINGHAM       AL   35217          5            09/16/02         34
    0434732202                           05           11/01/02          0
    3000000796                           O            10/01/22
    0


    8107245          R54/G02             F           27,000.00         ZZ
                                         360         26,931.49          1
                                      10.375            244.46         90
                                      10.125            244.46
    OCALA            FL   34476          1            09/27/02         34
    0434738167                           05           11/01/02          0
    2000004609                           N            10/01/32
    0


    8107279          R54/G02             F           84,075.00         ZZ
                                         360         83,890.83          1
                                      10.125            745.60         95
                                       9.875            745.60
    NEWARK           AR   72562          1            09/27/02         34
    0434742698                           05           11/01/02          0
    2000004679                           O            10/01/32
    0


    8107299          R54/G02             F           45,000.00         ZZ
                                         360         44,791.94          1
                                       8.125            334.12         90
                                       7.875            334.12
    JACKSONVILLE     AR   72076          1            09/20/02         34
    0434718920                           05           11/01/02          0
    2000004462                           N            10/01/32
    0


    8107691          E82/G02             F           77,000.00         ZZ
                                         360         76,801.56          1
1


                                       8.250            578.48         84
                                       8.000            578.48
    KANSAS CITY      MO   64108          2            10/09/02         34
    0400692802                           05           12/01/02          0
    4273531                              O            11/01/32
    0


    8108979          T91/G02             F           22,500.00         ZZ
                                         120         21,873.91          1
                                       8.250            275.97          7
                                       8.000            275.97
    GROSSE POINTE    MI   48236          5            10/11/02         00
    0434776084                           05           11/17/02          0
    30005036                             O            10/17/12
    0


    8108993          T91/G02             F           55,250.00         ZZ
                                         120         53,729.02          1
                                       8.125            673.99         25
                                       7.875            673.99
    SALEM            NH   03079          5            10/14/02         00
    0434918884                           05           11/18/02          0
    10016975                             O            10/18/12
    0


    8108999          T91/G02             F           72,500.00         ZZ
                                         360         71,102.53          1
                                       8.500            557.47         79
                                       8.250            557.47
    SIERRA VISTA     AZ   85635          5            10/11/02         34
    0434764338                           27           11/17/02          0
    40061623                             O            10/17/32
    0


    8109131          T91/G02             F           86,000.00         ZZ
                                         180         81,929.61          1
                                       8.375            653.67         43
                                       8.125            653.67
    TOPEKA           KS   66617          5            10/14/02         00
    0434764783                           05           11/18/02          0
    2149826                              O            10/18/17
    0


    8110407          E22/R44             F          113,585.00         ZZ
                                         360        113,269.23          1
                                       7.875            823.57         59
                                       7.375            823.57
    MANTECA          CA   95337          5            09/27/02         34
    0415085240                           05           12/01/02          0
1


    0415085240                           O            11/01/32
    0


    8110501          E22/G02             F          348,000.00         ZZ
                                         360        346,904.24          1
                                       7.250          2,373.97         79
                                       7.000          2,373.97
    REMSENBERG       NY   11960          5            10/08/02         00
    0415167741                           05           12/01/02          0
    0415167741                           O            11/01/32
    0


    8112019          M43/G02             F          160,000.00         ZZ
                                         360        157,943.41          1
                                       6.875          1,051.09         70
                                       6.625          1,051.09
    AMELIA           VA   23002          2            10/09/02         34
    0434883252                           05           12/01/02          0
    73623050                             O            11/01/32
    0


    8115059          N11/R44             F          135,560.00         ZZ
                                         360        135,246.97          1
                                       9.875          1,177.13         85
                                       9.375          1,177.13
    MEMPHIS          TN   38125          1            10/02/02         34
    0434722351                           05           11/01/02          0
    412455363                            O            10/01/32
    0


    8115077          W42/R44             F          117,000.00         ZZ
                                         360        116,640.54          1
                                       8.500            899.63         90
                                       8.000            899.63
    WARRENSVILLE HE  OH   44128          5            09/26/02         34
    0434735205                           05           11/01/02          0
    42362096                             O            10/01/32
    0


    8115517          P57/G02             F           20,000.00         ZZ
                                         360         19,931.01          1
                                       8.500            153.79         21
                                       8.250            153.79
    DETROIT          MI   48234          5            10/01/02         00
    0434769717                           05           11/07/02          0
    201677                               O            10/07/32
    0


1


    8116331          E22/G02             F          267,900.00         ZZ
                                         360        267,143.19          1
                                       8.500          2,059.92         95
                                       8.250          2,059.92
    BIRMINGHAM       AL   35209          5            10/10/02         34
    0415012335                           05           12/01/02          0
    0415012335                           O            11/01/32
    0


    8127021          A21/G02             F          247,000.00         ZZ
                                         360        246,142.15          1
                                       6.750          1,602.04         75
                                       6.500          1,602.04
    DENVILLE         NJ   07834          5            10/07/02         34
    0434781365                           01           12/01/02          0
    0100133458                           O            11/01/32
    0


    8127153          K15/R44             F           61,500.00         ZZ
                                         180         60,853.08          1
                                      11.680            725.49         75
                                      11.180            725.49
    MONAVILLE        WV   25636          5            09/18/02         34
    0434812525                           05           11/01/02          0
    046600109522                         O            10/01/17
    0


    8133455          253/R44             F           64,000.00         ZZ
                                         180         62,944.54          1
                                       6.750            566.35         80
                                       6.250            566.35
    ARLINGTON        TX   76013          2            09/12/02         34
    0434790499                           05           11/01/02          0
    432508                               N            10/01/17
    0


    8133981          E22/R44             F           97,750.00         ZZ
                                         360         97,504.66          1
                                       8.750            769.00         85
                                       8.250            769.00
    VIRGINIA BEACH   VA   23453          5            10/16/02         23
    0415182757                           03           12/01/02          0
    0415182757                           O            11/01/32
    0


    8134683          T76/G02             F          125,800.00         ZZ
                                         360        125,279.46          1
                                       7.720            898.64         85
                                       7.470            898.64
1


    CHESTERTON       IN   46304          5            10/03/02         34
    0434790259                           05           11/03/02          0
    10976                                N            10/03/32
    0


    8134695          T76/G02             F           36,000.00         ZZ
                                         360         35,917.30          1
                                       9.900            313.27         80
                                       9.650            313.27
    GARY             IN   46404          5            10/08/02         00
    0434784823                           05           11/08/02          0
    10990                                N            10/08/32
    0


    8134931          K15/R44             F           14,000.00         ZZ
                                         180         13,857.07          1
                                      12.000            168.02         20
                                      11.500            168.02
    BRISTOL          CT   06010          1            10/01/02         00
    0434953394                           01           11/01/02          0
    058000110156                         O            10/01/17
    0


    8135543          P57/G02             F           27,000.00         ZZ
                                         180         26,567.25          1
                                       6.950            241.93         30
                                       6.700            241.93
    DETROIT          MI   48227          5            09/30/02         00
    0434769352                           05           11/04/02          0
    201667                               O            10/04/17
    0


    8138427          S27/R44             F           99,600.00         ZZ
                                         360         99,068.45          1
                                       7.500            696.42         81
                                       7.000            696.42
    CAPITOL HEIGHTS  MD   20743          5            10/11/02         10
    0434809166                           09           12/01/02         12
    1020004807                           O            11/01/32
    0


    8139383          E47/G02             F          248,000.00         ZZ
                                         360        247,256.87          1
                                       7.500          1,734.05         80
                                       7.250          1,734.05
    SAN ANTONIO      TX   78248          5            10/01/02         34
    0435302807                           05           12/01/02          0
    21044                                O            11/01/32
    0
1




    8140555          G34/G02             F           38,000.00         ZZ
                                         180         36,933.77          1
                                       6.625            333.64         60
                                       6.375            333.64
    GRAND SALINE     TX   75140          5            10/07/02         34
    0435239504                           05           12/01/02          0
    85206891                             O            11/01/17
    0


    8141569          E22/R44             F           50,400.00         ZZ
                                         360         50,255.36          1
                                       8.625            392.01         80
                                       8.125            392.01
    GADSDEN          AL   35903          5            10/17/02         34
    0415105543                           05           12/01/02          0
    0415105543                           O            11/01/32
    0


    8143283          950/G02             F          177,750.00         ZZ
                                         360        177,176.36          1
                                       7.125          1,197.53         79
                                       6.875          1,197.53
    RENO             NV   89509          5            10/07/02         34
    0435063011                           05           12/01/02          0
    EB207123                             O            11/01/32
    0


    8144429          W51/G02             F           44,000.00         ZZ
                                         360         43,907.69          2
                                       9.250            361.98         80
                                       9.000            361.98
    CHATTANOOGA      TN   37410          1            10/04/02         34
    0434792982                           05           12/01/02          0
    6286                                 N            11/01/32
    0


    8147135          W53/G02             F           45,000.00         ZZ
                                         180         44,849.55          1
                                       8.700            352.41         75
                                       8.450            352.41
    TRENTON          NJ   08611          5            09/19/02         34
    0434957031                           07           11/01/02          0
    5201298900                           N            10/01/17
    0


    8147565          E22/G02             F           38,400.00         ZZ
                                         360         38,317.30          1
1


                                       9.125            312.44         80
                                       8.875            312.44
    HAMPTON          VA   23669          5            10/24/02         34
    0414835025                           05           12/01/02          0
    0414835025                           N            11/01/32
    0


    8147991          T24/R44             F          102,000.00         ZZ
                                         360        101,652.06          1
                                       8.000            748.44         85
                                       7.500            748.44
    KANSAS CITY      KS   66111          5            08/29/02         34
    0434815098                           05           11/01/02          0
    0001525204                           O            10/01/32
    0


    8148455          T24/R44             F           28,000.00         ZZ
                                         180         27,563.92          1
                                       9.000            284.00         78
                                       8.500            284.00
    KINGSTON         MO   64650          5            09/19/02         34
    0434821732                           05           11/01/02          0
    0001588691                           O            10/01/17
    0


    8148473          E82/G02             F           62,500.00         ZZ
                                         360         62,312.72          1
                                       7.500            437.01         58
                                       7.250            437.01
    LIBERTY          MO   64068          2            10/21/02         34
    0400682878                           05           12/01/02          0
    1943213                              O            11/01/32
    0


    8148747          U35/G02             F           35,200.00         ZZ
                                         360         35,113.78          1
                                       8.500            270.66         80
                                       8.250            270.66
    GARY             IN   46406          1            10/28/02         34
    0435120282                           05           12/01/02          0
    7446324                              N            11/01/32
    0


    8148787          T24/G02             F          122,500.00         ZZ
                                         360        122,123.63          4
                                      10.000          1,075.03         70
                                       9.750          1,075.03
    KANSAS CITY      MO   64110          5            09/17/02         34
    0434825329                           05           11/01/02          0
1


    0001569783                           N            10/01/32
    0


    8148999          W53/G02             F           86,450.00         ZZ
                                         360         85,855.21          1
                                       6.500            546.43         95
                                       6.250            546.43
    SAN ANTONIO      TX   78230          2            10/04/02         12
    0434954723                           03           12/01/02         30
    1501101022                           O            11/01/32
    0


    8150273          E22/G02             F          188,000.00         ZZ
                                         360        187,515.52          1
                                       8.250          1,412.38         94
                                       8.000          1,412.38
    DECATUR          TN   37322          5            10/22/02         23
    0415062165                           05           12/01/02          0
    0415062165                           O            11/01/32
    0


    8150697          E22/G02             F          132,146.00         ZZ
                                         360        130,921.30          1
                                       7.875            958.15         85
                                       7.625            958.15
    NORTH RICHLAND   TX   76180          2            10/22/02         23
    0415008408                           05           12/01/02          0
    0415008408                           O            11/01/32
    0


    8151999          P87/R44             F          106,000.00         ZZ
                                         180        105,712.65          1
                                       8.000            777.79         85
                                       7.500            777.79
    EATON            IN   47338          5            10/17/02         34
    0434823282                           05           12/01/02          0
    BC59832                              O            11/01/17
    0


    8153529          Q64/R44             F           16,350.00         ZZ
                                         180         16,336.40          1
                                      13.500            187.28         20
                                      13.000            187.28
    DOLTON           IL   60419          1            10/22/02         00
    0434840989                           05           12/01/02          0
    0104735402                           O            11/01/17
    0


1


    8153691          B39/R44             F          175,000.00         T
                                         360        174,636.33          1
                                       7.875          1,268.87         45
                                       7.375          1,268.87
    ELY              MN   55731          5            11/06/02         00
    0434918520                           05           01/01/03          0
    20023019F                            O            12/01/32
    0


    8154513          E22/R44             F           65,000.00         ZZ
                                         180         64,289.56          1
                                       8.750            649.64         60
                                       8.250            649.64
    ROANOKE          AL   36274          5            10/24/02         00
    0415229244                           05           12/01/02          0
    0415229244                           O            11/01/17
    0


    8155333          W02/G02             F          207,400.00         ZZ
                                         360        206,718.62          1
                                       8.170          1,546.48         85
                                       7.920          1,546.48
    HUDSONVILLE      MI   49426          1            10/10/02         34
    0435185426                           05           11/10/02          0
    1001603404                           O            10/10/32
    0


    8155361          W02/R44             F           21,270.00         ZZ
                                         180         21,251.70          1
                                      13.350            241.13         20
                                      12.850            241.13
    PHOENIX          AZ   85032          1            10/29/02         00
    0435214986                           05           12/01/02          0
    1001684883                           O            11/01/17
    0


    8155411          W02/G02             F           88,000.00         ZZ
                                         360         87,800.65          1
                                       8.880            700.49         80
                                       8.630            700.49
    PRESCOTT VALLEY  AZ   86314          1            10/29/02         34
    0435050729                           05           12/01/02          0
    1001661642                           O            11/01/32
    0


    8155423          W02/R44             F           22,000.00         ZZ
                                         180         21,980.49          1
                                      13.350            249.40         20
                                      12.850            249.40
1


    PRESCOTT VALLEY  AZ   86314          1            10/28/02         00
    0435195797                           05           12/01/02          0
    1001673324                           O            11/01/17
    0


    8155427          W02/R44             F           93,520.00         ZZ
                                         360         93,232.07          1
                                       8.490            718.43         80
                                       7.990            718.43
    PORTAGE          IN   46368          2            10/23/02         00
    0434946653                           05           11/28/02          0
    1001675626                           O            10/28/32
    0


    8155917          W02/R44             F           29,980.00         ZZ
                                         360         29,944.86          1
                                      12.990            331.41         20
                                      12.490            331.41
    PAW PAW          MI   49079          1            10/24/02         00
    0434830964                           05           11/24/02          0
    1001653201                           O            10/24/32
    0


    8155937          W02/R44             F          138,000.00         ZZ
                                         180        136,186.32          1
                                       9.230          1,418.64         73
                                       8.730          1,418.64
    ST AUGUSTINE     FL   32084          5            10/17/02         34
    0434994919                           05           11/22/02          0
    1001617258                           O            10/22/17
    0


    8155965          W02/G02             F          117,725.00         ZZ
                                         360        117,232.12          1
                                       7.930            858.09         85
                                       7.680            858.09
    LOWELL           IN   46356          5            10/02/02         23
    0434994927                           05           11/07/02          0
    1001633104                           O            10/07/32
    0


    8156281          T87/T87             F           60,000.00         ZZ
                                         180         59,358.04          1
                                      11.500            700.92         27
                                      11.000            700.92
    ROCKVILLE        MD   20851          2            09/27/02         00
    1010023183                           05           11/02/02          0
    1010023183                           O            10/02/17
    0
1




    8156539          X53/G02             F          140,250.00         ZZ
                                         360        139,785.04          1
                                       8.125          1,041.35         85
                                       7.875          1,041.35
    GREENSBORO       NC   27407          1            10/08/02         34
    0435051966                           05           11/15/02          0
    10200202                             N            10/15/32
    0


    8157373          W02/R44             F          144,000.00         ZZ
                                         360        143,584.82          1
                                       7.830          1,039.61         80
                                       7.330          1,039.61
    CORONA           CA   92879          5            10/26/02         34
    0434953006                           05           12/01/02          0
    1001577626                           O            11/01/32
    0


    8157423          W02/G02             F           56,000.00         ZZ
                                         360         55,701.13          1
                                       7.590            395.02         60
                                       7.340            395.02
    PHOENIX          AZ   85029          5            10/26/02         34
    0434947016                           05           12/01/02          0
    1001639369                           O            11/01/32
    0


    8157441          W02/R44             F           95,000.00         ZZ
                                         360         94,714.56          1
                                       7.500            664.26         68
                                       7.000            664.26
    DUNNELLON        FL   34431          5            10/26/02         34
    0434945556                           05           12/01/02          0
    1001670826                           O            11/01/32
    0


    8157443          W02/R44             F          101,000.00         ZZ
                                         360        100,730.04          1
                                       8.070            746.04         76
                                       7.570            746.04
    GRANDRAPIDS      MI   49525          5            10/26/02         34
    0434944997                           05           12/01/02          0
    1001638949                           O            11/01/32
    0


    8157495          W02/R44             F          116,000.00         ZZ
                                         360        115,743.15          1
1


                                       8.990            932.53         80
                                       8.490            932.53
    CARROLLTON       TX   75007          5            10/25/02         34
    0435425681                           05           12/01/02          0
    1001680733                           O            11/01/32
    0


    8157799          E22/R44             F           84,000.00         ZZ
                                         360         83,832.74          1
                                       9.500            706.32         69
                                       9.000            706.32
    SPRINGFIELD      MO   65802          2            10/25/02         00
    0415162312                           05           12/01/02          0
    0415162312                           O            11/01/32
    0


    8159749          Y08/R44             F           76,296.00         ZZ
                                         360         76,077.97          1
                                       7.750            546.59         87
                                       7.250            546.59
    COLUMBUS         OH   43224          2            10/08/02         23
    0434925251                           05           12/01/02          0
    304890                               O            11/01/32
    0


    8160573          P34/R44             F          101,250.00         ZZ
                                         360        100,943.15          1
                                       8.500            778.53         75
                                       8.000            778.53
    MOUNT EFFRAIN    NJ   08059          5            09/30/02         34
    0435173919                           05           11/01/02          0
    15413                                N            10/01/32
    0


    8160797          S54/R44             F           66,400.00         ZZ
                                         360         66,209.25          1
                                       7.750            475.70         80
                                       7.250            475.70
    INDIANAPOLIS     IN   46221          5            10/28/02         34
    0434997763                           05           12/01/02          0
    7428686                              O            11/01/32
    0


    8161163          E82/G02             F          115,800.00         ZZ
                                         360        115,478.08          1
                                       7.875            839.63         76
                                       7.625            839.63
    LAKEWOOD         CO   80227          2            10/30/02         34
    0400712394                           07           12/01/02          0
1


    4902106                              N            11/01/32
    0


    8161375          E22/G02             F           51,755.00         ZZ
                                         360         51,607.74          1
                                       8.875            411.79         95
                                       8.625            411.79
    WARRENVILLE      SC   29851          2            09/25/02         34
    0414959056                           05           11/01/02          0
    0414959056                           O            10/01/32
    0


    8161435          E22/R44             F           63,000.00         ZZ
                                         360         62,863.09          1
                                       9.125            512.59         90
                                       8.625            512.59
    WINSTON SALEM    NC   27107          5            10/25/02         34
    0415059641                           05           12/01/02          0
    0415059641                           O            11/01/32
    0


    8161593          E22/R44             F          140,000.00         ZZ
                                         180        138,469.77          2
                                       8.750          1,399.23         67
                                       8.250          1,399.23
    WEST ORANGE      NJ   07052          5            10/30/02         34
    0415206564                           05           12/01/02          0
    0415206564                           N            11/01/17
    0


    8161615          E22/G02             F          175,920.00         ZZ
                                         180        173,791.85          1
                                       7.625          1,643.32         80
                                       7.375          1,643.32
    SHAVER LAKE      CA   93664          1            10/18/02         34
    0415225044                           05           12/01/02          0
    0415225044                           N            11/01/17
    0


    8161937          N34/G02             F          131,400.00         ZZ
                                         360        130,920.97          1
                                       6.500            830.54         90
                                       6.250            830.54
    CHICAGO          IL   60632          5            10/25/02         10
    0434861043                           05           12/01/02         25
    0627402                              O            11/01/32
    0


1


    8162585          M18/G02             F          166,300.00         ZZ
                                         360        165,529.74          3
                                       7.875          1,205.79         78
                                       7.625          1,205.79
    LOS ANGELES      CA   90011          5            09/27/02         34
    0435215314                           05           12/01/02          0
    980102067                            O            11/01/32
    0


    8163253          N11/R44             F           22,100.00         ZZ
                                         360         22,047.17          1
                                      11.500            218.85         65
                                      11.000            218.85
    GREENVILLE       MS   38701          5            11/13/02         00
    0434984753                           05           01/01/03          0
    131198                               O            12/01/32
    0


    8163883          E22/G02             F           60,000.00         ZZ
                                         180         59,202.49          1
                                       7.500            556.21         75
                                       7.250            556.21
    HOUSTON          TX   77053          5            10/28/02         34
    0414946590                           03           12/01/02          0
    0414946590                           O            11/01/17
    0


    8164257          H93/G02             F          120,000.00         ZZ
                                         360        119,666.41          1
                                       7.875            870.08         78
                                       7.625            870.08
    PORT CHARLOTTE   FL   33954          5            10/25/02         34
    0434863148                           05           12/01/02          0
    2002001835                           O            11/01/32
    0


    8165335          T87/T87             F           91,000.00         ZZ
                                         360         90,743.15          1
                                       7.800            655.09         51
                                       7.300            655.09
    WINDHAM          ME   04062          5            10/24/02         00
    8080016246                           05           12/01/02          0
    8080016246                           O            11/01/32
    0


    8165481          T87/T87             F           21,000.00         ZZ
                                         180         20,770.44          1
                                       8.750            209.89         20
                                       8.250            209.89
1


    OOLTEWAH         TN   37363          1            10/30/02         00
    3030023599                           05           12/01/02          0
    3030023599                           O            11/01/17
    0


    8165501          T87/T87             F           45,000.00         ZZ
                                         180         44,917.62          1
                                       9.900            391.59         15
                                       9.400            391.59
    NORCO            CA   92860          5            10/24/02         00
    4040009872                           05           12/01/02          0
    4040009872                           O            11/01/17
    0


    8166581          U05/G02             F          184,000.00         ZZ
                                         360        183,475.47          1
                                       7.750          1,318.20         80
                                       7.500          1,318.20
    DALLAS           TX   75223          5            10/18/02         34
    0434851234                           05           12/01/02          0
    3268592                              O            11/01/32
    0


    8168555          E22/G02             F          295,000.00         ZZ
                                         360        294,179.92          1
                                       7.875          2,138.95         74
                                       7.625          2,138.95
    MYRTLE BEACH     SC   29572          5            10/30/02         34
    0414944975                           05           12/01/02          0
    0414944975                           O            11/01/32
    0


    8168813          E22/G02             F           70,550.00         ZZ
                                         360         70,363.53          2
                                       8.125            523.83         85
                                       7.875            523.83
    COLUMBUS         OH   43206          5            11/04/02         34
    0415267483                           05           12/01/02          0
    0415267483                           N            11/01/32
    0


    8168851          E22/G02             F          140,000.00         ZZ
                                         360        139,514.79          1
                                       7.375            966.95         80
                                       7.125            966.95
    JUNCTION CITY    OR   97448          2            10/28/02         34
    0415309533                           05           12/01/02          0
    0415309533                           O            11/01/32
    0
1




    8169091          X64/G02             F           51,000.00         ZZ
                                         360         50,868.56          1
                                       8.250            383.15         79
                                       8.000            383.15
    DETROIT          MI   48234          5            10/15/02         34
    0434969879                           05           12/01/02          0
    0629718                              N            11/01/32
    0


    8169419          E47/G02             F           60,000.00         ZZ
                                         180         59,307.08          1
                                       8.125            577.73         44
                                       7.875            577.73
    CHICAGO          IL   60629          5            10/19/02         00
    0435189717                           05           12/01/02          0
    7360514034                           O            11/01/17
    0


    8171863          G34/R44             F          313,650.00         ZZ
                                         360        312,012.33          1
                                       8.750          2,467.49         90
                                       8.250          2,467.49
    LAS VEGAS        NV   89118          1            10/29/02         34
    0434996120                           05           12/01/02          0
    39012332                             O            11/01/32
    0


    8172617          883/G02             F          128,100.00         ZZ
                                         360        127,655.08          1
                                       6.750            830.85         82
                                       6.500            830.85
    GATLINBURG       TN   37738          5            10/23/02         34
    0434885794                           05           12/01/02          0
    47001167                             O            11/01/32
    0


    8173201          R84/G02             F          131,100.00         ZZ
                                         360        130,716.81          1
                                       7.625            927.92         95
                                       7.375            927.92
    BATON ROUGE      LA   70811          5            10/25/02         23
    0434884326                           05           12/01/02          0
    715                                  O            11/01/32
    0


    8175317          Q64/R44             F          154,100.00         ZZ
                                         360        153,702.84          1
1


                                       8.250          1,157.71         75
                                       7.750          1,157.71
    NASHVILLE        TN   37206          5            10/25/02         34
    0434923397                           05           12/01/02          0
    3450199009                           O            11/01/32
    0


    8175387          Q64/R44             F          114,300.00         ZZ
                                         360        114,072.42          1
                                       9.500            961.10         90
                                       9.000            961.10
    NAPLES           FL   34112          5            10/25/02         23
    0434949699                           29           12/01/02          0
    0105050009                           O            11/01/32
    0


    8175401          Q64/R44             F           26,000.00         ZZ
                                         180         25,806.76          2
                                      10.000            228.17         65
                                       9.500            228.17
    DETROIT          MI   48224          5            10/18/02         00
    0434929303                           05           12/01/02          0
    0104744107                           O            11/01/17
    0


    8177737          T76/G02             F           35,200.00         ZZ
                                         360         35,046.65          1
                                      10.500            321.99         80
                                      10.250            321.99
    TOLEDO           OH   43607          5            10/15/02         34
    0434864310                           05           11/15/02          0
    2002091019                           N            10/15/32
    0


    8177747          T76/G02             F          128,250.00         ZZ
                                         240        127,369.22          1
                                       7.990          1,071.94         95
                                       7.740          1,071.94
    HENDERSONVILLE   TN   37075          2            10/19/02         34
    0434863973                           05           12/01/02          0
    200210041                            O            11/01/22
    0


    8177755          T76/G02             F           40,000.00         ZZ
                                         360         39,799.98          1
                                      10.200            356.95         59
                                       9.950            356.95
    GROVELAND        FL   34736          5            10/16/02         34
    0434848719                           05           12/01/02          0
1


    CMI1325850                           O            11/01/32
    0


    8177775          T76/G02             F          112,800.00         ZZ
                                         360        112,428.60          3
                                       7.600            796.45         80
                                       7.350            796.45
    HOLIDAY          FL   34690          5            10/24/02         34
    0434855235                           05           12/01/02          0
    FT022313                             N            11/01/32
    0


    8177781          T76/R44             F           66,500.00         ZZ
                                         360         66,380.61          1
                                       9.990            583.09         70
                                       9.490            583.09
    TAMPA            FL   33610          5            10/15/02         00
    0434881512                           05           12/01/02          0
    FX021148                             N            11/01/32
    0


    8177821          T76/G02             F           70,000.00         ZZ
                                         360         69,835.46          1
                                       8.700            548.19         55
                                       8.450            548.19
    CHESTERTON       IN   46304          5            10/16/02         34
    0434848487                           05           12/01/02          0
    11027                                O            11/01/32
    0


    8177843          T76/G02             F          147,050.00         ZZ
                                         360        146,689.85          1
                                       8.500          1,130.69         85
                                       8.250          1,130.69
    GERMANTOWN       MD   20874          5            10/25/02         34
    0434855441                           09           12/01/02          0
    8445COR                              O            11/01/32
    0


    8177879          T76/R44             F           44,000.00         ZZ
                                         360         43,918.35          1
                                       9.900            382.88         70
                                       9.400            382.88
    IDAVILLE         IN   47950          5            10/31/02         00
    0434863833                           05           12/05/02          0
    02672                                O            11/05/32
    0


1


    8177887          T76/R44             F          116,250.00         ZZ
                                         360        115,992.60          1
                                       8.990            934.54         75
                                       8.490            934.54
    NEWARK           OH   43055          5            10/24/02         00
    0434850723                           05           12/01/02          0
    LTA14380                             O            11/01/32
    0


    8178251          147/G02             F          160,000.00         ZZ
                                         360        159,019.02          1
                                       7.750          1,146.26         80
                                       7.500          1,146.26
    MEDFORD          NY   11763          5            09/26/02         34
    0434871349                           05           11/01/02          0
    10498707                             O            10/01/32
    0


    8178293          R54/G02             F          177,200.00         ZZ
                                         360        176,783.45          1
                                       8.700          1,387.71         83
                                       8.450          1,387.71
    WOODBRIDGE       VA   22193          5            10/23/02         34
    0434903217                           05           12/01/02          0
    1000001555                           O            11/01/32
    0


    8178309          R54/G02             F           49,600.00         ZZ
                                         360         49,489.96          1
                                       8.990            398.74         80
                                       8.740            398.74
    PELAHATCHIE      MS   39145          5            10/18/02         34
    0434910543                           27           12/01/02          0
    1000001563                           O            11/01/32
    0


    8178321          R54/G02             F           58,500.00         ZZ
                                         360         58,343.38          1
                                       9.400            487.64         90
                                       9.150            487.64
    SAINT JOSEPH     MO   64504          5            10/25/02         34
    0434912812                           05           12/01/02          0
    1000001576                           N            11/01/32
    0


    8178325          R54/G02             F           38,400.00         ZZ
                                         240         38,167.12          1
                                       8.990            345.25         80
                                       8.740            345.25
1


    ELLISVILLE       MS   39437          5            10/24/02         34
    0434911178                           05           12/01/02          0
    1000001583                           N            11/01/22
    0


    8178329          R54/G02             F           63,000.00         ZZ
                                         360         62,853.43          1
                                       8.750            495.62         90
                                       8.500            495.62
    JACKSON          MS   39212          5            10/25/02         23
    0434911350                           05           12/01/02          0
    1000001594                           N            11/01/32
    0


    8178341          R54/G02             F           56,100.00         ZZ
                                         360         55,985.95          1
                                       9.400            467.63         85
                                       9.150            467.63
    BATON ROUGE      LA   70811          5            10/30/02         34
    0434926119                           05           12/01/02          0
    1000001605                           O            11/01/32
    0


    8178345          R54/G02             F           72,900.00         ZZ
                                         240         72,367.70          1
                                       7.500            587.28         90
                                       7.250            587.28
    ALEXANDRIA       LA   71301          5            10/31/02         34
    0434910535                           05           12/01/02          0
    1000001607                           N            11/01/22
    0


    8178353          R54/G02             F           48,500.00         ZZ
                                         360         48,387.16          1
                                       8.750            381.55         89
                                       8.500            381.55
    MURFREESBORO     AR   71958          5            11/04/02         34
    0434910733                           05           12/01/02          0
    1000001611                           O            11/01/32
    0


    8178379          R54/G02             F           68,000.00         ZZ
                                         360         67,797.71          1
                                       9.400            566.83         80
                                       9.150            566.83
    MOBILE           AL   36608          5            10/02/02         34
    0434922571                           05           11/01/02          0
    2000004660                           O            10/01/32
    0
1




    8178393          R54/R44             F           40,250.00         ZZ
                                         360         40,171.54          1
                                       9.600            341.38         81
                                       9.100            341.38
    DONALDSONVILLE   LA   70346          1            10/14/02         34
    0435091665                           05           12/01/02          0
    2000004683                           O            11/01/32
    0


    8178477          R54/G02             F           45,900.00         ZZ
                                         360         45,802.91          1
                                       9.250            377.61         90
                                       9.000            377.61
    HAMMOND          LA   70403          5            10/21/02         34
    0434922803                           05           12/01/02          0
    2000004780                           N            11/01/32
    0


    8178495          R54/G02             F          153,000.00         ZZ
                                         360        152,695.36          1
                                       9.500          1,286.51         90
                                       9.250          1,286.51
    OXFORD           MS   38655          1            10/24/02         34
    0434910014                           05           12/01/02          0
    2000004801                           O            11/01/32
    0


    8178503          R54/R44             F           51,930.00         ZZ
                                         360         51,867.47          1
                                      11.900            530.16         90
                                      11.400            530.16
    LOCKWOOD         MO   65682          5            10/17/02         23
    0434903696                           05           12/01/02          0
    2000004812                           O            11/01/32
    0


    8178515          R54/G02             F          105,000.00         ZZ
                                         360        104,712.46          1
                                       7.950            766.80         84
                                       7.700            766.80
    FORT SMITH       AR   72903          5            10/21/02         34
    0434925921                           05           12/01/02          0
    2000004830                           O            11/01/32
    0


    8178541          R54/G02             F           33,750.00         ZZ
                                         360         33,661.26          1
1


                                       8.150            251.18         75
                                       7.900            251.18
    BUNKIE           LA   71322          1            10/30/02         34
    0434910634                           05           12/01/02          0
    2000004843                           O            11/01/32
    0


    8179693          T23/R44             F           84,800.00         ZZ
                                         360         84,633.31          1
                                       8.150            631.12         80
                                       7.650            631.12
    CINCINNATI       OH   45237          5            10/31/02         00
    0434892238                           05           01/01/03          0
    5712                                 O            12/01/32
    0


    8179949          E22/R44             F           60,000.00         ZZ
                                         360         59,900.95          2
                                       9.000            482.77         75
                                       8.500            482.77
    GRETNA           LA   70053          5            11/05/02         34
    0414975722                           05           01/01/03          0
    0414975722                           N            12/01/32
    0


    8179953          E22/R44             F           60,000.00         ZZ
                                         360         59,900.95          2
                                       9.000            482.77         75
                                       8.500            482.77
    GRETNA           LA   70053          5            11/05/02         34
    0414975730                           05           01/01/03          0
    0414975730                           N            12/01/32
    0


    8179955          E22/R44             F           68,250.00         ZZ
                                         360         68,137.34          2
                                       9.000            549.15         75
                                       8.500            549.15
    GRETNA           LA   70053          5            11/05/02         34
    0414975748                           05           01/01/03          0
    0414975748                           N            12/01/32
    0


    8179957          E22/R44             F           60,000.00         ZZ
                                         360         59,900.95          2
                                       9.000            482.77         75
                                       8.500            482.77
    GRETNA           LA   70053          5            11/05/02         34
    0414975813                           05           01/01/03          0
1


    0414975813                           N            12/01/32
    0


    8180065          E22/R44             F          110,000.00         ZZ
                                         360        109,730.62          1
                                       8.500            845.80         77
                                       8.000            845.80
    RICHARDSON       TX   75080          5            10/31/02         34
    0415166461                           05           12/01/02          0
    0415166461                           O            11/01/32
    0


    8180645          E22/R44             F           24,000.00         ZZ
                                         360         23,942.08          1
                                       9.125            195.27         33
                                       8.625            195.27
    LUDINGTON        MI   49431          5            11/01/02         00
    0415178581                           05           12/01/02          0
    0415178581                           O            11/01/32
    0


    8180693          E22/R44             F           29,400.00         ZZ
                                         360         29,349.70          1
                                       9.000            236.56         49
                                       8.500            236.56
    BEDFORD          VA   24523          5            11/01/02         00
    0415233667                           05           01/01/03          0
    0415233667                           O            12/01/32
    0


    8181035          L21/R44             F           57,000.00         ZZ
                                         180         56,841.63          1
                                       8.990            458.23         70
                                       8.490            458.23
    ALLENTOWN        PA   18104          1            10/04/02         34
    0434878484                           09           11/01/02          0
    30200280                             O            10/01/17
    0


    8181209          E78/R44             F           55,000.00         ZZ
                                         360         54,887.00          1
                                       9.350            456.46         79
                                       8.850            456.46
    DOWAGIAC         MI   49047          5            10/25/02         00
    0435004411                           05           12/01/02          0
    2002101000010                        O            11/01/32
    0


1


    8181425          X45/G02             F           90,000.00         ZZ
                                         240         89,526.45          1
                                       7.790            741.08         60
                                       7.540            741.08
    ANDERSON         IN   46012          5            10/29/02         00
    0434921086                           05           01/01/03          0
    C0210188                             O            12/01/22
    0


    8181445          X45/R44             F           73,125.00         ZZ
                                         360         72,989.76          1
                                       9.850            633.63         75
                                       9.350            633.63
    FRANKLIN         IN   46131          5            10/25/02         00
    0435111281                           05           12/01/02          0
    C0210192                             O            11/01/32
    0


    8181545          X45/G02             F          146,000.00         ZZ
                                         360        145,667.22          1
                                       8.850          1,159.03         80
                                       8.600          1,159.03
    LANHAM           MD   20706          5            10/18/02         34
    0435111315                           03           12/01/02          0
    A2100262                             N            11/01/32
    0


    8181577          950/R44             F          101,700.00         ZZ
                                         360        101,444.51          1
                                       8.375            772.99         90
                                       7.875            772.99
    CASTLE ROCK      WA   98611          1            10/08/02         34
    0435294616                           05           12/01/02          0
    EJ206064                             O            11/01/32
    0


    8182077          L21/G02             F           44,000.00         ZZ
                                         180         43,570.01          1
                                      10.000            472.83         80
                                       9.750            472.83
    BUFFALO          NY   14211          5            10/18/02         34
    0434875639                           05           12/01/02          0
    70302319                             O            11/01/17
    0


    8182381          Y08/R44             F           26,000.00         ZZ
                                         360         25,890.98          1
                                       9.990            227.98          8
                                       9.490            227.98
1


    MIDLOTHIAN       VA   23113          2            10/23/02         00
    0435264437                           05           12/01/02          0
    250836                               O            11/01/32
    0


    8184267          U35/G02             F           72,250.00         ZZ
                                         360         72,033.30          2
                                       8.000            530.14         85
                                       7.750            530.14
    FRESNO           CA   93725          1            11/04/02         34
    0435057989                           05           12/01/02          0
    7342990                              N            11/01/32
    0


    8184537          P87/G02             F          174,300.00         ZZ
                                         180        173,722.36          1
                                       6.990          1,158.45         64
                                       6.740          1,158.45
    SILVER LAKE      WI   53170          5            10/18/02         34
    0434884953                           05           12/01/02          0
    60317                                O            11/01/17
    0


    8184643          E22/R44             F           73,120.00         ZZ
                                         360         72,940.92          1
                                       8.500            562.23         80
                                       8.000            562.23
    MCCORMICK        SC   29845          2            10/22/02         00
    0414917666                           05           12/01/02          0
    0414917666                           O            11/01/32
    0


    8184805          E22/R44             F           60,000.00         ZZ
                                         360         59,903.48          1
                                       9.125            488.18         75
                                       8.625            488.18
    HARDINSBURG      IN   47125          1            11/07/02         00
    0415306729                           27           01/01/03          0
    0415306729                           O            12/01/32
    0


    8185753          W08/G02             F          162,000.00         ZZ
                                         360        161,637.05          1
                                       7.500          1,132.73         90
                                       7.250          1,132.73
    ORLANDO          FL   32808          5            11/06/02         10
    0434907440                           03           01/01/03         25
    021479MG                             O            12/01/32
    0
1




    8187209          T91/R44             F           37,000.00         ZZ
                                         360         36,916.50          1
                                       8.900            295.06         31
                                       8.400            295.06
    HESPERIA         CA   92345          5            10/31/02         00
    0434900833                           05           12/05/02          0
    40065906                             O            11/05/32
    0


    8187239          T91/R44             F           66,000.00         ZZ
                                         180         65,887.85          1
                                      10.250            591.43         75
                                       9.750            591.43
    COUNCIL BLUFFS   IA   51503          5            10/31/02         00
    0434918330                           05           12/05/02          0
    3620652                              O            11/05/17
    0


    8187257          T91/R44             F           56,625.00         ZZ
                                         360         56,520.79          1
                                       9.875            491.71         75
                                       9.375            491.71
    PHENIX CITY      AL   36867          5            10/31/02         00
    0434917977                           05           12/05/02          0
    10028099                             O            11/05/32
    0


    8187403          T91/R44             F           25,000.00         ZZ
                                         360         24,943.28          1
                                       8.875            198.92         34
                                       8.375            198.92
    NEW ORLEANS      LA   70126          5            10/31/02         00
    0434911467                           05           12/05/02          0
    20005775                             O            11/05/32
    0


    8187417          T91/R44             F           31,500.00         ZZ
                                         180         31,430.38          1
                                       9.000            253.46         49
                                       8.500            253.46
    PAYNESVILLE      MN   56362          5            10/31/02         00
    0434904439                           05           12/05/02          0
    30013147                             O            11/05/17
    0


    8187549          T91/R44             F           25,200.00         ZZ
                                         360         25,169.03          1
1


                                      11.750            254.38         70
                                      11.250            254.38
    SAINT JOSEPH     MO   64501          5            10/31/02         00
    0434905576                           05           12/05/02          0
    20004290                             O            11/05/32
    0


    8187561          T91/G02             F           73,200.00         ZZ
                                         180         73,034.00          3
                                       8.875            582.42         40
                                       8.625            582.42
    PATERSON         NJ   07514          5            10/31/02         00
    0434905741                           05           12/05/02          0
    10017060                             O            11/05/17
    0


    8187569          T91/G02             F           65,000.00         ZZ
                                         360         64,836.68          1
                                       8.375            494.05         46
                                       8.125            494.05
    ANDOVER          NH   03216          5            11/01/02         00
    0434905683                           05           12/06/02          0
    10019108                             O            11/06/32
    0


    8187613          T91/G02             F           69,350.00         ZZ
                                         180         69,214.70          1
                                       9.750            595.83         95
                                       9.500            595.83
    BREWERTON        NY   13029          5            11/07/02         23
    0434900171                           05           12/13/02          0
    30014176                             O            11/13/17
    0


    8187661          T91/R44             F           34,300.00         ZZ
                                         180         33,930.03          1
                                       8.900            345.86         70
                                       8.400            345.86
    FLINT            MI   48505          5            10/31/02         00
    0434905386                           05           12/05/02          0
    30009060                             O            11/05/17
    0


    8187709          T91/R44             F          134,100.00         ZZ
                                         360        133,813.94          1
                                      10.250          1,201.68         90
                                       9.750          1,201.68
    JACOBUS          PA   17407          5            10/11/02         23
    0434914735                           05           11/17/02          0
1


    9021688                              O            10/17/32
    0


    8187773          Q67/R44             F           44,000.00         ZZ
                                         180         43,951.77          1
                                      10.990            418.69         50
                                      10.490            418.69
    DETROIT          MI   48224          5            11/06/02         00
    0434888954                           05           01/01/03          0
    30F67686                             O            12/01/17
    0


    8187833          Q67/R44             F           16,500.00         ZZ
                                         180         16,482.14          1
                                      10.990            157.01         15
                                      10.490            157.01
    BOWLING GREEN    KY   42101          5            10/31/02         00
    0434926622                           05           01/01/03          0
    20S67304                             O            12/01/17
    0


    8187853          Q67/R44             F           23,600.00         ZZ
                                         180         23,574.47          1
                                      10.990            224.57         20
                                      10.490            224.57
    LOUISVILLE       KY   40258          5            10/31/02         00
    0434923413                           05           01/01/03          0
    20S67670                             O            12/01/17
    0


    8187859          Q67/R44             F           24,200.00         ZZ
                                         180         24,173.81          1
                                      10.990            230.28         20
                                      10.490            230.28
    LOUISVILLE       KY   40258          5            10/29/02         00
    0434918157                           05           01/01/03          0
    20S67480                             O            12/01/17
    0


    8187861          Q67/R44             F           29,600.00         ZZ
                                         180         29,428.57          1
                                      12.490            364.64         20
                                      11.990            364.64
    WHITE HOUSE      TN   37188          5            10/31/02         00
    0434929139                           05           01/01/03          0
    22S67275                             O            12/01/17
    0


1


    8187873          Q67/R44             F           47,800.00         ZZ
                                         180         47,770.33          1
                                      13.490            547.13         20
                                      12.990            547.13
    COCONUT CREEK    FL   33073          5            10/30/02         00
    0434923348                           03           01/01/03          0
    20S66925                             O            12/01/17
    0


    8187897          Q67/R44             F           34,000.00         ZZ
                                         180         33,751.62          1
                                       9.990            365.16         20
                                       9.490            365.16
    PEMBROKE PINES   FL   33026          1            11/05/02         00
    0434929709                           05           01/01/03          0
    20S67128                             O            12/01/17
    0


    8188631          W58/R44             F           82,500.00         T
                                         360         82,270.66          1
                                       7.875            598.18         50
                                       7.375            598.18
    SUGAR LOAF       CA   92386          5            10/31/02         00
    0434908901                           05           12/15/02          0
    E020014119                           O            11/15/32
    0


    8189177          W30/R44             F          162,000.00         ZZ
                                         360        161,183.95          1
                                       7.750          1,160.59         55
                                       7.250          1,160.59
    BILLERICA        MA   01862          5            07/03/02         34
    0434988333                           05           09/01/02          0
    02060287                             O            08/01/32
    0


    8189485          E82/R44             F           85,200.00         ZZ
                                         180         84,480.57          1
                                       8.375            832.77         50
                                       7.875            832.77
    PUEBLO WEST      CO   81007          2            11/04/02         00
    0400696423                           05           01/01/03          0
    1484562                              O            12/01/17
    0


    8189853          X11/G02             F           72,000.00         ZZ
                                         360         71,752.52          1
                                       8.250            540.91         80
                                       8.000            540.91
1


    FORT LAUDERDALE  FL   33311          5            10/31/02         34
    0434953048                           05           12/05/02          0
    02100157                             O            11/05/32
    0


    8189903          R84/G02             F          217,000.00         ZZ
                                         360        216,296.81          1
                                       7.250          1,480.32         84
                                       7.000          1,480.32
    SHELTON          WA   98584          5            10/22/02         34
    0434916557                           05           12/01/02          0
    700539                               O            11/01/32
    0


    8190037          E22/R44             F           31,050.00         ZZ
                                         360         31,002.59          1
                                       9.375            258.26         90
                                       8.875            258.26
    BRIDGEPORT       WV   26330          1            11/08/02         34
    0415060714                           05           01/01/03          0
    0415060714                           O            12/01/32
    0


    8190097          E22/R44             F           64,000.00         ZZ
                                         360         63,882.87          2
                                       8.500            492.10         56
                                       8.000            492.10
    LAKE WORTH       FL   33461          5            11/08/02         00
    0415349612                           05           01/01/03          0
    0415349612                           N            12/01/32
    0


    8190227          E22/R44             F           90,000.00         ZZ
                                         360         89,820.81          1
                                       9.500            756.77         90
                                       9.000            756.77
    HUEYTOWN         AL   35023          1            10/22/02         34
    0415210640                           05           12/01/02          0
    0415210640                           O            11/01/32
    0


    8190273          E22/R44             F           29,700.00         ZZ
                                         180         29,465.40          1
                                       9.125            303.45         90
                                       8.625            303.45
    ALBERTVILLE      AL   35950          1            11/08/02         34
    0415248053                           05           01/01/03          0
    0415248053                           O            12/01/17
    0
1




    8190281          E22/R44             F           27,000.00         ZZ
                                         180         26,777.01          1
                                       8.625            267.86         58
                                       8.125            267.86
    ANNISTON         AL   36201          5            11/04/02         34
    0415253970                           05           01/01/03          0
    0415253970                           O            12/01/17
    0


    8191413          N34/G02             F           89,250.00         ZZ
                                         360         89,201.25          2
                                       9.000            718.13         85
                                       8.750            718.13
    CHICAGO          IL   60651          1            01/06/03         10
    0435320478                           05           03/01/03         12
    1                                    N            02/01/33
    0


    8192353          A06/G02             F           92,000.00         ZZ
                                         180         90,828.75          1
                                       7.000            826.93         40
                                       6.750            826.93
    ROMEO            MI   48065          5            10/31/02         00
    0434955860                           05           12/05/02          0
    1000020222961                        O            11/05/17
    0


    8192415          X10/G02             F          100,000.00         ZZ
                                         360         99,740.25          1
                                       6.750            648.60         80
                                       6.500            648.60
    SUGAR LAND       TX   77478          5            11/04/02         34
    0434954053                           05           01/01/03          0
    60000244                             O            12/01/32
    0


    8193415          Q14/G02             F           40,000.00         ZZ
                                         360         39,924.89          1
                                       8.375            304.03         34
                                       8.125            304.03
    GRAND RAPIDS     MI   49507          5            11/06/02         00
    0434911814                           05           01/01/03          0
    00029460                             O            12/01/32
    0


    8193639          S20/R44             F           39,000.00         ZZ
                                         180         38,674.10          1
1


                                       8.990            395.34         49
                                       8.490            395.34
    RIDGEWAY         SC   29130          5            11/01/02         00
    0434940623                           05           01/01/03          0
    0206107                              O            12/01/17
    0


    8194577          W77/R44             F          100,000.00         ZZ
                                         360         99,820.45          1
                                       9.990            876.83         56
                                       9.490            876.83
    WESLACO          TX   78596          5            10/24/02         34
    0434905519                           05           12/01/02          0
    W0210026                             O            11/01/32
    0


    8195027          B43/G02             F          116,250.00         ZZ
                                         360        115,986.40          1
                                       8.875            924.94         75
                                       8.625            924.94
    AUSTIN           TX   78749          5            10/17/02         34
    0434896718                           05           12/01/02          0
    29763                                N            11/01/32
    0


    8195267          950/R44             F          141,600.00         ZZ
                                         360        141,175.68          1
                                       7.500            990.09         80
                                       7.000            990.09
    REDDING          CA   96001          5            10/24/02         34
    0434981502                           05           12/01/02          0
    A5209001                             O            11/01/32
    0


    8195279          U51/R44             F          248,000.00         ZZ
                                         360        247,275.14          1
                                       7.625          1,755.33         80
                                       7.125          1,755.33
    SIMI VALLEY      CA   93063          5            10/26/02         34
    0435227673                           05           12/01/02          0
    23218416                             O            11/01/32
    0


    8195993          Q67/R44             F           14,400.00         ZZ
                                         180         14,293.76          1
                                       9.990            154.66         20
                                       9.490            154.66
    CRESTON          IA   50801          5            10/31/02         00
    0434908109                           05           01/01/03          0
1


    20S67509                             O            12/01/17
    0


    8195995          Q67/R44             F           33,000.00         ZZ
                                         180         32,955.73          1
                                       9.990            289.36         20
                                       9.490            289.36
    NAPLES           FL   34117          5            11/01/02         00
    0434905410                           05           01/01/03          0
    20S67474                             O            12/01/17
    0


    8195999          Q67/R44             F           37,000.00         ZZ
                                         240         36,886.50          1
                                      11.990            407.15         20
                                      11.490            407.15
    HOWELL           MI   48843          1            11/08/02         00
    0434898458                           05           01/01/03          0
    10S67167                             O            12/01/22
    0


    8196003          Q67/R44             F           14,000.00         ZZ
                                         180         13,922.66          1
                                      12.990            177.05         10
                                      12.490            177.05
    PONTIAC          MI   48341          2            11/08/02         00
    0434930186                           05           01/01/03          0
    10S66974                             O            12/01/17
    0


    8196005          Q67/R44             F           61,000.00         ZZ
                                         180         60,940.81          1
                                      11.490            603.62         20
                                      10.990            603.62
    MACOMB           MI   48044          5            11/11/02         00
    0434923462                           05           01/01/03          0
    10S66509                             O            12/01/17
    0


    8196007          Q67/R44             F           17,840.00         ZZ
                                         180         17,726.48          1
                                      11.490            208.30         20
                                      10.990            208.30
    WARREN           MI   48091          1            11/08/02         00
    0434904595                           05           01/01/03          0
    10S67386                             O            12/01/17
    0


1


    8196013          Q67/R44             F           18,200.00         ZZ
                                         180         18,175.16          1
                                       9.990            159.59         20
                                       9.490            159.59
    LAWRENCEBURG     KY   40342          5            11/06/02         00
    0434932646                           05           01/01/03          0
    20S67826                             O            12/01/17
    0


    8196105          T23/R44             F           16,320.00         ZZ
                                         180         16,181.88          1
                                       8.350            159.28         14
                                       7.850            159.28
    HEATH            OH   43056          5            11/11/02         00
    0434955217                           05           01/01/03          0
    5744                                 O            12/01/17
    0


    8196109          F64/G02             F          118,700.00         ZZ
                                         360        118,458.98          1
                                       7.990            870.15         85
                                       7.740            870.15
    MIAMI            FL   33169          5            10/28/02         34
    0435266234                           05           01/01/03          0
    00003798                             O            12/01/32
    0


    8196173          W53/R44             F           30,000.00         ZZ
                                         360         29,945.65          2
                                       9.950            262.17         42
                                       9.450            262.17
    ROCHESTER        NY   14608          5            10/22/02         00
    0435058466                           05           12/01/02          0
    5201316300                           O            11/01/32
    0


    8196731          N74/G02             F           55,700.00         ZZ
                                         360         55,515.42          1
                                       7.500            389.46         82
                                       7.250            389.46
    SHERWOOD         AR   72120          5            10/31/02         10
    0434995031                           05           12/01/02         12
    984                                  N            11/01/32
    0


    8196827          M50/G02             F           53,600.00         ZZ
                                         360         53,487.07          1
                                       9.230            440.18         80
                                       8.980            440.18
1


    DALLAS           TX   75216          5            10/02/02         34
    0434919163                           05           12/01/02          0
    1210338                              O            11/01/32
    0


    8197229          E22/R44             F           99,400.00         ZZ
                                         180         98,698.92          1
                                      10.375          1,091.08         70
                                       9.875          1,091.08
    RED OAK          TX   75154          5            11/06/02         00
    0415217520                           05           01/01/03          0
    0415217520                           O            12/01/17
    0


    8197281          E22/R44             F           55,900.00         ZZ
                                         180         55,406.76          1
                                       7.875            530.18         42
                                       7.375            530.18
    GUNTERSVILLE     AL   35976          5            11/06/02         00
    0415245836                           05           01/01/03          0
    0415245836                           O            12/01/17
    0


    8197437          E22/R44             F           30,000.00         ZZ
                                         180         29,735.31          1
                                       7.875            284.53         37
                                       7.375            284.53
    JUPITER          FL   33458          1            11/12/02         00
    0415348606                           01           01/01/03          0
    0415348606                           N            12/01/17
    0


    8197441          E22/R44             F           44,100.00         ZZ
                                         360         44,046.97          1
                                      10.500            403.40         70
                                      10.000            403.40
    FLORENCE         AL   35630          1            11/12/02         00
    0415349984                           05           01/01/03          0
    0415349984                           O            12/01/32
    0


    8197445          E22/G02             F           61,750.00         ZZ
                                         360         61,642.63          1
                                       8.750            485.79         95
                                       8.500            485.79
    OKLAHOMA CITY    OK   73117          5            11/06/02         23
    0415352566                           05           01/01/03          0
    0415352566                           O            12/01/32
    0
1




    8197511          E22/G02             F           47,200.00         ZZ
                                         360         47,074.36          1
                                       6.625            302.23         80
                                       6.375            302.23
    APACH            OK   73006          5            11/06/02         34
    0414783639                           05           01/01/03          0
    0414783639                           O            12/01/32
    0


    8197571          E22/G02             F           69,000.00         ZZ
                                         360         68,886.08          1
                                       9.000            555.19         94
                                       8.750            555.19
    MEMPHIS          TN   38111          5            11/05/02         23
    0415021716                           05           01/01/03          0
    0415021716                           O            12/01/32
    0


    8197631          E22/R44             F          132,500.00         ZZ
                                         360        132,327.34          1
                                      10.125          1,175.04         50
                                       9.625          1,175.04
    CHARLOTTE        NC   28211          5            11/05/02         00
    0415112580                           05           01/01/03          0
    0415112580                           O            12/01/32
    0


    8198911          Q82/R44             F          144,500.00         ZZ
                                         120        141,258.56          1
                                       7.990          1,752.43         79
                                       7.490          1,752.43
    NORRISTOWN       PA   19401          5            11/01/02         00
    0434929329                           05           12/11/02          0
    2030021002780                        O            11/11/12
    0


    8199833          K15/R44             F           81,000.00         ZZ
                                         360         80,837.72          1
                                       9.500            681.09         65
                                       9.000            681.09
    EAST STROUDSBUR  PA   18301          5            10/15/02         00
    0434937413                           05           12/01/02          0
    052400110142                         O            11/01/32
    0


    8200205          K15/R44             F          205,000.00         ZZ
                                         360        204,424.11          1
1


                                       7.823          1,479.00         79
                                       7.323          1,479.00
    BRENTWOOD        NY   11717          5            10/26/02         34
    0434938544                           05           12/01/02          0
    011205505250                         O            11/01/32
    0


    8200387          K15/R44             F          130,200.00         ZZ
                                         120        127,705.85          1
                                      10.563          1,761.45         67
                                      10.063          1,761.45
    MILFORD          CT   06460          5            10/25/02         34
    0434938015                           05           12/01/02          0
    037405503837                         O            11/01/12
    0


    8201935          M96/G02             F           74,700.00         ZZ
                                         360         74,532.66          1
                                       7.500            522.31         90
                                       7.250            522.31
    BOON             MI   49618          5            11/05/02         34
    0434961389                           05           01/01/03          0
    200202703                            O            12/01/32
    0


    8201957          U18/G02             F           66,500.00         ZZ
                                         360         66,394.69          1
                                       9.200            544.67         95
                                       8.950            544.67
    SAINT LOUIS      MO   63121          5            10/31/02         23
    0434896635                           05           01/01/03          0
    7397945                              O            12/01/32
    0


    8202091          E47/G02             F          200,000.00         ZZ
                                         360        199,385.63          1
                                       7.375          1,381.35         42
                                       7.125          1,381.35
    FRANKFORT        IL   60423          5            10/25/02         00
    0434957551                           05           12/01/02          0
    7360514456                           O            11/01/32
    0


    8202139          W39/R44             F          109,500.00         ZZ
                                         360        109,328.37          1
                                       9.250            900.83         85
                                       8.750            900.83
    GARLAND          TX   75040          2            11/04/02         34
    0434957569                           05           01/01/03          0
1


    PNI22816                             O            12/01/32
    0


    8202161          N56/G02             F           60,000.00         ZZ
                                         360         59,895.68          1
                                       8.750            472.02         85
                                       8.500            472.02
    MUSKEGON         MI   49442          5            11/06/02         23
    0434955670                           05           01/01/03          0
    7475668                              O            12/01/32
    0


    8202615          737/G02             F          114,000.00         ZZ
                                         360        113,801.79          1
                                       8.750            896.84         95
                                       8.500            896.84
    CHICAGO          IL   60620          5            10/30/02         23
    0434944377                           05           01/01/03          0
    1834373                              O            12/01/32
    0


    8202903          E22/G02             F           76,500.00         ZZ
                                         360         76,373.69          1
                                       9.000            615.54         90
                                       8.750            615.54
    DELAND           FL   32720          1            11/12/02         34
    0415288695                           05           01/01/03          0
    0415288695                           N            12/01/32
    0


    8202919          E22/R44             F           96,000.00         ZZ
                                         180         95,162.15          1
                                       8.000            917.43         69
                                       7.500            917.43
    BROKEN ARROW     OK   74104          5            11/07/02         34
    0415300938                           05           01/01/03          0
    0415300938                           O            12/01/17
    0


    8202929          E22/G02             F           58,500.00         ZZ
                                         360         58,405.88          1
                                       9.125            475.98         88
                                       8.875            475.98
    RAYMOND          MS   39154          5            11/13/02         23
    0415307008                           05           01/01/03          0
    0415307008                           N            12/01/32
    0


1


    8202953          E22/G02             F           49,500.00         ZZ
                                         360         49,418.27          1
                                       9.000            398.29         90
                                       8.750            398.29
    OKLAWAHA         FL   32170          1            11/12/02         34
    0415334150                           05           01/01/03          0
    0415334150                           N            12/01/32
    0


    8202983          E22/G02             F           27,000.00         ZZ
                                         180         26,761.77          1
                                       7.875            256.08         37
                                       7.625            256.08
    LAFAYETTE        LA   70501          5            11/06/02         00
    0415371855                           05           01/01/03          0
    0415371855                           O            12/01/17
    0


    8202999          E22/G02             F           81,900.00         ZZ
                                         180         81,208.45          1
                                       8.375            800.51         90
                                       8.125            800.51
    KATY             TX   77493          1            11/12/02         34
    0415383579                           03           01/01/03          0
    0415383579                           N            12/01/17
    0


    8203039          W17/R44             F           55,000.00         ZZ
                                         360         54,918.20          1
                                       9.500            462.47         37
                                       9.000            462.47
    FORT LAUDERDALE  FL   33324          5            10/29/02         00
    0434961892                           09           01/01/03          0
    020294                               O            12/01/32
    0


    8203063          E22/R44             F          180,000.00         ZZ
                                         180        178,451.10          1
                                       8.250          1,746.25         72
                                       7.750          1,746.25
    EGG HARBOR       NJ   08215          5            11/07/02         00
    0414998914                           05           01/01/03          0
    0414998914                           O            12/01/17
    0


    8203405          U77/R44             F           25,000.00         ZZ
                                         240         24,894.48          1
                                      11.790            271.62         43
                                      11.290            271.62
1


    INDIAN TRAIL     NC   28079          5            11/01/02         00
    0434894333                           05           12/06/02          0
    02090670                             O            11/06/22
    0


    8203549          X47/R44             F           60,000.00         T
                                         360         59,923.88          1
                                      10.250            537.66         51
                                       9.750            537.66
    HOUSTON          TX   77004          5            10/28/02         00
    0434891990                           05           01/01/03          0
    K11320                               O            12/01/32
    0


    8205301          B76/G02             F           90,000.00         ZZ
                                         180         89,835.24          1
                                       8.500            692.03         90
                                       8.250            692.03
    MOUNT MORRIS     MI   48458          5            11/06/02         34
    0434961322                           05           01/01/03          0
    0004588802                           O            12/01/17
    0


    8205347          N56/G02             F          246,500.00         ZZ
                                         360        245,976.31          1
                                       7.875          1,787.30         85
                                       7.625          1,787.30
    BRIGHTON         MI   48114          5            11/09/02         34
    0434990917                           05           01/01/03          0
    7493559                              O            12/01/32
    0


    8205415          P48/G02             F          117,000.00         ZZ
                                         360        116,774.65          1
                                       8.250            878.98         90
                                       8.000            878.98
    MINNEAPOLIS      MN   55411          5            11/01/02         23
    0434948287                           05           01/01/03          0
    9863678                              N            12/01/32
    0


    8205935          N74/G02             F           82,175.00         ZZ
                                         360         82,018.14          1
                                       9.700            702.99         95
                                       9.450            702.99
    NORTH AUGUSTA    SC   29841          5            10/31/02         23
    0434927596                           05           12/05/02          0
    0031049010                           O            11/05/32
    0
1




    8205993          Q49/R44             F           20,000.00         ZZ
                                         180         19,832.98          1
                                       8.500            196.95         23
                                       8.000            196.95
    BIRCH RUN        MI   48415          5            11/08/02         00
    0434967444                           05           01/01/03          0
    31200302                             O            12/01/17
    0


    8205995          N74/G02             F           21,000.00         ZZ
                                         180         20,703.02          1
                                       8.400            205.57         42
                                       8.150            205.57
    NEWARK           MO   63458          5            10/09/02         00
    0434912077                           05           11/15/02          0
    0030875010                           O            10/15/17
    0


    8206071          E22/G02             F           40,800.00         ZZ
                                         360         40,671.06          1
                                       8.250            306.52         80
                                       8.000            306.52
    HOUSTON          TX   77043          5            11/08/02         34
    0414967463                           01           01/01/03          0
    0414967463                           O            12/01/32
    0


    8206089          E22/R44             F           90,000.00         ZZ
                                         360         89,696.39          1
                                      10.250            806.49         65
                                       9.750            806.49
    MIAMI            FL   33055          5            11/08/02         00
    0415024546                           05           01/01/03          0
    0415024546                           O            12/01/32
    0


    8206135          N74/R44             F           20,000.00         ZZ
                                         120         19,561.32          1
                                       8.125            243.98         50
                                       7.625            243.98
    HOPE             AR   71801          5            11/01/02         00
    0434909313                           05           12/06/02          0
    0031070010                           O            11/06/12
    0


    8206171          E22/G02             F           42,200.00         ZZ
                                         360         42,122.77          1
1


                                       8.500            324.48         90
                                       8.250            324.48
    HUNTSVILLE       AL   35810          1            11/14/02         23
    0415167675                           05           01/01/03          0
    0415167675                           N            12/01/32
    0


    8206175          E22/G02             F          208,500.00         ZZ
                                         360        208,098.39          1
                                       8.250          1,566.39         84
                                       8.000          1,566.39
    CLINTON          MS   39056          5            11/08/02         34
    0415174655                           05           01/01/03          0
    0415174655                           O            12/01/32
    0


    8206243          E22/G02             F           38,400.00         ZZ
                                         360         38,329.73          1
                                       8.500            295.26         80
                                       8.250            295.26
    HOUSTON          TX   77064          1            11/14/02         34
    0415228980                           03           01/01/03          0
    0415228980                           N            12/01/32
    0


    8206337          E22/R44             F           99,720.00         ZZ
                                         360         99,527.94          1
                                       8.250            749.16         90
                                       7.750            749.16
    BATON ROUGE      LA   70814          5            11/08/02         34
    0415302553                           05           01/01/03          0
    0415302553                           O            12/01/32
    0


    8206411          E22/G02             F           39,600.00         ZZ
                                         360         39,527.52          1
                                       8.500            304.49         90
                                       8.250            304.49
    HUNTSVILLE       AL   35810          1            11/14/02         23
    0415348952                           05           01/01/03          0
    0415348952                           N            12/01/32
    0


    8206415          E22/G02             F           94,500.00         ZZ
                                         360         94,339.90          1
                                       8.875            751.88         90
                                       8.625            751.88
    MIDDLEBURG HEIG  OH   44130          1            11/14/02         34
    0415350263                           05           01/01/03          0
1


    0415350263                           N            12/01/32
    0


    8206443          E22/R44             F           51,000.00         ZZ
                                         360         50,924.13          1
                                       9.500            428.84         65
                                       9.000            428.84
    INDIANAPOLIS     IN   46203          5            11/08/02         00
    0415388602                           05           01/01/03          0
    0415388602                           O            12/01/32
    0


    8206481          E22/G02             F          198,900.00         ZZ
                                         360        198,571.63          1
                                       9.000          1,600.39         85
                                       8.750          1,600.39
    ISELIN           NJ   08830          1            11/14/02         34
    0415450295                           05           01/01/03          0
    0415450295                           O            12/01/32
    0


    8206609          532/G02             F           76,500.00         ZZ
                                         360         76,341.81          1
                                       7.900            556.01         67
                                       7.650            556.01
    SAINT CLAIR SHO  MI   48082          5            10/28/02         34
    0434969713                           05           01/01/03          0
    1                                    O            12/01/32
    0


    8206731          X81/R44             F          146,000.00         ZZ
                                         360        145,672.91          1
                                       7.500          1,020.85         66
                                       7.000          1,020.85
    MINNEAPOLIS      MN   55409          5            10/31/02         00
    0434964888                           05           01/01/03          0
    952632                               O            12/01/32
    0


    8206813          E82/G02             F           47,700.00         ZZ
                                         360         47,595.75          1
                                       7.625            337.62         66
                                       7.375            337.62
    LEAVENWORTH      KS   66048          2            11/09/02         34
    0400725560                           05           01/01/03          0
    3089430                              O            12/01/32
    0


1


    8206951          E82/R44             F          299,200.00         ZZ
                                         360        298,666.23          1
                                       8.625          2,327.15         47
                                       8.125          2,327.15
    DIX HILLS        NY   11746          2            11/12/02         00
    0400708491                           05           01/01/03          0
    1979516                              O            12/01/32
    0


    8206963          E82/R44             F           45,000.00         ZZ
                                         360         44,783.59          1
                                       8.375            342.03         37
                                       7.875            342.03
    KEEGO HARBOR     MI   48320          5            11/08/02         00
    0400695078                           05           01/01/03          0
    0400695078                           O            12/01/32
    0


    8207171          E82/G02             F           43,500.00         ZZ
                                         180         43,103.41          1
                                       7.500            403.25         80
                                       7.250            403.25
    HIGH BRIDGE      WI   54846          2            11/08/02         00
    0400729935                           05           01/01/03          0
    4858002                              O            12/01/17
    0


    8207265          E82/R44             F          139,200.00         ZZ
                                         360        138,924.96          1
                                       8.125          1,033.56         43
                                       7.625          1,033.56
    ASHBURN          VA   20146          2            11/08/02         00
    0400723714                           03           01/01/03          0
    1516080                              O            12/01/32
    0


    8207339          E82/G02             F          257,000.00         ZZ
                                         360        256,475.22          1
                                       8.125          1,908.22         82
                                       7.875          1,908.22
    OVERLAND PARK    KS   66224          2            11/11/02         34
    0400724209                           05           01/01/03          0
    4959075                              O            12/01/32
    0


    8207345          W99/R44             F           28,500.00         ZZ
                                         360         28,438.62          1
                                       9.125            231.89         68
                                       8.625            231.89
1


    HARTSVILLE       SC   29550          5            10/31/02         00
    0434966123                           05           12/01/02          0
    213824002                            N            11/01/32
    0


    8207373          E82/G02             F           50,850.00         ZZ
                                         360         50,649.80          1
                                       7.875            368.70         79
                                       7.625            368.70
    COLDWATER        MI   49036          2            11/08/02         34
    0400713293                           05           01/01/03          0
    1979723                              O            12/01/32
    0


    8207475          Q67/R44             F          111,200.00         ZZ
                                         180        110,817.09          1
                                       9.500            935.03         80
                                       9.000            935.03
    GARDEN CITY      MI   48135          5            11/20/02         34
    0434975744                           05           01/01/03          0
    10F67927                             O            12/01/17
    0


    8207489          Q67/R44             F           28,400.00         ZZ
                                         180         28,380.26          1
                                      12.990            313.94         20
                                      12.490            313.94
    WESLEY CHAPEL    FL   33543          1            11/07/02         00
    0434923165                           05           01/01/03          0
    20S67571                             O            12/01/17
    0


    8207493          Q67/R44             F           19,200.00         ZZ
                                         180         19,174.23          1
                                       9.990            168.36         20
                                       9.490            168.36
    TALLAHASSEE      FL   32303          1            11/04/02         00
    0434911699                           05           01/01/03          0
    20S67692                             O            12/01/17
    0


    8207497          Q67/R44             F           15,100.00         ZZ
                                         180         15,012.54          1
                                      12.490            186.02         19
                                      11.990            186.02
    MAYFIELD         KY   42066          1            11/04/02         00
    0434897443                           05           01/01/03          0
    20S67470                             O            12/01/17
    0
1




    8207499          Q67/R44             F           25,200.00         ZZ
                                         180         25,166.18          1
                                       9.990            220.97         20
                                       9.490            220.97
    BEREA            KY   40403          1            11/08/02         00
    0434899621                           05           01/01/03          0
    20S67845                             O            12/01/17
    0


    8207501          Q67/R44             F           46,250.00         ZZ
                                         180         46,224.38          1
                                      13.990            547.64         25
                                      13.490            547.64
    WEST BLOOMFIELD  MI   48324          1            11/12/02         00
    0434930376                           05           01/01/03          0
    10S68121                             O            12/01/17
    0


    8207531          758/R44             F           86,000.00         ZZ
                                         180         84,490.91          1
                                       5.875            719.92         78
                                       5.375            719.92
    SUGAR LAND       TX   77478          5            09/05/02         34
    0435016332                           03           11/01/02          0
    361206                               O            10/01/17
    0


    8207577          N67/G02             F          120,000.00         ZZ
                                         360        119,627.11          1
                                       8.000            880.52         65
                                       7.750            880.52
    HIALEAH          FL   33012          5            10/11/02         34
    0434951166                           05           12/01/02          0
    3254002723                           O            11/01/32
    0


    8207581          N74/R44             F           98,700.00         ZZ
                                         360         98,450.82          1
                                       9.450            826.32         81
                                       8.950            826.32
    INDIAN TRAIL     NC   28079          5            10/22/02         23
    0434900932                           05           11/28/02          0
    3300008860                           O            10/28/32
    0


    8207613          R84/G02             F           56,000.00         ZZ
                                         360         55,823.66          1
1


                                       7.250            382.02         80
                                       7.000            382.02
    PASS CHRISTIAN   MS   39571          5            10/25/02         34
    0434967691                           05           12/01/02          0
    2090047                              O            11/01/32
    0


    8207901          W53/G02             F          213,750.00         ZZ
                                         360        213,313.12          1
                                       9.375          1,777.87         95
                                       9.125          1,777.87
    BROOKHAVEN       NY   11961          5            10/23/02         23
    0434957122                           05           12/01/02          0
    5201338800                           O            11/01/32
    0


    8208573          N67/R44             F           83,000.00         ZZ
                                         360         82,796.72          1
                                       8.500            638.20         46
                                       8.000            638.20
    PHOENIX          AZ   85042          5            10/10/02         00
    0434951711                           05           12/01/02          0
    1781003530                           O            11/01/32
    0


    8208587          P33/R44             F           60,000.00         ZZ
                                         360         59,917.55          1
                                       9.875            521.01         74
                                       9.375            521.01
    SANGER           TX   76266          5            11/04/02         00
    0435130802                           05           01/01/03          0
    1280354                              N            12/01/32
    0


    8208813          P09/R44             F          210,000.00         ZZ
                                         360        209,552.46          1
                                       7.750          1,504.47         48
                                       7.250          1,504.47
    HERNDON          VA   20170          5            11/06/02         00
    0434960993                           05           01/01/03          0
    ILAV                                 O            12/01/32
    0


    8209061          Q73/G02             F           32,000.00         ZZ
                                         180         31,529.29          1
                                       7.500            296.64         80
                                       7.250            296.64
    GULF SHORES      AL   36542          1            11/04/02         34
    0434966214                           01           12/01/02          0
1


    2996293                              N            11/01/17
    0


    8209331          W99/R44             F           30,000.00         ZZ
                                         360         29,935.41          1
                                       9.125            244.09         72
                                       8.625            244.09
    HARTSVILLE       SC   29550          5            10/31/02         00
    0434967378                           05           12/01/02          0
    213814002                            N            11/01/32
    0


    8209423          S64/R44             F           42,400.00         ZZ
                                         240         42,241.69          1
                                      10.500            423.31         80
                                      10.000            423.31
    SOUTH BEND       IN   46613          5            11/13/02         00
    0435054846                           05           01/01/03          0
    3210015                              O            12/01/22
    0


    8209799          E22/R44             F           88,000.00         ZZ
                                         180         87,153.18          1
                                       6.875            784.83         61
                                       6.375            784.83
    ARDMORE          TN   38449          5            11/06/02         34
    0415203827                           05           01/01/03          0
    0415203827                           O            12/01/17
    0


    8209813          E22/G02             F           22,500.00         ZZ
                                         360         22,463.79          1
                                       9.125            183.07         90
                                       8.875            183.07
    KANSAS CITY      MO   64114          1            11/15/02         34
    0415219922                           05           01/01/03          0
    0415219922                           O            12/01/32
    0


    8209815          E22/G02             F          303,750.00         ZZ
                                         360        303,179.64          1
                                       8.375          2,308.72         75
                                       8.125          2,308.72
    BIRMINGHAM       AL   35242          5            11/11/02         34
    0415227644                           05           01/01/03          0
    0415227644                           O            12/01/32
    0


1


    8209849          E22/G02             F           30,000.00         ZZ
                                         180         29,738.16          1
                                       8.000            286.70         66
                                       7.750            286.70
    HATTIESBURG      MS   39401          5            11/11/02         34
    0414909531                           05           01/01/03          0
    0414909531                           O            12/01/17
    0


    8209857          E22/R44             F           49,725.00         ZZ
                                         360         49,654.86          1
                                       9.750            427.21         65
                                       9.250            427.21
    PRATTVILLE       AL   36067          5            11/15/02         00
    0414982181                           05           01/01/03          0
    0414982181                           N            12/01/32
    0


    8209873          E22/G02             F           57,500.00         ZZ
                                         360         57,383.50          1
                                       8.000            421.91         44
                                       7.750            421.91
    SPRINGDALE       WA   99173          5            11/04/02         00
    0415068576                           05           01/01/03          0
    0415068576                           N            12/01/32
    0


    8209939          E22/R44             F           83,000.00         ZZ
                                         180         82,267.65          1
                                       7.875            787.21         83
                                       7.375            787.21
    SPRING ARBOR     MI   49283          5            11/11/02         34
    0415277821                           05           01/01/03          0
    0415277821                           O            12/01/17
    0


    8210091          E22/R44             F           69,000.00         ZZ
                                         360         68,897.37          1
                                       9.500            580.19         75
                                       9.000            580.19
    SANTA FE         TX   77510          1            11/15/02         00
    0415314285                           27           01/01/03          0
    0415314285                           O            12/01/32
    0


    8210107          E22/G02             F           57,000.00         ZZ
                                         360         56,905.91          1
                                       9.000            458.63         95
                                       8.750            458.63
1


    BIRMINGHAM       AL   35208          5            11/11/02         23
    0415357748                           05           01/01/03          0
    0415357748                           O            12/01/32
    0


    8210177          W39/R44             F          105,600.00         ZZ
                                         360        105,386.00          1
                                       8.000            774.86         79
                                       7.500            774.86
    BURLESON         TX   76028          2            11/13/02         34
    0435135207                           05           01/01/03          0
    PN123661                             N            12/01/32
    0


    8210411          M66/G02             F          101,500.00         ZZ
                                         360        101,210.65          4
                                       7.750            727.16         70
                                       7.500            727.16
    PASSAIC          NJ   07055          1            10/25/02         34
    0434972733                           05           12/01/02          0
    1024000195                           N            11/01/32
    0


    8210489          T06/R44             F           52,500.00         ZZ
                                         360         52,433.25          1
                                      10.240            470.06         70
                                       9.740            470.06
    ALTHA            FL   32421          5            10/31/02         00
    0434927885                           27           01/01/03          0
    2002100386                           O            12/01/32
    0


    8210503          T06/R44             F           35,640.00         ZZ
                                         360         35,598.49          1
                                      10.650            330.02         28
                                      10.150            330.02
    MANCELONA        MI   49659          5            10/31/02         00
    0434928594                           05           01/01/03          0
    2002100360                           O            12/01/32
    0


    8210551          T06/R44             F           30,000.00         ZZ
                                         180         29,734.98          1
                                       9.890            320.37         50
                                       9.390            320.37
    FRANKLIN         LA   70538          5            11/01/02         00
    0434927828                           05           01/01/03          0
    2002110007                           O            12/01/17
    0
1




    8210603          T06/R44             F           51,000.00         ZZ
                                         360         50,931.63          1
                                       9.990            447.18         85
                                       9.490            447.18
    EVASNVILLE       IN   47713          5            11/04/02         23
    0434927612                           05           01/01/03          0
    2002110020                           O            12/01/32
    0


    8210975          R54/G02             F           31,000.00         ZZ
                                         360         30,954.78          1
                                       9.600            262.93         58
                                       9.350            262.93
    CARTHAGE         MO   64836          5            11/01/02         34
    0434912614                           05           01/01/03          0
    2000004927                           O            12/01/32
    0


    8211727          X27/G02             F          101,650.00         ZZ
                                         360        101,589.99          1
                                       8.625            790.62         95
                                       8.375            790.62
    CHATTANOOGA      TN   37411          5            01/08/03         34
    0435293071                           05           03/01/03          0
    45021014                             O            02/01/33
    0


    8211729          R54/R44             F           34,350.00         ZZ
                                         360         34,263.26          1
                                       8.350            260.48         37
                                       7.850            260.48
    HOUSTON          TX   77076          1            10/15/02         00
    0434923868                           05           12/01/02          0
    2000004736                           O            11/01/32
    0


    8211745          R54/G02             F           35,000.00         ZZ
                                         240         34,783.96          1
                                       8.850            311.54         68
                                       8.600            311.54
    EDWARDS          MS   39066          5            10/26/02         34
    0434920823                           05           12/01/02          0
    300000819                            O            11/01/22
    0


    8211841          E82/G02             F           61,650.00         ZZ
                                         360         61,521.87          1
1


                                       7.875            447.01         24
                                       7.625            447.01
    CLIFTON          NJ   07013          2            10/29/02         00
    0400714986                           01           01/01/03          0
    1887702                              O            12/01/32
    0


    8212931          S43/G02             F          139,050.00         ZZ
                                         360        138,740.85          1
                                       7.875          1,008.21         90
                                       7.625          1,008.21
    ALBUQUERQUE      NM   87105          5            11/12/02         34
    0434983268                           05           01/01/03          0
    021425                               O            12/01/32
    0


    8213143          L57/G02             F           52,000.00         ZZ
                                         360         51,906.55          1
                                       8.590            403.16         76
                                       8.340            403.16
    WEST POINT       MS   39773          1            11/15/02         34
    0434954756                           05           01/01/03          0
    2002395                              N            12/01/32
    0


    8214161          Q57/G02             F          214,800.00         ZZ
                                         360        214,123.66          1
                                       7.250          1,465.31         79
                                       7.000          1,465.31
    ALDIE            VA   20105          5            10/29/02         34
    0434980124                           05           12/01/02          0
    52900105                             O            11/01/32
    0


    8214295          S20/G02             F           38,000.00         ZZ
                                         360         37,938.87          1
                                       9.125            309.18         95
                                       8.875            309.18
    WARRENVILLE      SC   29851          1            11/13/02         34
    0435000344                           05           01/01/03          0
    0206319                              O            12/01/32
    0


    8214309          E82/G02             F           69,000.00         ZZ
                                         360         68,777.01          1
                                       7.250            470.70         67
                                       7.000            470.70
    SHERIDAN         IN   46069          2            11/15/02         34
    0400723037                           05           01/01/03          0
1


    3050029                              O            12/01/32
    0


    8214545          E82/R44             F           91,000.00         ZZ
                                         360         90,801.16          1
                                       7.625            644.09         73
                                       7.125            644.09
    NORTH BEND       OR   97459          2            11/15/02         34
    0400726394                           05           01/01/03          0
    4532460                              O            12/01/32
    0


    8214651          P29/R44             F           45,600.00         ZZ
                                         180         45,231.68          1
                                       8.875            459.12         80
                                       8.375            459.12
    WATERLOO         IA   50701          5            11/13/02         34
    0434979159                           05           01/01/03          0
    10092856                             O            12/01/17
    0


    8214707          S25/R44             F           73,800.00         ZZ
                                         360         73,347.62          1
                                       6.750            478.67         90
                                       6.250            478.67
    CLINTON          SC   29325          5            08/01/02         34
    0434959649                           05           09/07/02          0
    251456066                            O            08/07/32
    0


    8214757          S25/G02             F          104,500.00         ZZ
                                         360        104,072.35          1
                                       8.500            803.51         95
                                       8.250            803.51
    DURHAM           NC   27703          5            10/18/02         23
    0434959342                           05           11/23/02          0
    239442200                            O            10/23/32
    0


    8214791          S25/R44             F           58,500.00         ZZ
                                         180         57,874.06          1
                                       8.990            593.00         90
                                       8.490            593.00
    ROCKINGHAM       NC   28379          5            11/05/02         34
    0434959458                           05           12/12/02          0
    240766075                            O            11/12/17
    0


1


    8214943          E22/G02             F          134,400.00         ZZ
                                         360        134,113.58          1
                                       7.750            962.86         80
                                       7.500            962.86
    DENTON           MD   21629          5            11/12/02         34
    0415363126                           05           01/01/03          0
    0415363126                           O            12/01/32
    0


    8214945          E22/R44             F           56,550.00         ZZ
                                         360         56,481.98          1
                                      10.500            517.29         65
                                      10.000            517.29
    STERRETT         AL   35147          5            11/13/02         00
    0415364025                           05           01/01/03          0
    0415364025                           O            12/01/32
    0


    8214951          E22/R44             F           43,200.00         ZZ
                                         360         43,126.80          1
                                       8.875            343.72         90
                                       8.375            343.72
    FLORENCE         AL   35634          1            11/18/02         23
    0415371731                           05           01/01/03          0
    0415371731                           O            12/01/32
    0


    8214973          E22/G02             F           72,000.00         ZZ
                                         360         71,887.14          1
                                       9.250            592.33         90
                                       9.000            592.33
    DURHAM           NC   27703          1            11/18/02         34
    0415387570                           05           01/01/03          0
    0415387570                           N            12/01/32
    0


    8214983          E22/R44             F          128,000.00         ZZ
                                         360        127,740.61          1
                                       8.000            939.22         80
                                       7.500            939.22
    ENGLEWOOD        FL   34223          1            11/18/02         00
    0415395623                           05           01/01/03          0
    0415395623                           O            12/01/32
    0


    8215023          E22/G02             F           98,400.00         ZZ
                                         360         98,195.51          1
                                       7.875            713.47         80
                                       7.625            713.47
1


    EULESS           TX   76040          5            11/11/02         34
    0415429562                           05           01/01/03          0
    0415429562                           O            12/01/32
    0


    8215063          E22/R44             F           93,600.00         ZZ
                                         360         93,316.58          1
                                       8.625            728.01         80
                                       8.125            728.01
    HOCKLEY          TX   77447          5            11/13/02         34
    0414692160                           05           01/01/03          0
    0414692160                           O            12/01/32
    0


    8215073          E22/G02             F          136,100.00         ZZ
                                         240        135,464.39          1
                                       8.750          1,202.73         95
                                       8.500          1,202.73
    RUSSELLVILLE     AL   35654          5            11/12/02         23
    0414803395                           05           01/01/03          0
    0414803395                           O            12/01/22
    0


    8215079          E22/R44             F          140,000.00         ZZ
                                         360        139,709.05          1
                                       7.875          1,015.10         67
                                       7.375          1,015.10
    MIAMI            FL   33165          5            11/12/02         34
    0414878306                           05           01/01/03          0
    0414878306                           O            12/01/32
    0


    8215089          E22/R44             F           64,800.00         ZZ
                                         180         64,299.52          1
                                       9.375            671.78         90
                                       8.875            671.78
    MONTGOMERY       AL   36108          5            11/12/02         34
    0414975912                           05           01/01/03          0
    0414975912                           O            12/01/17
    0


    8215133          E22/G02             F           78,400.00         ZZ
                                         360         78,237.09          1
                                       7.875            568.45         80
                                       7.625            568.45
    BLOOMFIELD       NM   87413          5            11/12/02         34
    0415039361                           27           01/01/03          0
    0415039361                           O            12/01/32
    0
1




    8215171          E22/R44             F           50,000.00         ZZ
                                         180         49,647.35          1
                                      10.375            548.83         70
                                       9.875            548.83
    EUFAULA          AL   36027          5            11/12/02         00
    0415091214                           05           01/01/03          0
    0415091214                           O            12/01/17
    0


    8215183          E22/R44             F           51,000.00         ZZ
                                         180         50,545.05          1
                                       7.750            480.05         70
                                       7.250            480.05
    OMAHA            NE   68104          5            11/12/02         34
    0415101534                           05           01/01/03          0
    0415101534                           O            12/01/17
    0


    8215383          S25/G02             F           88,500.00         ZZ
                                         180         87,397.30          1
                                       7.250            807.88         81
                                       7.000            807.88
    ROUGEMONT        NC   27572          5            11/04/02         34
    0434959565                           05           12/08/02          0
    239464045                            O            11/08/17
    0


    8215393          E22/G02             F           29,600.00         ZZ
                                         360         29,536.92          1
                                       7.750            212.06         80
                                       7.500            212.06
    INDEPENDENCE     MO   64052          5            11/18/02         34
    0415258441                           05           01/01/03          0
    0415258441                           N            12/01/32
    0


    8215429          E22/R44             F           42,000.00         ZZ
                                         360         41,928.85          1
                                       8.875            334.17         73
                                       8.375            334.17
    LEEDS            AL   35094          5            11/13/02         34
    0415294792                           05           01/01/03          0
    0415294792                           O            12/01/32
    0


    8215499          E22/G02             F          100,000.00         ZZ
                                         180         99,006.62          1
1


                                       7.750            941.28         67
                                       7.500            941.28
    TOMBALL          TX   77377          5            11/13/02         34
    0415233774                           03           01/01/03          0
    0415233774                           O            12/01/17
    0


    8215501          E22/G02             F          187,000.00         ZZ
                                         360        186,666.39          1
                                       8.625          1,454.47         94
                                       8.375          1,454.47
    TACOMA           WA   98408          5            11/04/02         23
    0415234004                           05           01/01/03          0
    0415234004                           O            12/01/32
    0


    8215507          E22/G02             F           99,000.00         ZZ
                                         360         98,814.12          1
                                       8.375            752.47         90
                                       8.125            752.47
    CLIFTON          CO   81521          5            11/18/02         34
    0415239599                           05           01/01/03          0
    0415239599                           N            12/01/32
    0


    8215523          E22/G02             F           57,000.00         ZZ
                                         360         56,903.42          1
                                       8.875            453.52         95
                                       8.625            453.52
    MEMPHIS          TN   38111          5            11/13/02         23
    0415304278                           05           01/01/03          0
    0415304278                           O            12/01/32
    0


    8215527          E22/R44             F          235,000.00         ZZ
                                         360        234,717.37          1
                                      10.500          2,149.64         66
                                      10.000          2,149.64
    MIDDLETOWN       MD   21769          5            11/12/02         00
    0415305440                           05           01/01/03          0
    0415305440                           O            12/01/32
    0


    8215561          R49/R44             F           64,000.00         ZZ
                                         180         63,308.18          1
                                       8.875            644.38         80
                                       8.375            644.38
    PHOENIX          AZ   85050          5            10/23/02         00
    0434972253                           27           12/01/02          0
1


    10010000                             O            11/01/17
    0


    8215613          S25/G02             F           83,300.00         ZZ
                                         240         82,488.60          1
                                       8.500            722.90         85
                                       8.250            722.90
    PELHAM           NC   27311          5            09/17/02         34
    0434962148                           27           10/23/02          0
    229156777                            O            09/23/22
    0


    8215709          R49/G02             F           73,400.00         ZZ
                                         360         73,174.50          1
                                       7.375            506.96         79
                                       7.125            506.96
    OLIVEHURST       CA   95961          5            10/17/02         34
    0434967824                           05           12/01/02          0
    200000104                            O            11/01/32
    0


    8215773          S27/G02             F          140,000.00         ZZ
                                         360        139,723.39          2
                                       8.125          1,039.50         80
                                       7.875          1,039.50
    WASHINGTON       DC   20020          1            11/07/02         34
    0434972816                           05           01/01/03          0
    1020005088                           N            12/01/32
    0


    8216467          U42/G02             F          108,000.00         ZZ
                                         360        107,633.95          1
                                       6.875            709.48         80
                                       6.625            709.48
    SAN ANTONIO      TX   78232          5            10/28/02         34
    0435013602                           05           12/01/02          0
    49200103                             O            11/01/32
    0


    8216545          U85/R44             F           77,000.00         ZZ
                                         360         76,869.16          1
                                      10.250            690.00         63
                                       9.750            690.00
    MILWAUKEE        WI   53208          5            11/05/02         00
    0434951729                           05           12/12/02          0
    1                                    O            11/12/32
    0


1


    8216661          U85/G02             F           84,600.00         ZZ
                                         180         84,408.75          2
                                       8.890            674.03         89
                                       8.640            674.03
    MILWAUKEE        WI   53218          5            10/08/02         23
    0434953469                           05           12/01/02          0
    1                                    O            11/01/17
    0


    8216815          477/G02             F          134,000.00         ZZ
                                         360        133,622.80          1
                                       7.000            891.51         71
                                       6.750            891.51
    CHINO HILLS      CA   91709          5            11/05/02         34
    0435062211                           05           01/01/03          0
    205432                               O            12/01/32
    0


    8216825          Q30/G02             F           49,300.00         ZZ
                                         180         48,736.85          1
                                       8.250            478.28         85
                                       8.000            478.28
    HARRISBURG       PA   17103          5            10/22/02         34
    0434990594                           05           12/01/02          0
    21017791                             O            11/01/17
    0


    8216857          Q30/G02             F           51,350.00         ZZ
                                         180         50,769.84          2
                                       8.375            501.91         79
                                       8.125            501.91
    HARRISBURG       PA   17103          2            10/22/02         34
    0434973640                           05           12/01/02          0
    21017795                             N            11/01/17
    0


    8216861          G27/R44             F          109,650.00         ZZ
                                         360        109,432.72          1
                                       9.750            942.06         85
                                       9.250            942.06
    CHARLOTTE        NC   28227          2            10/31/02         23
    0434990719                           05           12/01/02          0
    24502018                             N            11/01/32
    0


    8216921          E47/G02             F          196,710.00         ZZ
                                         360        196,199.03          1
                                       6.750          1,275.86         79
                                       6.500          1,275.86
1


    FAIR OAKS RANCH  TX   78015          5            11/05/02         34
    0435096037                           03           01/01/03          0
    7329012671                           O            12/01/32
    0


    8217051          K15/R44             F           29,200.00         ZZ
                                         180         28,962.11          2
                                      12.000            350.45         20
                                      11.500            350.45
    MANCHESTER       CT   06040          1            10/18/02         00
    0434940391                           05           12/01/02          0
    037805316599                         O            11/01/17
    0


    8217053          K15/R44             F           33,000.00         ZZ
                                         180         32,719.66          1
                                      12.000            396.06         20
                                      11.500            396.06
    AURORA           CO   80011          1            10/18/02         00
    0434934733                           05           12/01/02          0
    040000110536                         O            11/01/17
    0


    8217055          K15/R44             F           18,700.00         ZZ
                                         180         18,425.03          1
                                      11.250            215.49         20
                                      10.750            215.49
    TOLEDO           OH   43613          1            10/25/02         00
    0434937686                           05           12/01/02          0
    057500110945                         O            11/01/17
    0


    8217057          K15/R44             F           19,000.00         ZZ
                                         180         18,852.67          1
                                      12.500            234.18         20
                                      12.000            234.18
    ST IGNACE        MI   49781          5            10/16/02         00
    0434940565                           05           12/01/02          0
    024405303263                         O            11/01/17
    0


    8217059          K15/R44             F           24,600.00         ZZ
                                         180         24,394.61          1
                                      11.750            291.30         20
                                      11.250            291.30
    CRESTWOOD        KY   40014          2            10/24/02         00
    0434938833                           05           12/01/02          0
    048000110272                         O            11/01/17
    0
1




    8217061          K15/R44             F           56,000.00         ZZ
                                         180         55,511.94          1
                                      11.250            645.31         20
                                      10.750            645.31
    BAY POINT        CA   94565          5            10/15/02         00
    0434941092                           05           12/01/02          0
    044000110384                         O            11/01/17
    0


    8217067          K15/R44             F           23,300.00         ZZ
                                         180         23,110.62          1
                                      12.000            279.64         20
                                      11.500            279.64
    DANIELSON        CT   06239          5            10/21/02         00
    0434934618                           05           12/01/02          0
    037605503304                         O            11/01/17
    0


    8217069          K15/R44             F           42,200.00         ZZ
                                         180         41,832.22          1
                                      11.250            486.29         20
                                      10.750            486.29
    JOHNSTON         RI   02919          1            10/25/02         00
    0434937629                           05           12/01/02          0
    52300824                             O            11/01/17
    0


    8217071          K15/R44             F           24,400.00         ZZ
                                         180         24,210.78          1
                                      12.500            300.74         20
                                      12.000            300.74
    INDIANAPOLIS     IN   46237          2            10/16/02         00
    0434940219                           05           12/01/02          0
    048700110477                         O            11/01/17
    0


    8217073          K15/R44             F           34,100.00         ZZ
                                         180         33,822.84          1
                                      12.000            409.26         20
                                      11.500            409.26
    SACRAMENTO       CA   95822          1            10/14/02         00
    0434940326                           05           12/01/02          0
    044400109820                         O            11/01/17
    0


    8217075          K15/R44             F           48,000.00         ZZ
                                         180         47,600.66          1
1


                                      11.750            568.38         20
                                      11.250            568.38
    JACKSONVILLE     FL   32277          5            10/16/02         00
    0434937470                           03           12/01/02          0
    050300110624                         O            11/01/17
    0


    8217079          K15/R44             F           23,100.00         ZZ
                                         180         22,819.83          1
                                      12.000            277.24         20
                                      11.500            277.24
    LAS VEGAS        NV   89145          1            10/14/02         00
    0434936316                           09           12/01/02          0
    040200110373                         O            11/01/17
    0


    8217081          K15/R44             F           24,100.00         ZZ
                                         180         23,904.13          1
                                      12.000            289.24         20
                                      11.500            289.24
    EAST WATERBORO   ME   04030          5            10/15/02         00
    0434937397                           05           12/01/02          0
    007605310221                         O            11/01/17
    0


    8217083          K15/R44             F           24,400.00         ZZ
                                         180         24,187.35          1
                                      11.250            281.17         20
                                      10.750            281.17
    KANSAS CITY      MO   64114          1            10/30/02         00
    0434938213                           05           12/01/02          0
    040100111212                         O            11/01/17
    0


    8217085          K15/R44             F           25,700.00         ZZ
                                         180         25,491.14          1
                                      12.000            308.44         20
                                      11.500            308.44
    BRIGHAM CITY     UT   84302          1            10/28/02         00
    0434937165                           05           12/01/02          0
    040500110559                         O            11/01/17
    0


    8217087          K15/R44             F           43,700.00         ZZ
                                         180         43,344.84          1
                                      12.000            524.47         20
                                      11.500            524.47
    DOVER            NH   03820          5            10/26/02         00
    0434938940                           05           12/01/02          0
1


    007605310209                         O            11/01/17
    0


    8217089          K15/R44             F          100,000.00         ZZ
                                         180         99,187.23          1
                                      12.000          1,200.17         19
                                      11.500          1,200.17
    FERNANDINA BEAC  FL   32034          5            10/31/02         00
    0434939013                           05           12/01/02          0
    050300110817                         O            11/01/17
    0


    8217091          K15/R44             F           47,000.00         ZZ
                                         180         46,618.00          1
                                      12.000            564.08         20
                                      11.500            564.08
    ROCKY POINT      NY   11778          5            10/11/02         00
    0434940557                           05           12/01/02          0
    020805303607                         O            11/01/17
    0


    8217093          K15/R44             F           44,000.00         ZZ
                                         180         43,640.43          1
                                      12.000            528.07         20
                                      11.500            528.07
    LAS VEGAS        NV   89130          1            10/24/02         00
    0434937991                           03           12/01/02          0
    040200110830                         O            11/01/17
    0


    8217095          K15/R44             F           33,900.00         ZZ
                                         180         33,604.56          1
                                      11.250            390.64         20
                                      10.750            390.64
    LEXINGTON        KY   40514          1            10/30/02         00
    0434936589                           05           12/01/02          0
    048000111193                         O            11/01/17
    0


    8217097          K15/R44             F           14,000.00         ZZ
                                         180         13,891.45          1
                                      12.500            172.55         20
                                      12.000            172.55
    ABBEVILLE        LA   70510          5            10/15/02         00
    0434953360                           05           12/01/02          0
    000905503546                         O            11/01/17
    0


1


    8217101          K15/R44             F           19,700.00         ZZ
                                         180         19,554.33          1
                                      13.000            249.25         20
                                      12.500            249.25
    ELBERFELD        IN   47613          1            10/24/02         00
    0434937660                           05           12/01/02          0
    048700110727                         O            11/01/17
    0


    8217103          K15/R44             F           34,000.00         ZZ
                                         180         33,736.35          1
                                      12.500            419.06         20
                                      12.000            419.06
    CLINTON TOWNSHI  MI   48038          5            10/22/02         00
    0434933800                           01           12/01/02          0
    035205300013                         O            11/01/17
    0


    8217105          K15/R44             F           16,000.00         ZZ
                                         180         15,869.95          1
                                      12.000            192.03         20
                                      11.500            192.03
    HURRICANE        WV   25526          5            10/23/02         00
    0434965703                           05           12/01/02          0
    038105502921                         O            11/01/17
    0


    8217107          K15/R44             F           21,600.00         ZZ
                                         180         21,420.31          1
                                      11.750            255.77         20
                                      11.250            255.77
    DENHAM SPRINGS   LA   70726          1            10/18/02         00
    0434953683                           05           12/01/02          0
    004820000110506                      O            11/01/17
    0


    8217109          K15/R44             F           36,000.00         ZZ
                                         180         35,705.53          1
                                      12.000            432.06         20
                                      11.500            432.06
    AKRON            OH   44313          5            10/25/02         00
    0434953246                           05           12/01/02          0
    002800005304252                      O            11/01/17
    0


    8217111          K15/R44             F           35,000.00         ZZ
                                         180         34,547.27          1
                                      11.750            414.45         20
                                      11.250            414.45
1


    FARMINGTON       CT   06032          1            10/31/02         00
    0434953535                           05           12/01/02          0
    00580000111217                       O            11/01/17
    0


    8217115          K15/R44             F           21,400.00         ZZ
                                         180         21,226.05          1
                                      12.000            256.84         20
                                      11.500            256.84
    LAS VEGAS        NV   89107          5            10/23/02         00
    0434937710                           05           12/01/02          0
    022005504630                         O            11/01/17
    0


    8217117          K15/R44             F           49,000.00         ZZ
                                         180         48,620.02          1
                                      12.500            603.94         20
                                      12.000            603.94
    CENTRAL ISLIP    NY   11722          5            10/25/02         00
    0434940367                           05           12/01/02          0
    020805505535                         O            11/01/17
    0


    8217123          Q73/G02             F          119,850.00         ZZ
                                         354        119,417.29          1
                                       7.500            841.82         62
                                       7.250            841.82
    ARLINGTON        TN   38002          2            10/15/02         34
    0434988366                           05           12/01/02          0
    2928229                              O            05/01/32
    0


    8217207          Q49/G02             F           45,900.00         ZZ
                                         360         45,802.20          1
                                       7.750            328.83         90
                                       7.500            328.83
    FLINT            MI   48505          5            11/14/02         34
    0434993234                           05           01/01/03          0
    31202802                             O            12/01/32
    0


    8217505          X64/R44             F           86,000.00         ZZ
                                         360         85,754.86          1
                                       7.750            616.11         72
                                       7.250            616.11
    CENTER LINE      MI   48015          5            10/25/02         34
    0434995445                           05           12/01/02          0
    942996                               O            11/01/32
    0
1




    8217895          Q30/G02             F          211,720.00         ZZ
                                         360        211,069.63          1
                                       7.375          1,462.30         79
                                       7.125          1,462.30
    WOODHAVEN        NY   11421          5            10/25/02         34
    0434974929                           05           12/01/02          0
    21016531                             O            11/01/32
    0


    8217933          T23/R44             F           33,500.00         ZZ
                                         360         33,449.11          1
                                       9.450            280.46         70
                                       8.950            280.46
    GIRARD           OH   44420          5            11/14/02         00
    0434979373                           05           01/01/03          0
    5759                                 O            12/01/32
    0


    8217935          T23/R44             F           58,500.00         ZZ
                                         360         58,414.81          1
                                       9.600            496.17         90
                                       9.100            496.17
    DAYTON           OH   45427          2            11/15/02         34
    0434989281                           05           01/01/03          0
    5758                                 O            12/01/32
    0


    8218067          T23/R44             F           75,500.00         ZZ
                                         360         75,313.27          1
                                       7.000            502.30         76
                                       6.500            502.30
    BETHEL           OH   45106          5            11/13/02         34
    0434972444                           05           01/01/03          0
    5749                                 O            12/01/32
    0


    8218099          T23/R44             F           41,250.00         ZZ
                                         360         41,189.67          1
                                       9.580            349.26         75
                                       9.080            349.26
    ZANESVILLE       OH   43701          5            11/14/02         34
    0434986535                           05           01/01/03          0
    5760                                 O            12/01/32
    0


    8218173          U19/R44             F           99,000.00         ZZ
                                         360         98,789.02          1
1


                                       7.750            709.25         62
                                       7.250            709.25
    WABASH           IN   46992          5            11/12/02         34
    0434955084                           05           01/01/03          0
    58041171                             O            12/01/32
    0


    8218187          P48/G02             F          102,000.00         ZZ
                                         360        101,777.12          1
                                       7.625            721.95         73
                                       7.375            721.95
    ST. LOUIS PARK   MN   55426          5            11/11/02         00
    0434953741                           05           01/01/03          0
    10075881                             O            12/01/32
    0


    8218211          E22/G02             F           49,500.00         ZZ
                                         360         49,416.14          1
                                       8.875            393.84         90
                                       8.625            393.84
    KANSAS CITY      MO   64109          5            11/19/02         23
    0415115120                           05           01/01/03          0
    0415115120                           N            12/01/32
    0


    8218219          E22/G02             F          116,000.00         ZZ
                                         360        115,745.56          1
                                       7.625            821.04         80
                                       7.375            821.04
    CYPRESS          TX   77429          5            11/14/02         34
    0415150184                           03           01/01/03          0
    0415150184                           O            12/01/32
    0


    8218313          E22/G02             F           88,000.00         ZZ
                                         360         87,802.84          1
                                       7.500            615.31         80
                                       7.250            615.31
    FLINT            MI   48503          1            11/19/02         34
    0415379916                           05           01/01/03          0
    0415379916                           O            12/01/32
    0


    8218333          E22/R44             F           68,250.00         ZZ
                                         180         67,698.74          1
                                       8.875            687.17         75
                                       8.375            687.17
    RED LODGE        MT   59068          5            11/19/02         00
    0414429365                           05           01/01/03          0
1


    0414429365                           N            12/01/17
    0


    8218347          E22/G02             F           95,950.00         ZZ
                                         360         95,769.83          1
                                       8.375            729.29         95
                                       8.125            729.29
    ANDERSON         CA   96007          5            11/11/02         23
    0414970269                           05           01/01/03          0
    0414970269                           O            12/01/32
    0


    8218365          E22/R44             F          101,700.00         ZZ
                                         360        101,552.66          1
                                       9.625            864.44         90
                                       9.125            864.44
    HOUSTON          TX   77085          1            11/18/02         34
    0415075639                           05           01/01/03          0
    0415075639                           O            12/01/32
    0


    8218373          E22/R44             F          140,800.00         ZZ
                                         360        140,573.49          1
                                       9.125          1,145.60         80
                                       8.625          1,145.60
    BIRMINGHAM       AL   35215          5            11/13/02         34
    0415072131                           05           01/01/03          0
    0415072131                           O            12/01/32
    0


    8218377          E22/R44             F           46,875.00         ZZ
                                         360         46,803.44          1
                                       9.375            389.88         75
                                       8.875            389.88
    BAD AXE          MI   48413          5            11/14/02         00
    0415194349                           05           01/01/03          0
    0415194349                           O            12/01/32
    0


    8218469          E22/R44             F           53,955.00         ZZ
                                         360         53,861.21          1
                                       8.750            424.46         60
                                       8.250            424.46
    SCOTTSBLUFF      NE   69361          5            11/14/02         34
    0415328285                           05           01/01/03          0
    0415328285                           O            12/01/32
    0


1


    8218533          E22/G02             F           71,000.00         ZZ
                                         360         70,848.70          1
                                       7.750            508.65         80
                                       7.500            508.65
    PUEBLO           CO   81004          2            11/18/02         34
    0415492248                           05           01/01/03          0
    0415492248                           N            12/01/32
    0


    8218551          E22/G02             F           90,000.00         ZZ
                                         180         89,060.44          1
                                       7.875            853.60         72
                                       7.625            853.60
    NASHVILLE        TN   37210          5            11/14/02         34
    0415340389                           05           01/01/03          0
    0415340389                           O            12/01/17
    0


    8218581          E22/R44             F           19,000.00         ZZ
                                         180         18,869.04          1
                                      10.625            211.50         44
                                      10.125            211.50
    NYSSA            OR   97913          5            11/12/02         00
    0415360742                           05           01/01/03          0
    0415360742                           O            12/01/17
    0


    8218595          883/R44             F           67,200.00         T
                                         360         67,073.81          1
                                       8.375            510.77         80
                                       7.875            510.77
    DIAMONDHEAD      MS   39525          5            11/08/02         34
    0434978524                           05           01/01/03          0
    05018919                             O            12/01/32
    0


    8218855          N56/R44             F           46,400.00         ZZ
                                         360         46,305.97          1
                                       8.000            340.47         70
                                       7.500            340.47
    CHARLOTTE        MI   48813          5            11/13/02         34
    0434991196                           05           01/01/03          0
    7428268                              O            12/01/32
    0


    8219025          737/G02             F          166,250.00         ZZ
                                         360        165,902.77          1
                                       7.850          1,202.54         95
                                       7.600          1,202.54
1


    COMMERCE CITY    CO   80022          5            10/30/02         23
    0434945895                           05           01/01/03          0
    1836485                              O            12/01/32
    0


    8219101          E65/G02             F           85,000.00         ZZ
                                         360         84,818.86          1
                                       7.750            608.95         85
                                       7.500            608.95
    DETROIT          MI   48235          5            11/06/02         34
    0434978482                           05           01/01/03          0
    254065                               O            12/01/32
    0


    8219107          B39/R44             F          105,000.00         ZZ
                                         180        103,985.21          1
                                       7.625            980.84         70
                                       7.125            980.84
    FOREST LAKE      MN   55025          2            11/14/02         34
    0434980231                           05           01/01/03          0
    20022189                             O            12/01/17
    0


    8219117          940/R44             F          140,000.00         ZZ
                                         360        139,645.12          1
                                       6.875            919.70         73
                                       6.375            919.70
    RIALTO           CA   92377          2            11/05/02         34
    0434986626                           05           01/01/03          0
    40021046                             O            12/01/32
    0


    8219213          E65/G02             F           60,000.00         ZZ
                                         360         59,865.57          1
                                       7.500            419.53         76
                                       7.250            419.53
    DETROIT          MI   48227          5            11/07/02         34
    0434998027                           05           01/01/03          0
    252770                               N            12/01/32
    0


    8219303          642/G02             F           60,000.00         ZZ
                                         360         59,757.73          1
                                       8.000            440.26         43
                                       7.750            440.26
    DECATUR          MI   49045          5            11/11/02         00
    0434956108                           05           01/01/03          0
    09147502                             O            12/01/32
    0
1




    8220183          313/G02             F          225,250.00         ZZ
                                         360        224,575.00          2
                                       7.500          1,574.99         85
                                       7.250          1,574.99
    CHICAGO          IL   60625          5            10/26/02         34
    0435116637                           05           12/01/02          0
    0008934499                           O            11/01/32
    0


    8220597          J40/G02             F           83,700.00         ZZ
                                         360         83,478.76          1
                                       8.125            621.47         90
                                       7.875            621.47
    MADISON          MS   39110          5            10/04/02         10
    0435214762                           05           12/01/02         25
    7761927                              O            11/01/32
    0


    8221331          K15/R44             F           17,600.00         ZZ
                                         180         17,456.95          1
                                      12.000            211.23         20
                                      11.500            211.23
    SHELBY           OH   44875          5            10/25/02         00
    0434954707                           05           12/01/02          0
    002800005503622                      O            11/01/17
    0


    8221371          P09/G02             F          121,950.00         ZZ
                                         360        121,696.58          1
                                       7.875            884.22         90
                                       7.625            884.22
    CHESTERFIELD     VA   23838          5            11/09/02         34
    0435067871                           05           01/01/03          0
    R0208521                             O            12/01/32
    0


    8221611          W09/R44             F           48,000.00         ZZ
                                         180         47,266.06          1
                                       9.450            401.87         80
                                       8.950            401.87
    CINCINNATI       OH   45227          1            10/17/02         00
    0434957528                           05           11/17/02          0
    20029269                             O            10/17/17
    0


    8221911          Q30/G02             F           64,400.00         ZZ
                                         360         64,257.41          4
1


                                       8.990            517.72         70
                                       8.740            517.72
    EASTON           PA   18045          5            10/25/02         34
    0435056726                           05           12/01/02          0
    21017668                             N            11/01/32
    0


    8221967          Q30/R44             F           55,000.00         T
                                         360         54,861.82          1
                                       8.375            418.04         55
                                       7.875            418.04
    ALBRIGHTSVILLE   PA   18210          5            10/31/02         34
    0435002381                           03           12/01/02          0
    21017515                             O            11/01/32
    0


    8222013          M24/R44             F          126,000.00         ZZ
                                         360        125,735.69          1
                                       9.250          1,036.57         90
                                       8.750          1,036.57
    LAS VEGAS        NV   89110          5            10/04/02         23
    0435111935                           05           12/01/02          0
    2700855                              O            11/01/32
    0


    8222059          U36/G02             F           70,500.00         ZZ
                                         360         70,200.48          1
                                       6.875            463.13         80
                                       6.625            463.13
    JACKSONVILLE     FL   32224          5            09/27/02         34
    0435061601                           05           11/01/02          0
    018322002                            N            10/01/32
    0


    8222083          W35/G02             F           46,750.00         ZZ
                                         180         46,651.93          1
                                       9.250            384.60         85
                                       9.000            384.60
    DAYTON           OH   45410          1            10/17/02         34
    0434973129                           05           12/01/02          0
    13333                                N            11/01/17
    0


    8222335          624/G02             F          180,000.00         ZZ
                                         360        179,596.72          2
                                       7.500          1,258.59         75
                                       7.250          1,258.59
    SALINAS          CA   93906          5            11/08/02         34
    0435011994                           05           01/01/03          0
1


    1000015537                           N            12/01/32
    0


    8222813          U35/G02             F           17,000.00         ZZ
                                         360         16,965.55          2
                                       8.000            124.74         85
                                       7.750            124.74
    INDIANAPOLIS     IN   46205          1            11/18/02         34
    0434996468                           05           01/01/03          0
    7376432                              N            12/01/32
    0


    8222901          S64/R44             F           36,000.00         ZZ
                                         240         35,707.25          1
                                       8.750            318.14         72
                                       8.250            318.14
    SOUTH BEND       IN   46628          5            11/18/02         34
    0435035217                           05           12/23/02          0
    03210192                             O            11/23/22
    0


    8222915          W99/G02             F          102,700.00         ZZ
                                         360        102,512.04          1
                                       8.500            789.67         63
                                       8.250            789.67
    MURRELLS INLET   SC   29576          2            11/12/02         34
    0434992293                           05           01/01/03          0
    260374002                            O            12/01/32
    0


    8223229          U41/R44             F           46,000.00         ZZ
                                         360         45,924.41          1
                                      10.000            403.68         69
                                       9.500            403.68
    PACKWAUKEE       WI   53953          5            11/14/02         34
    0434978706                           05           01/01/03          0
    MCCARTNEY5853                        O            12/01/32
    0


    8223247          F44/G02             F           85,500.00         ZZ
                                         360         85,243.94          1
                                       8.625            665.01         90
                                       8.375            665.01
    WEST MONROE      LA   71291          5            09/27/02         34
    0434989166                           05           11/01/02          0
    02040298                             O            10/01/32
    0


1


    8223293          642/G02             F           85,500.00         ZZ
                                         360         85,288.97          1
                                       8.375            649.86         95
                                       8.125            649.86
    GRAND RAPIDS     MI   49505          5            11/15/02         34
    0434970448                           05           01/01/03          0
    11121102                             O            12/01/32
    0


    8223335          U68/G02             F          116,000.00         ZZ
                                         360        115,733.58          1
                                       7.375            801.18         80
                                       7.125            801.18
    MIAMI            FL   33161          5            11/11/02         34
    0434997011                           05           01/01/03          0
    02FL00351208                         O            12/01/32
    0


    8223389          P01/R44             F           77,000.00         ZZ
                                         360         76,879.31          1
                                       9.250            633.46         75
                                       8.750            633.46
    RENSSELAER       NY   12144          5            11/06/02         34
    0434996674                           05           01/01/03          0
    02003094                             O            12/01/32
    0


    8223393          P01/G02             F           90,950.00         ZZ
                                         360         90,741.09          1
                                       7.375            628.17         85
                                       7.125            628.17
    BALTIMORE        MD   21244          5            11/12/02         34
    0434992392                           09           01/01/03          0
    02003197                             O            12/01/32
    0


    8223429          B44/R44             F          154,900.00         ZZ
                                         360        154,692.70          1
                                      10.000          1,359.36         78
                                       9.500          1,359.36
    SAN ANDREAS      CA   95249          1            11/07/02         00
    0434992939                           05           01/01/03          0
    3020781                              O            12/01/32
    0


    8223611          E45/R44             F          164,700.00         ZZ
                                         360        164,435.07          1
                                       9.125          1,340.05         90
                                       8.625          1,340.05
1


    MIAMI            FL   33015          5            10/30/02         34
    0434961199                           03           01/01/03          0
    309015                               O            12/01/32
    0


    8223613          E45/G02             F          126,000.00         ZZ
                                         360        125,689.06          1
                                       8.500            968.83         90
                                       8.250            968.83
    BALTIMORE        MD   21212          5            10/28/02         34
    0434960936                           05           12/01/02          0
    291976                               N            11/01/32
    0


    8223615          E45/G02             F           52,400.00         ZZ
                                         360         52,189.18          1
                                       8.125            389.07         80
                                       7.875            389.07
    MACON            GA   31206          5            09/10/02         34
    0434960522                           05           10/01/02          0
    268374                               N            09/01/32
    0


    8223755          E45/R44             F           81,000.00         ZZ
                                         360         80,825.62          1
                                       9.125            659.04         90
                                       8.625            659.04
    TRENTON          NJ   08611          5            10/31/02         34
    0434960613                           05           12/01/02          0
    309035                               O            11/01/32
    0


    8223757          E45/G02             F          119,700.00         ZZ
                                         360        119,414.27          1
                                       8.625            931.01         90
                                       8.375            931.01
    WEST PALM BEACH  FL   33415          2            10/28/02         23
    0434962122                           05           12/01/02          0
    309040                               O            11/01/32
    0


    8223771          E45/R44             F          117,750.00         ZZ
                                         360        117,539.94          1
                                       8.625            915.85         84
                                       8.125            915.85
    MIRAMAR          FL   33023          5            10/31/02         34
    0434959508                           05           01/01/03          0
    309031                               O            12/01/32
    0
1




    8223773          E45/G02             F          176,000.00         ZZ
                                         360        175,510.74          1
                                       7.875          1,276.12         79
                                       7.625          1,276.12
    LUTZ             FL   33549          5            10/31/02         34
    0434959029                           03           12/01/02          0
    310515                               O            11/01/32
    0


    8223777          E45/G02             F          184,000.00         ZZ
                                         360        183,405.22          1
                                       8.250          1,382.33         80
                                       8.000          1,382.33
    GATLINBURG       TN   37738          2            09/12/02         34
    0434961165                           05           11/02/02          0
    265334                               N            10/02/32
    0


    8223781          F44/R44             F          201,000.00         ZZ
                                         180        200,288.61          1
                                       7.800          1,446.94         67
                                       7.300          1,446.94
    BALTIMORE        MD   21215          5            09/24/02         34
    0435077961                           05           11/01/02          0
    72800135                             O            10/01/17
    0


    8223813          E45/R44             F          170,100.00         ZZ
                                         360        169,638.89          1
                                       8.000          1,248.13         90
                                       7.500          1,248.13
    LAS VEGAS        NV   89147          1            10/30/02         34
    0434960712                           03           12/01/02          0
    308203                               O            11/01/32
    0


    8223817          E45/G02             F           44,000.00         ZZ
                                         360         43,913.78          1
                                       8.250            330.56         80
                                       8.000            330.56
    COCOA            FL   32926          1            11/05/02         00
    0434960787                           05           01/01/03          0
    316245                               O            12/01/32
    0


    8223895          E22/G02             F          150,450.00         ZZ
                                         360        150,137.33          1
1


                                       7.875          1,090.87         85
                                       7.625          1,090.87
    PALM HARBOR      FL   34683          5            11/15/02         34
    0415167501                           05           01/01/03          0
    0415167501                           O            12/01/32
    0


    8223937          E22/G02             F           36,000.00         ZZ
                                         360         35,919.75          1
                                       7.875            261.02         22
                                       7.625            261.02
    ASBURY PARK      NJ   07712          5            11/20/02         00
    0415232784                           05           01/01/03          0
    0415232784                           N            12/01/32
    0


    8223947          E22/R44             F           45,000.00         ZZ
                                         360         44,908.83          1
                                       8.000            330.19         50
                                       7.500            330.19
    PORT CLINTON     OH   43452          5            11/15/02         00
    0415237262                           05           01/01/03          0
    0415237262                           O            12/01/32
    0


    8223975          E22/R44             F           40,000.00         ZZ
                                         180         39,708.06          1
                                      10.000            429.84         52
                                       9.500            429.84
    GADSDEN          AL   35903          5            11/14/02         00
    0415268135                           05           01/01/03          0
    0415268135                           O            12/01/17
    0


    8224039          E22/R44             F           96,000.00         ZZ
                                         360         95,805.48          1
                                       8.000            704.41         79
                                       7.500            704.41
    GARLAND          TX   75040          5            11/13/02         34
    0415364371                           05           01/01/03          0
    0415364371                           O            12/01/32
    0


    8224145          E22/G02             F           69,350.00         ZZ
                                         360         69,202.86          1
                                       8.500            533.24         95
                                       8.250            533.24
    MARION           NC   28752          5            11/15/02         34
    0415323666                           05           01/01/03          0
1


    0415323666                           O            12/01/32
    0


    8224167          E22/G02             F           34,200.00         ZZ
                                         180         33,904.76          1
                                       8.125            329.31         90
                                       7.875            329.31
    FOREST           MS   39074          1            11/19/02         34
    0415347889                           05           01/01/03          0
    0415347889                           O            12/01/17
    0


    8224171          E22/R44             F           70,000.00         ZZ
                                         360         69,881.41          1
                                       8.875            556.95         79
                                       8.375            556.95
    TAMPA            FL   33609          5            11/15/02         00
    0415351535                           01           01/01/03          0
    0415351535                           O            12/01/32
    0


    8224349          940/G02             F          104,500.00         T
                                         360        104,186.86          1
                                       7.500            730.68         60
                                       7.250            730.68
    LAKE HAVASU CIT  AZ   86406          1            10/28/02         34
    0434992475                           05           12/01/02          0
    24020170                             O            11/01/32
    0


    8224561          T87/T87             F          172,000.00         ZZ
                                         240        171,101.64          2
                                       7.850          1,422.67         80
                                       7.350          1,422.67
    PLAINFIELD       NJ   07060          2            10/31/02         00
    1010023241                           05           01/01/03          0
    1010023241                           O            12/01/22
    0


    8224563          T87/T87             F           78,400.00         ZZ
                                         240         77,848.85          1
                                       7.800            646.05         80
                                       7.300            646.05
    SEMMES           AL   36575          5            10/28/02         00
    3030023453                           05           12/01/02          0
    3030023453                           O            11/01/22
    0


1


    8224565          T87/T87             F           63,000.00         ZZ
                                         240         62,744.12          1
                                       9.850            601.72         90
                                       9.350            601.72
    MILROY           PA   17063          5            10/30/02         23
    7000003488                           05           01/01/03          0
    7000003488                           O            12/01/22
    0


    8224569          T87/T87             F          107,250.00         ZZ
                                         240        106,665.29          1
                                       7.500            864.00         64
                                       7.000            864.00
    MIAMI            FL   33177          5            10/30/02         00
    6000011545                           05           01/01/03          0
    6000011545                           O            12/01/22
    0


    8224571          T87/T87             F           70,100.00         ZZ
                                         240         69,772.60          1
                                       8.750            619.49         83
                                       8.250            619.49
    KNOXVILLE        TN   37917          5            10/30/02         23
    3030023589                           05           01/01/03          0
    3030023589                           O            12/01/22
    0


    8224573          T87/T87             F          100,725.00         ZZ
                                         228        100,212.32          1
                                       8.925            918.77         85
                                       8.425            918.77
    BROWN CITY       MI   48416          5            11/04/02         23
    6000011605                           05           01/01/03          0
    6000011605                           O            12/01/21
    0


    8224575          T87/T87             F          117,000.00         ZZ
                                         227        116,101.14          1
                                       7.967            999.32         90
                                       7.467            999.32
    PINELLAS PARK    FL   33781          5            10/21/02         23
    6000010625                           05           12/01/02          0
    6000010625                           O            10/01/21
    0


    8224577          T87/T87             F           72,000.00         ZZ
                                         216         71,492.21          1
                                       6.937            584.54         80
                                       6.437            584.54
1


    EPHRATA          PA   17522          5            11/01/02         00
    6000011763                           05           01/01/03          0
    6000011763                           O            12/01/20
    0


    8224579          T87/T87             F          143,000.00         ZZ
                                         180        141,724.33          2
                                       7.750          1,346.03         90
                                       7.250          1,346.03
    BRISTOL          CT   06010          5            10/31/02         23
    7000003490                           05           01/01/03          0
    7000003490                           O            12/01/17
    0


    8224581          T87/T87             F           22,500.00         ZZ
                                         180         22,326.60          1
                                       9.400            233.60         29
                                       8.900            233.60
    LAPLACE          LA   70068          5            10/30/02         00
    3030023512                           05           01/01/03          0
    3030023512                           O            12/01/17
    0


    8224585          T87/T87             F          150,000.00         ZZ
                                         168        148,185.73          1
                                       6.800          1,386.64         74
                                       6.300          1,386.64
    PHILADELPHIA     PA   19130          5            10/29/02         00
    6000011624                           05           01/01/03          0
    6000011624                           O            12/01/16
    0


    8224587          T87/T87             F           74,400.00         ZZ
                                         168         73,446.53          1
                                       8.287            749.74         80
                                       7.787            749.74
    CASPER           WY   82601          5            10/24/02         00
    6000011521                           05           12/01/02          0
    6000011521                           O            11/01/16
    0


    8224589          T87/T87             F          140,250.00         ZZ
                                         168        138,590.16          1
                                       9.262          1,492.74         85
                                       8.762          1,492.74
    EAST PEORIA      IL   61611          5            10/22/02         23
    6000011429                           05           12/01/02          0
    6000011429                           O            11/01/16
    0
1




    8224591          T87/T87             F           25,600.00         ZZ
                                         300         25,530.62          1
                                      10.700            245.38         20
                                      10.200            245.38
    RALEIGH          NC   27616          1            10/18/02         00
    3030023419                           09           12/01/02          0
    3030023419                           O            11/01/27
    0


    8224593          T87/T87             F           29,990.00         ZZ
                                         300         29,921.66          1
                                      11.700            309.24         20
                                      11.200            309.24
    RICHMOND         VA   23234          1            10/18/02         00
    3030023215                           05           12/01/02          0
    3030023215                           O            11/01/27
    0


    8224595          T87/T87             F           21,400.00         ZZ
                                         300         21,343.97          1
                                      10.900            208.20         20
                                      10.400            208.20
    WINGATE          NC   28174          1            10/30/02         00
    3030023499                           05           12/01/02          0
    3030023499                           O            11/01/27
    0


    8224599          T87/T87             F           23,600.00         ZZ
                                         300         23,550.29          1
                                      12.150            251.19         20
                                      11.650            251.19
    INDIANAPOLIS     IN   46221          5            10/28/02         00
    2020028727                           05           12/01/02          0
    2020028727                           O            11/01/27
    0


    8224601          T87/T87             F           41,200.00         ZZ
                                         300         40,911.23          1
                                      12.150            438.51         20
                                      11.650            438.51
    HIGH POINT       NC   27265          5            10/31/02         00
    3030023540                           05           12/01/02          0
    3030023540                           O            11/01/27
    0


    8224603          T87/T87             F           22,800.00         ZZ
                                         240         22,656.13          1
1


                                      12.100            252.64         20
                                      11.600            252.64
    SAN JACINTO      CA   92583          1            10/22/02         00
    4040009828                           05           12/01/02          0
    4040009828                           O            11/01/22
    0


    8224605          T87/T87             F           17,800.00         ZZ
                                         240         17,745.10          1
                                      11.950            195.38         20
                                      11.450            195.38
    REIDSVILLE       NC   27320          1            11/08/02         00
    3030023708                           05           01/01/03          0
    3030023708                           O            12/01/22
    0


    8224607          T87/T87             F          156,000.00         ZZ
                                         360        155,674.14          1
                                       7.850          1,128.41         80
                                       7.350          1,128.41
    NAPLES           FL   34117          1            11/11/02         00
    1010023778                           05           01/01/03          0
    1010023778                           O            12/01/32
    0


    8224611          T87/T87             F          258,800.00         ZZ
                                         360        258,037.88          1
                                       6.100          1,568.32         80
                                       5.600          1,568.32
    CLOVIS           CA   93611          1            11/08/02         00
    4040009972                           05           01/01/03          0
    4040009972                           O            12/01/32
    0


    8224613          T87/T87             F          263,441.00         ZZ
                                         360        262,722.65          1
                                       6.500          1,665.13         80
                                       6.000          1,665.13
    PORTLAND         OR   97229          1            11/07/02         00
    4040009903                           05           01/01/03          0
    4040009903                           O            12/01/32
    0


    8224615          T87/T87             F          128,000.00         ZZ
                                         360        127,692.59          1
                                       7.150            864.53         80
                                       6.650            864.53
    MANCHESTER       CT   06040          1            11/04/02         00
    1010023540                           05           01/01/03          0
1


    1010023540                           O            12/01/32
    0


    8224617          T87/T87             F          102,000.00         ZZ
                                         360        101,778.21          1
                                       7.650            723.71         85
                                       7.150            723.71
    PEORIA           IL   61614          5            10/28/02         23
    2020028737                           05           01/01/03          0
    2020028737                           O            12/01/32
    0


    8224619          T87/T87             F          324,000.00         ZZ
                                         360        322,926.22          2
                                       6.990          2,153.41         90
                                       6.490          2,153.41
    BRONX            NY   10469          5            10/28/02         23
    1010023662                           05           12/01/02          0
    1010023662                           O            11/01/32
    0


    8224621          T87/T87             F           68,000.00         ZZ
                                         360         67,746.39          1
                                       7.500            475.47         80
                                       7.000            475.47
    BALTIMORE        MD   21222          5            10/30/02         00
    1010023682                           07           12/04/02          0
    1010023682                           O            11/04/32
    0


    8224623          T87/T87             F          178,470.00         ZZ
                                         360        178,162.86          3
                                       8.800          1,410.41         90
                                       8.300          1,410.41
    HARTFORD         CT   06114          1            11/13/02         23
    1010023915                           05           01/01/03          0
    1010023915                           N            12/01/32
    0


    8224627          T87/T87             F           85,000.00         ZZ
                                         360         84,752.65          1
                                       6.500            537.26         85
                                       6.000            537.26
    LOUISVILLE       KY   40219          5            10/28/02         23
    3030023623                           05           01/01/03          0
    3030023623                           O            12/01/32
    0


1


    8224629          T87/T87             F          160,000.00         ZZ
                                         360        159,465.57          1
                                       6.950          1,059.12         64
                                       6.450          1,059.12
    NESBIT           MS   38651          5            10/26/02         00
    6000011721                           05           12/01/02          0
    6000011721                           O            11/01/32
    0


    8224631          T87/T87             F          117,600.00         ZZ
                                         360        117,342.23          1
                                       7.610            831.16         80
                                       7.110            831.16
    LUDLOW           MA   01056          5            10/30/02         00
    6000011472                           05           01/01/03          0
    6000011472                           O            12/01/32
    0


    8224633          T87/T87             F          209,000.00         ZZ
                                         360        208,605.53          1
                                       8.350          1,584.87         95
                                       7.850          1,584.87
    PLEASANT PLAIN   OH   45162          5            11/06/02         23
    3030023624                           05           01/01/03          0
    3030023624                           O            12/01/32
    0


    8224635          T87/T87             F          219,200.00         ZZ
                                         360        218,647.06          1
                                       6.900          1,443.66         80
                                       6.400          1,443.66
    OAK BLUFFS       MA   02557          1            11/05/02         00
    1010023430                           05           01/01/03          0
    1010023430                           O            12/01/32
    0


    8224645          T87/T87             F          122,000.00         ZZ
                                         360        121,627.05          2
                                       7.400            844.71         77
                                       6.900            844.71
    NORWICH          CT   06360          5            11/07/02         00
    1010023623                           05           12/13/02          0
    1010023623                           O            11/13/32
    0


    8224647          T87/T87             F          103,920.00         ZZ
                                         360        103,605.49          1
                                       7.450            723.07         80
                                       6.950            723.07
1


    MYRTLE BEACH     SC   29588          1            10/30/02         00
    3030023363                           03           12/01/02          0
    3030023363                           O            11/01/32
    0


    8224649          T87/T87             F           75,000.00         ZZ
                                         360         74,897.46          1
                                       9.900            652.65         25
                                       9.400            652.65
    HEMPSTEAD        NY   11550          5            11/01/02         00
    1010023768                           05           01/01/03          0
    1010023768                           O            12/01/32
    0


    8224651          T87/T87             F           34,800.00         ZZ
                                         360         34,745.43          1
                                       9.250            286.30         80
                                       8.750            286.30
    INDIANA          PA   15701          5            11/01/02         00
    1010023647                           05           01/01/03          0
    1010023647                           O            12/01/32
    0


    8224653          T87/T87             F           57,600.00         ZZ
                                         360         57,525.15          3
                                      10.140            511.46         70
                                       9.640            511.46
    INDIANA          PA   15701          1            11/06/02         00
    1010023745                           05           01/01/03          0
    1010023745                           N            12/01/32
    0


    8224655          T87/T87             F           99,920.00         ZZ
                                         360         99,646.37          1
                                       7.950            729.70         80
                                       7.450            729.70
    MADISON          TN   37115          1            10/30/02         00
    3030023594                           05           12/01/02          0
    3030023594                           O            11/01/32
    0


    8224657          T87/T87             F          340,000.00         ZZ
                                         360        339,072.88          1
                                       6.500          2,149.04         58
                                       6.000          2,149.04
    SOUTHAMPTON      NJ   08088          5            11/05/02         00
    1010023785                           05           01/01/03          0
    1010023785                           O            12/01/32
    0
1




    8224661          T87/T87             F          120,000.00         ZZ
                                         360        119,668.06          1
                                       7.900            872.17         80
                                       7.400            872.17
    MYRTLE BEACH     SC   29579          5            10/31/02         00
    3030023552                           03           12/01/02          0
    3030023552                           O            11/01/32
    0


    8224663          T87/T87             F           87,200.00         ZZ
                                         360         87,025.63          1
                                       9.480            731.96         80
                                       8.980            731.96
    CLEVELAND        TN   37312          5            10/21/02         00
    4040009702                           05           12/01/02          0
    4040009702                           O            11/01/32
    0


    8224665          T87/T87             F          179,000.00         ZZ
                                         360        178,390.29          1
                                       6.850          1,172.92         63
                                       6.350          1,172.92
    KENSINGTON       CT   06037          5            10/30/02         00
    1010023659                           05           12/04/02          0
    1010023659                           O            11/04/32
    0


    8224667          T87/T87             F          114,000.00         ZZ
                                         360        113,588.36          1
                                       6.550            724.32         70
                                       6.050            724.32
    ERIE             PA   16505          1            11/01/02         00
    1010023702                           05           12/01/02          0
    1010023702                           O            11/01/32
    0


    8224669          T87/T87             F          223,400.00         ZZ
                                         360        222,790.84          1
                                       6.500          1,412.04         46
                                       6.000          1,412.04
    BRADENTON        FL   34210          5            11/07/02         00
    6000011768                           09           01/01/03          0
    6000011768                           O            12/01/32
    0


    8224671          T87/T87             F          110,500.00         ZZ
                                         360        110,140.21          1
1


                                       8.450            845.74         82
                                       7.950            845.74
    PAWTUCKET        RI   02861          5            10/30/02         23
    1010023620                           05           12/04/02          0
    1010023620                           O            11/04/32
    0


    8224673          T87/T87             F          175,950.00         ZZ
                                         360        175,465.55          1
                                       6.450          1,106.35         85
                                       5.950          1,106.35
    DUDLEY           MA   01571          5            10/31/02         23
    1010023720                           05           01/01/03          0
    1010023720                           O            12/01/32
    0


    8224677          T87/T87             F           48,450.00         ZZ
                                         360         48,359.46          1
                                       8.400            369.12         85
                                       7.900            369.12
    LOUISVILLE       KY   40211          5            10/31/02         23
    7000003319                           05           01/01/03          0
    7000003319                           O            12/01/32
    0


    8224681          T87/T87             F          116,250.00         ZZ
                                         360        115,887.54          1
                                       5.800            682.11         75
                                       5.300            682.11
    CONCORD          NH   03301          5            10/31/02         00
    1010023757                           05           01/01/03          0
    1010023757                           O            12/01/32
    0


    8224683          T87/T87             F          141,950.00         ZZ
                                         360        141,708.23          1
                                       8.850          1,126.88         85
                                       8.350          1,126.88
    PLAINVILLE       CT   06062          5            11/01/02         23
    7000003413                           05           01/01/03          0
    7000003413                           O            12/01/32
    0


    8224687          T87/T87             F          281,700.00         ZZ
                                         360        280,912.91          1
                                       7.850          2,037.64         90
                                       7.350          2,037.64
    PLAINVILLE       CT   06062          5            11/05/02         23
    1010023605                           05           12/12/02          0
1


    1010023605                           O            11/12/32
    0


    8224689          T87/T87             F          164,800.00         ZZ
                                         360        164,119.44          1
                                       7.650          1,169.28         80
                                       7.150          1,169.28
    HIGH POINT       NC   27265          5            10/31/02         00
    3030023538                           05           12/01/02          0
    3030023538                           O            11/01/32
    0


    8224693          T87/T87             F           50,220.00         ZZ
                                         360         50,096.99          1
                                       8.500            386.15         90
                                       8.000            386.15
    BALTIMORE        MD   21216          5            10/23/02         23
    1010023615                           07           12/01/02          0
    1010023615                           O            11/01/32
    0


    8224697          T87/T87             F           85,000.00         ZZ
                                         360         84,780.94          1
                                       8.250            638.58         85
                                       7.750            638.58
    BALTIMORE        MD   21225          5            10/28/02         23
    1010023562                           05           12/01/02          0
    1010023562                           O            11/01/32
    0


    8224699          T87/T87             F           66,600.00         ZZ
                                         360         66,452.84          1
                                       9.000            535.88         89
                                       8.500            535.88
    OKLAHOMA CITY    OK   73107          5            10/25/02         23
    3030023530                           05           12/01/02          0
    3030023530                           O            11/01/32
    0


    8224731          T87/T87             F           47,700.00         ZZ
                                         360         47,629.79          1
                                       9.550            402.83         90
                                       9.050            402.83
    ANDERSON         SC   29624          5            11/06/02         23
    3030023682                           05           01/01/03          0
    3030023682                           O            12/01/32
    0


1


    8224735          T87/T87             F          222,700.00         ZZ
                                         360        222,052.33          1
                                       7.650          1,580.09         85
                                       7.150          1,580.09
    GLOUCESTER       MA   01930          2            11/01/02         23
    1010023750                           05           12/06/02          0
    1010023750                           O            11/06/32
    0


    8224737          T87/T87             F          130,500.00         ZZ
                                         360        130,280.03          1
                                       8.900          1,040.66         90
                                       8.400          1,040.66
    RIVERDALE        MD   20737          5            11/07/02         23
    1010023754                           05           01/01/03          0
    1010023754                           O            12/01/32
    0


    8224739          T87/T87             F          233,750.00         ZZ
                                         360        233,266.66          1
                                       7.900          1,698.91         85
                                       7.400          1,698.91
    FT WAYNE         IN   46825          5            11/01/02         23
    2020028678                           05           01/01/03          0
    2020028678                           O            12/01/32
    0


    8224741          T87/T87             F           50,400.00         ZZ
                                         360         50,143.72          2
                                       7.850            364.57         70
                                       7.350            364.57
    PHILADELPHIA     PA   19138          2            11/04/02         00
    1010023543                           05           01/01/03          0
    1010023543                           O            12/01/32
    0


    8224743          T87/T87             F          175,000.00         ZZ
                                         360        174,619.48          1
                                       7.650          1,241.66         45
                                       7.150          1,241.66
    DUXBURY          MA   02332          5            10/31/02         00
    1010023679                           05           01/01/03          0
    1010023679                           O            12/01/32
    0


    8224745          T87/T87             F          176,500.00         ZZ
                                         360        176,104.52          1
                                       7.500          1,234.12         66
                                       7.000          1,234.12
1


    BEL AIR          MD   21014          1            11/12/02         00
    1010023727                           05           01/01/03          0
    1010023727                           O            12/01/32
    0


    8224747          T87/T87             F           80,350.00         ZZ
                                         360         80,180.47          1
                                       7.800            578.42         74
                                       7.300            578.42
    PHILADELPHIA     PA   19152          5            10/31/02         00
    6100001484                           05           01/01/03          0
    6100001484                           O            12/01/32
    0


    8224749          T87/T87             F          212,500.00         ZZ
                                         360        211,942.62          1
                                       6.700          1,371.22         85
                                       6.200          1,371.22
    DENVER           CO   80212          5            11/05/02         23
    4040009961                           05           01/01/03          0
    4040009961                           O            12/01/32
    0


    8224751          T87/T87             F          124,600.00         ZZ
                                         312        124,014.08          1
                                       7.690            924.47         70
                                       7.190            924.47
    JOLIET           IL   60435          5            10/28/02         00
    6000011377                           05           12/01/02          0
    6000011377                           O            11/01/28
    0


    8224753          T87/T87             F          211,500.00         ZZ
                                         300        210,614.46          1
                                       6.250          1,395.21         75
                                       5.750          1,395.21
    FREEPORT         ME   04032          5            10/30/02         00
    6000011357                           05           01/01/03          0
    6000011357                           O            12/01/27
    0


    8224755          T87/T87             F          132,300.00         ZZ
                                         300        131,865.99          1
                                       8.750          1,087.70         90
                                       8.250          1,087.70
    WINDHAM          ME   04062          5            11/05/02         23
    8080016266                           05           01/01/03          0
    8080016266                           O            12/01/27
    0
1




    8224757          T87/T87             F           73,800.00         ZZ
                                         290         73,581.96          1
                                       8.952            622.72         90
                                       8.452            622.72
    COLUMBIA         SC   29203          5            11/04/02         23
    6000011744                           05           01/01/03          0
    6000011744                           O            02/01/27
    0


    8224759          T87/T87             F           37,000.00         ZZ
                                         240         36,841.82          1
                                       9.450            343.69         19
                                       8.950            343.69
    JACKSON          MS   39211          1            11/06/02         00
    8080016231                           05           01/02/03          0
    8080016231                           O            12/02/22
    0


    8224761          T87/T87             F           77,400.00         ZZ
                                         240         77,120.26          1
                                      10.750            785.79         22
                                      10.250            785.79
    NEWTOWN          PA   18940          5            10/30/02         00
    1010023729                           05           01/01/03          0
    1010023729                           O            12/01/22
    0


    8224765          T87/T87             F           15,100.00         ZZ
                                         240         15,016.30          1
                                       9.700            142.73         20
                                       9.200            142.73
    STROUD           OK   74079          1            10/31/02         00
    3030023502                           05           12/01/02          0
    3030023502                           O            11/01/22
    0


    8224767          T87/T87             F           25,000.00         ZZ
                                         240         24,910.83          1
                                      10.850            255.50         20
                                      10.350            255.50
    WEST HARTFORD    CT   06110          5            11/01/02         00
    7000003593                           05           01/01/03          0
    7000003593                           N            12/01/22
    0


    8224769          T87/T87             F           68,500.00         ZZ
                                         240         68,134.15          1
1


                                       9.990            660.59         20
                                       9.490            660.59
    JARRETTSVILLE    MD   21084          1            10/28/02         00
    1010023114                           05           12/01/02          0
    1010023114                           O            11/01/22
    0


    8224773          T87/T87             F           26,800.00         ZZ
                                         180         26,507.05          1
                                       8.750            267.86         20
                                       8.250            267.86
    OLD HICKORY      TN   37138          1            10/31/02         00
    3030023649                           05           12/01/02          0
    3030023649                           O            11/01/17
    0


    8224775          T87/T87             F           29,000.00         ZZ
                                         180         28,785.43          1
                                       9.850            308.98         34
                                       9.350            308.98
    OCALA            FL   34479          5            10/28/02         00
    8080016256                           05           01/01/03          0
    8080016256                           O            12/01/17
    0


    8224777          T87/T87             F           38,600.00         ZZ
                                         180         38,319.56          1
                                      10.050            415.98         16
                                       9.550            415.98
    CARY             NC   27511          5            11/07/02         00
    3030023698                           09           01/01/03          0
    3030023698                           O            12/01/17
    0


    8224779          T87/T87             F           28,000.00         ZZ
                                         180         27,834.62          1
                                      12.950            353.35         19
                                      12.450            353.35
    MANASSAS         VA   20110          2            10/28/02         00
    1010023624                           07           01/01/03          0
    1010023624                           O            12/01/17
    0


    8224781          T87/T87             F           51,000.00         ZZ
                                         180         50,683.32          1
                                      11.750            603.91         15
                                      11.250            603.91
    ANNAPOLIS        MD   21403          5            10/29/02         00
    1010023556                           05           01/01/03          0
1


    1010023556                           O            12/01/17
    0


    8224783          T87/T87             F           62,020.00         ZZ
                                         180         61,432.86          1
                                      10.350            679.82         19
                                       9.850            679.82
    ASHLAND          MA   01721          5            10/28/02         00
    1010023675                           01           12/01/02          0
    1010023675                           O            11/01/17
    0


    8224785          T87/T87             F           27,520.00         ZZ
                                         180         27,249.81          1
                                       9.950            294.90         20
                                       9.450            294.90
    CHARLOTTE        NC   28216          1            10/25/02         00
    3030023181                           09           12/01/02          0
    3030023181                           O            11/01/17
    0


    8224787          T87/T87             F           25,000.00         ZZ
                                         144         24,743.17          1
                                      10.900            311.92          6
                                      10.400            311.92
    STATEN ISLAND    NY   10306          5            11/05/02         00
    6000011509                           05           01/01/03          0
    6000011509                           O            12/01/14
    0


    8224789          T87/T87             F           26,250.00         ZZ
                                         180         26,209.27          1
                                       9.300            216.91         75
                                       8.800            216.91
    PHILADELPHIA     PA   19134          5            11/06/02         00
    1010023797                           07           01/01/03          0
    1010023797                           O            12/01/17
    0


    8224791          T87/T87             F           70,975.00         ZZ
                                         180         70,857.79          1
                                       9.000            571.09         85
                                       8.500            571.09
    WILLIAMSBURG     VA   23185          5            11/07/02         23
    3030023586                           05           01/01/03          0
    3030023586                           O            12/01/17
    0


1


    8224793          T87/T87             F          159,000.00         ZZ
                                         180        158,701.43          1
                                       8.375          1,208.52         82
                                       7.875          1,208.52
    FRANKFORT        IL   60423          5            11/06/02         23
    6000011828                           05           01/01/03          0
    6000011828                           O            12/01/17
    0


    8224797          T87/T87             F          100,800.00         ZZ
                                         180        100,526.16          1
                                       7.990            738.94         80
                                       7.490            738.94
    SALEM            NJ   08079          5            10/24/02         00
    1010023465                           05           12/01/02          0
    1010023465                           O            11/01/17
    0


    8224801          T87/T87             F           58,500.00         ZZ
                                         180         58,398.29          1
                                       8.750            460.22         90
                                       8.250            460.22
    TOLEDO           OH   43609          5            11/07/02         23
    1010023815                           05           01/01/03          0
    1010023815                           O            12/01/17
    0


    8224803          T87/T87             F           24,000.00         ZZ
                                         180         23,962.14          1
                                      10.600            221.34         20
                                      10.100            221.34
    NEWPORT NEWS     VA   23601          1            10/22/02         00
    3030023344                           05           12/01/02          0
    3030023344                           O            11/01/17
    0


    8224805          T87/T87             F           27,600.00         ZZ
                                         180         27,563.00          1
                                      11.350            270.17         20
                                      10.850            270.17
    WEST VALLEY CIT  UT   84120          5            10/17/02         00
    4040009811                           05           12/01/02          0
    4040009811                           O            11/01/17
    0


    8224807          T87/T87             F           46,000.00         ZZ
                                         180         45,942.26          1
                                      11.650            460.81         20
                                      11.150            460.81
1


    SUISUN CITY      CA   94585          1            11/05/02         00
    4040009864                           05           12/05/02          0
    4040009864                           O            11/05/17
    0


    8224809          T87/T87             F           97,100.00         ZZ
                                         180         96,996.76          1
                                      12.400          1,028.78         61
                                      11.900          1,028.78
    BALTIMORE        MD   21227          5            10/31/02         00
    1010023648                           05           12/05/02          0
    1010023648                           O            11/05/17
    0


    8224811          T87/T87             F           61,200.00         ZZ
                                         180         61,141.39          1
                                      11.550            608.40         23
                                      11.050            608.40
    WHEATON          IL   60187          5            10/29/02         00
    2020028706                           05           01/01/03          0
    2020028706                           O            12/01/17
    0


    8224813          T87/T87             F           25,600.00         ZZ
                                         180         25,544.58          1
                                       9.100            207.83         20
                                       8.600            207.83
    GLENDALE         AZ   85302          1            10/22/02         00
    4040009813                           05           12/01/02          0
    4040009813                           O            11/01/17
    0


    8224815          T87/T87             F           44,800.00         ZZ
                                         180         44,746.70          1
                                      10.550            411.48         25
                                      10.050            411.48
    SILVER SPRING    MD   20905          5            11/05/02         00
    2020028821                           09           01/01/03          0
    2020028821                           O            12/01/17
    0


    8224821          T87/T87             F           57,800.00         ZZ
                                         180         57,690.78          1
                                       9.750            496.60         20
                                       9.250            496.60
    TEMECULA         CA   92592          1            10/30/02         00
    4040009808                           09           12/01/02          0
    4040009808                           O            11/01/17
    0
1




    8224823          T87/T87             F           60,000.00         ZZ
                                         180         59,892.47          1
                                      10.000            526.55         20
                                       9.500            526.55
    HEMET            CA   92544          1            10/21/02         00
    4040009832                           05           12/01/02          0
    4040009832                           O            11/01/17
    0


    8224825          T87/T87             F           44,800.00         ZZ
                                         180         44,718.86          1
                                       9.950            391.50         20
                                       9.450            391.50
    NORTH HAVEN      CT   06473          1            10/28/02         00
    1010023259                           05           12/01/02          0
    1010023259                           O            11/01/17
    0


    8224827          T87/T87             F           75,600.00         ZZ
                                         180         75,468.08          1
                                      10.125            670.44         20
                                       9.625            670.44
    INGLEWOOD        CA   90302          1            10/31/02         00
    4040009930                           05           12/01/02          0
    4040009930                           O            11/01/17
    0


    8224829          T87/T87             F           80,000.00         ZZ
                                         180         79,125.45          1
                                       9.300            661.05         24
                                       8.800            661.05
    RIVERSIDE        CA   92506          5            11/07/02         00
    4040009912                           05           01/01/03          0
    4040009912                           O            12/01/17
    0


    8224831          T87/T87             F           17,600.00         ZZ
                                         180         17,573.96          1
                                      10.900            166.29         20
                                      10.400            166.29
    CENTRAL CITY     KY   42330          1            10/24/02         00
    3030023322                           05           12/01/02          0
    3030023322                           O            11/01/17
    0


    8224835          T87/T87             F           44,000.00         ZZ
                                         180         43,957.41          1
1


                                      11.500            435.73         20
                                      11.000            435.73
    CHANDLER         AZ   85226          5            11/06/02         00
    4040009995                           05           01/01/03          0
    4040009995                           O            12/01/17
    0


    8224837          T87/T87             F           35,600.00         T
                                         360         35,507.50          1
                                       6.750            230.91         48
                                       6.250            230.91
    CONWAY           NH   03818          2            11/13/02         00
    1010023889                           01           01/01/03          0
    1010023889                           O            12/01/32
    0


    8224839          T87/T87             F          210,000.00         ZZ
                                         360        209,494.34          2
                                       7.150          1,418.36         74
                                       6.650          1,418.36
    STATEN ISLAND    NY   10303          5            11/04/02         00
    1010023395                           05           01/01/03          0
    1010023395                           O            12/01/32
    0


    8224841          T87/T87             F           80,000.00         ZZ
                                         360         79,842.73          1
                                       8.150            595.40         80
                                       7.650            595.40
    MARTINSVILLE     IN   46151          5            10/28/02         00
    2020028783                           05           01/01/03          0
    2020028783                           O            12/01/32
    0


    8224843          T87/T87             F          236,000.00         ZZ
                                         360        235,368.82          1
                                       6.600          1,507.24         80
                                       6.100          1,507.24
    WESTFORD         MA   01886          5            11/07/02         00
    1010023779                           05           01/01/03          0
    1010023779                           O            12/01/32
    0


    8224847          T87/T87             F          196,200.00         ZZ
                                         360        195,638.59          1
                                       6.250          1,208.04         88
                                       5.750          1,208.04
    DENVER           CO   80206          5            11/04/02         23
    4040009946                           05           01/01/03          0
1


    4040009946                           O            12/01/32
    0


    8224849          T87/T87             F          225,000.00         ZZ
                                         360        224,525.30          1
                                       7.800          1,619.71         90
                                       7.300          1,619.71
    CHICAGO          IL   60639          2            11/04/02         23
    2020028777                           05           01/01/03          0
    2020028777                           O            12/01/32
    0


    8224853          T87/T87             F          101,600.00         ZZ
                                         360        101,389.91          1
                                       7.900            738.44         80
                                       7.400            738.44
    MOBILE           AL   36604          1            11/07/02         00
    3030023655                           05           01/01/03          0
    3030023655                           N            12/01/32
    0


    8224855          T87/T87             F           66,150.00         ZZ
                                         360         66,038.48          1
                                       8.900            527.51         90
                                       8.400            527.51
    BIRMINGHAM       AL   35206          5            11/07/02         23
    3030023560                           05           01/01/03          0
    3030023560                           N            12/01/32
    0


    8224857          T87/T87             F          150,000.00         ZZ
                                         360        149,583.20          1
                                       7.800          1,079.81         86
                                       7.300          1,079.81
    FAIRFIELD        CT   06430          5            11/06/02         23
    1010023680                           05           01/01/03          0
    1010023680                           O            12/01/32
    0


    8224859          T87/T87             F          157,500.00         ZZ
                                         360        157,056.58          1
                                       7.650          1,117.49         90
                                       7.150          1,117.49
    BURTONSVILLE     MD   20866          5            11/01/02         23
    1010023800                           09           01/01/03          0
    1010023800                           O            12/01/32
    0


1


    8224861          T87/T87             F           86,400.00         ZZ
                                         360         86,184.03          1
                                       8.400            658.23         90
                                       7.900            658.23
    CAYCE            SC   29033          5            11/07/02         23
    3030023462                           05           12/01/02          0
    3030023462                           N            11/01/32
    0


    8224863          T87/T87             F           58,500.00         ZZ
                                         360         58,428.10          1
                                      10.400            530.76         90
                                       9.900            530.76
    PONTIAC          MI   48342          5            11/12/02         23
    3030023406                           05           01/01/03          0
    3030023406                           N            12/01/32
    0


    8224865          T87/T87             F           32,000.00         ZZ
                                         120         31,446.63          1
                                       7.150            374.03         62
                                       6.650            374.03
    BALTIMORE        MD   21223          5            11/01/02         00
    1010023796                           07           01/01/03          0
    1010023796                           O            12/01/12
    0


    8224871          T87/T87             F           55,800.00         ZZ
                                         360         55,683.43          2
                                       7.850            403.63         90
                                       7.350            403.63
    ST LOUIS         MO   63113          5            11/13/02         23
    2020028938                           05           01/01/03          0
    2020028938                           N            12/01/32
    0


    8224873          T87/T87             F          185,300.00         ZZ
                                         360        184,754.25          1
                                       6.100          1,122.91         85
                                       5.600          1,122.91
    DENVER           CO   80206          5            11/04/02         23
    4040009944                           05           01/01/03          0
    4040009944                           O            12/01/32
    0


    8224875          T87/T87             F           35,910.00         ZZ
                                         360         35,734.08          1
                                       7.550            252.32         90
                                       7.050            252.32
1


    LAUREL           MS   39440          1            11/04/02         23
    3030023627                           05           01/01/03          0
    3030023627                           N            12/01/32
    0


    8224931          K15/R44             F           20,800.00         ZZ
                                         180         20,630.96          1
                                      12.000            249.63         20
                                      11.500            249.63
    JACKSON          MI   49203          5            10/28/02         00
    0434950788                           05           12/01/02          0
    003630005307073                      O            11/01/17
    0


    8225175          E65/G02             F           53,910.00         ZZ
                                         360         53,660.53          1
                                       8.500            414.52         90
                                       8.250            414.52
    DAVISON          MI   48423          1            11/13/02         34
    0434996831                           05           01/01/03          0
    253960                               N            12/01/32
    0


    8225537          P87/R44             F           35,100.00         ZZ
                                         180         35,051.76          1
                                       9.875            304.79         90
                                       9.375            304.79
    ALGONA           IA   50511          1            11/18/02         34
    0434960761                           05           01/01/03          0
    BC60908                              O            12/01/17
    0


    8225879          E65/R44             F           75,500.00         ZZ
                                         360         75,312.52          1
                                       9.125            614.29         64
                                       8.625            614.29
    FLINT            MI   48504          5            11/07/02         00
    0435000203                           05           01/01/03          0
    253736                               O            12/01/32
    0


    8225959          B44/G02             F          209,600.00         ZZ
                                         360        209,106.51          1
                                       7.250          1,429.84         80
                                       7.000          1,429.84
    VACAVILLE        CA   95688          5            11/12/02         34
    0435017546                           05           01/01/03          0
    3020768                              O            12/01/32
    0
1




    8226095          U75/G02             F           67,500.00         ZZ
                                         360         67,385.64          1
                                       8.875            537.06         75
                                       8.625            537.06
    TAYLOR           MI   48180          5            11/12/02         34
    0435028667                           05           01/01/03          0
    004033                               N            12/01/32
    0


    8226315          P87/G02             F           48,150.00         ZZ
                                         180         48,058.63          1
                                       9.775            414.57         90
                                       9.525            414.57
    TOPEKA           KS   66604          1            11/07/02         34
    0434962577                           05           12/07/02          0
    BCC61063                             N            11/07/17
    0


    8226631          P87/R44             F          182,000.00         ZZ
                                         180        181,396.83          1
                                       6.990          1,209.63         70
                                       6.490          1,209.63
    NEW BERLIN       WI   53151          5            10/25/02         34
    0434962684                           05           12/01/02          0
    60927                                O            11/01/17
    0


    8226825          U75/G02             F           43,200.00         ZZ
                                         360         43,120.93          1
                                       8.500            332.17         90
                                       8.250            332.17
    AKRON            OH   44306          1            11/13/02         34
    0435028949                           05           01/01/03          0
    003979                               N            12/01/32
    0


    8226847          U75/G02             F           40,500.00         T
                                         360         40,425.88          1
                                       8.500            311.41         90
                                       8.250            311.41
    AKRON            OH   44306          1            11/05/02         34
    0434995932                           05           01/01/03          0
    003978                               O            12/01/32
    0


    8226939          P87/R44             F           43,000.00         ZZ
                                         180         42,897.90          2
1


                                       8.650            335.21         46
                                       8.150            335.21
    MILWAUKEE        WI   53216          5            10/31/02         00
    0434957742                           05           12/01/02          0
    60863                                O            11/01/17
    0


    8227051          U75/G02             F          229,500.00         ZZ
                                         360        229,034.01          1
                                       7.990          1,682.39         85
                                       7.740          1,682.39
    BURNSVILLE       MN   55337          5            11/11/02         34
    0435112388                           05           01/01/03          0
    003899                               O            12/01/32
    0


    8227055          P87/G02             F          101,500.00         ZZ
                                         180        101,283.69          1
                                       7.750            727.16         77
                                       7.500            727.16
    MILWAUKEE        WI   53223          2            11/04/02         34
    0434961421                           05           01/01/03          0
    61209                                O            12/01/17
    0


    8227095          962/R44             F           54,000.00         ZZ
                                         360         53,897.09          1
                                       8.500            415.21         74
                                       8.000            415.21
    LAKE PARK        MN   56554          5            11/18/02         34
    0434995403                           05           01/01/03          0
    7458830                              O            12/01/32
    0


    8227097          P87/R44             F          127,200.00         ZZ
                                         180        126,900.51          1
                                       7.250            867.73         80
                                       6.750            867.73
    BROOKFIELD       WI   53045          5            11/04/02         34
    0434961009                           05           01/01/03          0
    61326                                O            12/01/17
    0


    8227197          F62/R44             F          207,000.00         ZZ
                                         360        206,039.93          1
                                       8.125          1,536.97         90
                                       7.625          1,536.97
    MIAMI            FL   33176          1            10/30/02         34
    0435003421                           05           12/01/02          0
1


    1                                    O            11/01/32
    0


    8227255          R84/G02             F          312,950.00         ZZ
                                         360        312,231.21          1
                                       7.375          2,161.47         90
                                       7.125          2,161.47
    LAS VEGAS        NV   89138          1            11/18/02         10
    0435008693                           05           01/01/03         30
    5014                                 O            12/01/32
    0


    8227299          W08/G02             F          200,000.00         ZZ
                                         360        199,467.71          1
                                       6.625          1,280.62         72
                                       6.375          1,280.62
    MIAMI            FL   33145          5            11/08/02         34
    0434993325                           05           01/01/03          0
    021887MG                             O            12/01/32
    0


    8227821          E22/R44             F           50,000.00         T
                                         360         49,913.06          1
                                       8.750            393.35         72
                                       8.250            393.35
    BRIDGE CITY      LA   70094          5            11/21/02         00
    0415013796                           05           01/01/03          0
    0415013796                           O            12/01/32
    0


    8227847          E22/G02             F           96,300.00         ZZ
                                         360         96,141.02          1
                                       9.000            774.85         90
                                       8.750            774.85
    CARROLLTON       TX   75006          5            11/21/02         23
    0415190305                           05           01/01/03          0
    0415190305                           N            12/01/32
    0


    8227851          E22/G02             F           57,000.00         ZZ
                                         360         56,884.49          1
                                       8.000            418.25         80
                                       7.750            418.25
    ST PETE          FL   33701          5            11/21/02         00
    0415200385                           05           01/01/03          0
    0415200385                           N            12/01/32
    0


1


    8227861          E22/R44             F           65,600.00         ZZ
                                         180         65,076.01          1
                                       9.000            665.36         80
                                       8.500            665.36
    EL PASO          TX   79936          5            11/15/02         34
    0415208669                           05           01/01/03          0
    0415208669                           O            12/01/17
    0


    8227869          E22/G02             F           40,000.00         ZZ
                                         360         39,918.94          1
                                       8.000            293.51         80
                                       7.750            293.51
    ST PETE          FL   33711          5            11/21/02         00
    0415217611                           05           01/01/03          0
    0415217611                           N            12/01/32
    0


    8227871          E22/G02             F           62,400.00         ZZ
                                         360         62,273.55          1
                                       8.000            457.87         80
                                       7.750            457.87
    ST PETE          FL   33711          5            11/21/02         00
    0415217660                           05           01/01/03          0
    0415217660                           N            12/01/32
    0


    8227873          E22/G02             F           57,600.00         ZZ
                                         360         57,483.27          1
                                       8.000            422.65         80
                                       7.750            422.65
    ST PETE          FL   33705          5            11/21/02         00
    0415217694                           05           01/01/03          0
    0415217694                           N            12/01/32
    0


    8227905          E22/R44             F           79,200.00         ZZ
                                         360         79,039.52          1
                                       8.000            581.14         90
                                       7.500            581.14
    INDIANAPOLIS     IN   46226          1            11/21/02         34
    0415294909                           05           01/01/03          0
    0415294909                           O            12/01/32
    0


    8227987          E22/G02             F           64,000.00         ZZ
                                         180         63,182.39          1
                                       6.875            570.79         80
                                       6.625            570.79
1


    SAN ANTONIO      TX   78249          5            11/21/02         34
    0415425057                           03           01/01/03          0
    0415425057                           N            12/01/17
    0


    8227991          E22/G02             F          170,000.00         ZZ
                                         360        169,376.92          1
                                       7.875          1,232.62         65
                                       7.625          1,232.62
    YUBA CITY        CA   95991          5            11/07/02         00
    0415430529                           05           01/01/03          0
    0415430529                           O            12/01/32
    0


    8228003          E22/R44             F           55,000.00         T
                                         360         54,933.85          1
                                      10.500            503.11         62
                                      10.000            503.11
    ANDERSON         SC   29626          5            11/21/02         00
    0415456052                           05           01/01/03          0
    0415456052                           O            12/01/32
    0


    8228007          E22/G02             F           88,000.00         ZZ
                                         180         86,951.46          1
                                       6.875            784.83         80
                                       6.625            784.83
    SAN ANTONIO      TX   78249          5            11/21/02         34
    0415460682                           03           01/01/03          0
    0415460682                           N            12/01/17
    0


    8228019          E22/G02             F           33,600.00         ZZ
                                         180         33,303.53          1
                                       7.875            318.68         80
                                       7.625            318.68
    TOLEDO           OH   43605          5            11/21/02         34
    0415483858                           05           01/01/03          0
    0415483858                           N            12/01/17
    0


    8228159          S53/R44             F           25,000.00         ZZ
                                         360         24,958.63          1
                                       8.990            200.98         32
                                       8.490            200.98
    BARBERTON        OH   44203          5            10/29/02         00
    0434976502                           05           01/01/03          0
    9838435                              O            12/01/32
    0
1




    8228181          S53/R44             F           47,250.00         ZZ
                                         180         47,186.78          1
                                      10.000            414.65         75
                                       9.500            414.65
    MILWAUKEE        WI   53216          5            11/12/02         34
    0434967840                           05           01/01/03          0
    9839274                              N            12/01/17
    0


    8228193          S53/R44             F           52,500.00         ZZ
                                         180         52,429.73          2
                                      10.000            460.73         70
                                       9.500            460.73
    MILWUAKEE        WI   53210          5            11/12/02         34
    0434971107                           05           01/01/03          0
    9839268                              N            12/01/17
    0


    8228587          U35/R44             F          198,000.00         ZZ
                                         360        197,473.02          1
                                       6.625          1,267.82         63
                                       6.125          1,267.82
    TORRANCE         CA   90505          5            11/13/02         34
    0434982500                           01           01/01/03          0
    001008992                            O            12/01/32
    0


    8228605          U35/G02             F          115,900.00         ZZ
                                         360        115,675.59          1
                                       8.625            901.46         95
                                       8.375            901.46
    OSHKOSH          WI   54901          5            11/19/02         23
    0434984878                           05           01/01/03          0
    0010111404                           O            12/01/32
    0


    8228611          J95/G02             F           39,000.00         ZZ
                                         360         37,297.14          1
                                       7.750            279.41         69
                                       7.500            279.41
    BALTIMORE        MD   21222          1            11/15/02         34
    0434973905                           07           01/01/03          0
    0030895890                           O            12/01/32
    0


    8228639          U35/R44             F          112,500.00         ZZ
                                         360        112,220.93          1
1


                                       9.000            905.20         90
                                       8.500            905.20
    DAVENPORT        IA   52806          5            11/01/02         34
    0434975074                           05           01/01/03          0
    9966262                              O            12/01/32
    0


    8228643          U35/R44             F           54,750.00         ZZ
                                         360         54,657.22          1
                                       8.875            435.62         75
                                       8.375            435.62
    FRESNO           CA   93701          5            11/07/02         00
    0434995718                           05           01/01/03          0
    0007469518                           O            12/01/32
    0


    8228655          U35/R44             F          175,400.00         ZZ
                                         360        175,026.20          1
                                       7.750          1,256.59         90
                                       7.250          1,256.59
    SELMA            CA   93662          5            11/18/02         23
    0434995783                           05           01/01/03          0
    0010137686                           O            12/01/32
    0


    8228667          U35/R44             F           53,000.00         ZZ
                                         360         52,892.59          1
                                       8.000            388.90         69
                                       7.500            388.90
    HOBART           IN   46342          5            11/18/02         34
    0434995882                           05           01/01/03          0
    0010132994                           O            12/01/32
    0


    8228731          U35/G02             F           74,100.00         ZZ
                                         360         73,957.27          1
                                       8.250            556.69         95
                                       8.000            556.69
    DAVENPORT        IA   52804          5            11/04/02         23
    0434975454                           05           01/01/03          0
    9947758                              O            12/01/32
    0


    8228819          U35/G02             F           95,900.00         ZZ
                                         360         95,745.74          1
                                       9.125            780.27         95
                                       8.875            780.27
    FORT WAYNE       IN   46806          5            11/06/02         23
    0434982872                           05           01/01/03          0
1


    0010027475                           O            12/01/32
    0


    8228827          Q30/G02             F          191,250.00         ZZ
                                         360        190,676.90          1
                                       7.500          1,337.25         85
                                       7.250          1,337.25
    BETHLEHEM        CT   06751          5            10/31/02         34
    0434996740                           05           12/01/02          0
    21017745                             O            11/01/32
    0


    8228857          Q30/G02             F          219,600.00         ZZ
                                         360        219,143.64          1
                                       7.875          1,592.25         90
                                       7.625          1,592.25
    EAST STROUDSBUR  PA   18301          5            11/18/02         34
    0434996781                           03           01/01/03          0
    21018358                             O            12/01/32
    0


    8228907          W35/R44             F           72,000.00         ZZ
                                         360         71,860.32          1
                                       9.625            612.00         90
                                       9.125            612.00
    KOKOMO           IN   46902          5            11/18/02         23
    0435010756                           05           12/22/02          0
    15605                                O            11/22/32
    0


    8229059          S53/R44             F           48,750.00         ZZ
                                         180         48,684.75          2
                                      10.000            427.82         75
                                       9.500            427.82
    MILWAUKEE        WI   53210          5            11/12/02         34
    0434970661                           05           01/01/03          0
    9839272                              N            12/01/17
    0


    8229097          Q30/G02             F          180,200.00         ZZ
                                         240        179,247.19          1
                                       7.750          1,479.35         85
                                       7.500          1,479.35
    DANBURY          CT   06811          5            10/31/02         34
    0435006259                           05           01/01/03          0
    21016874                             O            12/01/22
    0


1


    8229167          U35/G02             F           40,797.00         ZZ
                                         360         40,726.07          1
                                       8.750            320.95         80
                                       8.500            320.95
    PORTAGE          IN   46368          1            11/20/02         34
    0435000708                           05           01/01/03          0
    0010078822                           N            12/01/32
    0


    8229217          X08/R44             F          228,650.00         ZZ
                                         360        228,280.14          1
                                       9.125          1,860.37         80
                                       8.625          1,860.37
    EAGLE MOUNTAIN   UT   84043          5            11/11/02         00
    0434998332                           05           01/01/03          0
    6015771                              O            12/01/32
    0


    8229295          X01/R44             F           60,000.00         ZZ
                                         180         59,452.42          1
                                      10.750            672.57         31
                                      10.250            672.57
    KATY             TX   77450          5            10/25/02         00
    0435005095                           03           12/01/02          0
    02-2741                              O            11/01/17
    0


    8229351          P48/R44             F          147,000.00         ZZ
                                         360        146,781.35          1
                                       9.500          1,236.06         77
                                       9.000          1,236.06
    RICHFIELD        MN   55423          5            11/20/02         34
    0434978789                           05           01/01/03          0
    10162795                             O            12/01/32
    0


    8229373          P48/R44             F          185,000.00         ZZ
                                         360        184,624.34          1
                                       7.990          1,356.18         67
                                       7.490          1,356.18
    WOODBURY         MN   55125          5            11/20/02         34
    0434977088                           05           01/01/03          0
    10145821                             O            12/01/32
    0


    8229463          E65/G02             F           58,500.00         ZZ
                                         360         58,378.42          1
                                       7.875            424.17         90
                                       7.625            424.17
1


    DETROIT          MI   48221          1            11/08/02         34
    0435003975                           05           01/01/03          0
    253277                               N            12/01/32
    0


    8229519          P27/R44             F          112,000.00         ZZ
                                         360        111,810.24          1
                                       8.875            891.12         80
                                       8.375            891.12
    MORENO VALLEY    CA   92555          5            11/04/02         34
    0435000542                           05           01/01/03          0
    2103232535                           O            12/01/32
    0


    8229697          N56/G02             F          133,600.00         ZZ
                                         360        133,292.89          1
                                       7.375            922.74         89
                                       7.125            922.74
    HOLLAND          MI   49424          5            11/19/02         34
    0435008271                           05           01/01/03          0
    7498149                              O            12/01/32
    0


    8229753          P48/G02             F           75,600.00         ZZ
                                         360         75,468.54          1
                                       8.750            594.75         90
                                       8.500            594.75
    NASHWAUK         MN   55769          5            11/19/02         34
    0434978888                           05           01/01/03          0
    10066201                             O            12/01/32
    0


    8229757          G34/G02             F           74,800.00         ZZ
                                         240         74,385.96          1
                                       7.375            596.88         54
                                       7.125            596.88
    CORINTH          TX   76210          1            11/14/02         34
    0435002282                           05           01/01/03          0
    85208805                             O            12/01/22
    0


    8229765          950/R44             F          220,000.00         ZZ
                                         180        217,814.26          1
                                       7.375          2,023.83         80
                                       6.875          2,023.83
    VALLEJO          CA   94591          5            11/06/02         34
    0434989265                           05           01/01/03          0
    AB210026                             O            12/01/17
    0
1




    8230013          737/G02             F           90,000.00         ZZ
                                         360         85,272.34          1
                                       7.500            629.29         60
                                       7.250            629.29
    KENNER           LA   70065          1            11/15/02         34
    0434978516                           05           01/01/03          0
    2094023                              O            12/01/32
    0


    8230037          737/G02             F          100,800.00         ZZ
                                         360        100,610.73          1
                                       8.375            766.15         80
                                       8.125            766.15
    MESA             AZ   85203          1            11/15/02         34
    0435029665                           05           01/01/03          0
    2095657                              O            12/01/32
    0


    8230133          X64/R44             F           52,000.00         ZZ
                                         360         51,914.16          1
                                       9.000            418.40         80
                                       8.500            418.40
    DETROIT          MI   48213          5            11/12/02         00
    0434998522                           05           01/01/03          0
    95030701                             N            12/01/32
    0


    8230135          X64/R44             F           50,000.00         ZZ
                                         360         49,901.21          2
                                       8.125            371.25         53
                                       7.625            371.25
    DETROIT          MI   48213          5            11/12/02         34
    0434997649                           05           01/01/03          0
    MW4495                               O            12/01/32
    0


    8230175          S64/G02             F          141,080.00         ZZ
                                         180        139,260.83          1
                                       7.250          1,287.87         79
                                       7.000          1,287.87
    INDIANAPOLIS     IN   46234          1            11/21/02         00
    0434997276                           03           12/21/02          0
    10210124                             O            11/21/17
    0


    8230255          U35/R44             F           26,000.00         ZZ
                                         360         25,953.60          1
1


                                       8.625            202.23         62
                                       8.125            202.23
    FORT WAYNE       IN   46806          5            11/18/02         34
    0435000765                           05           01/01/03          0
    0010124113                           N            12/01/32
    0


    8230945          E22/G02             F           72,000.00         ZZ
                                         360         71,829.15          1
                                       7.375            497.29         56
                                       7.125            497.29
    OLYMPIA          WA   98513          5            11/13/02         34
    0414926857                           05           01/01/03          0
    0414926857                           O            12/01/32
    0


    8230967          E22/R44             F           57,200.00         ZZ
                                         360         57,103.08          1
                                       8.875            455.11         80
                                       8.375            455.11
    GREENVILLE       SC   29605          5            11/22/02         34
    0415113760                           05           01/01/03          0
    0415113760                           N            12/01/32
    0


    8231007          E22/R44             F           65,000.00         ZZ
                                         360         64,861.48          1
                                       7.750            465.67         61
                                       7.250            465.67
    MIRAMAR          FL   33023          5            11/18/02         34
    0415236314                           05           01/01/03          0
    0415236314                           O            12/01/32
    0


    8231009          E22/G02             F          119,000.00         ZZ
                                         360        118,686.26          4
                                       8.625            925.57         70
                                       8.375            925.57
    RICHMOND         VA   23219          1            11/21/02         34
    0415242387                           05           01/01/03          0
    0415242387                           N            12/01/32
    0


    8231073          E22/G02             F           41,400.00         ZZ
                                         360         41,328.04          1
                                       8.750            325.69         90
                                       8.500            325.69
    MEMPHIS          TN   38108          1            11/22/02         34
    0415350529                           05           01/01/03          0
1


    0415350529                           N            12/01/32
    0


    8231109          E22/G02             F          195,000.00         ZZ
                                         360        194,505.72          1
                                       6.875          1,281.01         73
                                       6.625          1,281.01
    LAKEWOOD         CA   90715          5            11/18/02         34
    0415377019                           05           01/01/03          0
    0415377019                           O            12/01/32
    0


    8231125          E22/G02             F          198,000.00         ZZ
                                         360        197,588.52          1
                                       7.875          1,435.64         75
                                       7.625          1,435.64
    PUEBLO           CO   81004          2            11/22/02         34
    0415432236                           05           01/01/03          0
    0415432236                           N            12/01/32
    0


    8231131          E22/R44             F          101,500.00         ZZ
                                         360        101,278.21          1
                                       7.625            718.41         70
                                       7.125            718.41
    DALEVILLE        VA   24083          1            11/22/02         34
    0415438977                           05           01/01/03          0
    0415438977                           O            12/01/32
    0


    8231201          E22/G02             F           64,500.00         ZZ
                                         360         64,390.71          1
                                       8.875            513.19         93
                                       8.625            513.19
    ANNISTON         AL   36201          5            11/18/02         23
    0415401090                           05           01/01/03          0
    0415401090                           O            12/01/32
    0


    8231215          E22/R44             F           45,750.00         ZZ
                                         360         45,665.65          1
                                       9.750            393.06         75
                                       9.250            393.06
    OKLAHOMA CITY    OK   73111          5            11/22/02         00
    0415420124                           05           01/01/03          0
    0415420124                           N            12/01/32
    0


1


    8231223          E22/R44             F           51,600.00         ZZ
                                         360         51,432.94          1
                                      11.000            491.40         60
                                      10.500            491.40
    JACKSON          TN   38305          1            11/22/02         00
    0415467562                           27           01/01/03          0
    0415467562                           O            12/01/32
    0


    8231227          E22/G02             F           70,550.00         ZZ
                                         360         70,430.46          2
                                       8.875            561.33         85
                                       8.625            561.33
    NEW ORLEANS      LA   70117          1            11/22/02         23
    0415468933                           05           01/01/03          0
    0415468933                           N            12/01/32
    0


    8231899          642/R44             F           83,000.00         ZZ
                                         360         82,866.47          1
                                       9.125            675.32         65
                                       8.625            675.32
    FERNDALE         MI   48220          5            11/15/02         00
    0434981544                           05           01/01/03          0
    11139602                             O            12/01/32
    0


    8232015          F64/G02             F           51,000.00         ZZ
                                         360         50,915.64          1
                                       8.990            409.99         85
                                       8.740            409.99
    READING          PA   19601          5            11/06/02         34
    0434981791                           07           01/01/03          0
    00004096                             N            12/01/32
    0


    8232279          642/G02             F          147,000.00         ZZ
                                         360        146,744.43          1
                                       8.750          1,156.45         95
                                       8.500          1,156.45
    SACO             ME   04072          5            11/14/02         23
    0434983003                           05           01/01/03          0
    10126802                             O            12/01/32
    0


    8232801          Q30/G02             F          184,000.00         ZZ
                                         360        183,654.48          2
                                       8.375          1,398.54         77
                                       8.125          1,398.54
1


    LOWER MAKEFIELD  PA   16067          1            11/04/02         34
    0434991477                           05           01/01/03          0
    21017700                             O            12/01/32
    0


    8232875          W99/G02             F           54,400.00         ZZ
                                         360         54,307.83          1
                                       8.875            432.83         85
                                       8.625            432.83
    CAYCE            SC   29033          5            11/19/02         34
    0435008701                           05           01/01/03          0
    163314002                            O            12/01/32
    0


    8232877          E78/G02             F           47,700.00         ZZ
                                         180         47,614.37          1
                                      10.100            422.13         90
                                       9.850            422.13
    CLEVELAND        OH   44127          1            10/30/02         23
    0435004429                           05           12/01/02          0
    2002092700023                        N            11/01/17
    0


    8232895          E78/G02             F           30,000.00         ZZ
                                         360         29,909.92          1
                                       7.490            209.56         66
                                       7.240            209.56
    ZANESVILLE       OH   43702          5            10/15/02         34
    0435004163                           05           12/01/02          0
    2002090600007                        O            11/01/32
    0


    8232921          E78/R44             F          142,400.00         ZZ
                                         180        140,663.53          1
                                       7.500          1,320.07         80
                                       7.000          1,320.07
    FAIRVIEW PARK    OH   44126          5            10/02/02         34
    0435004445                           05           12/01/02          0
    2002092500028                        O            11/01/17
    0


    8232927          E78/G02             F           83,200.00         ZZ
                                         180         82,872.57          1
                                       7.250            567.57         80
                                       7.000            567.57
    CLEVELAND        OH   44109          5            10/09/02         34
    0435004486                           05           12/01/02          0
    2002092700021                        O            11/01/17
    0
1




    8232929          E78/G02             F           61,750.00         ZZ
                                         360         61,611.32          1
                                       8.990            496.41         95
                                       8.740            496.41
    CLEVELAND        OH   44127          1            10/30/02         23
    0435004494                           05           12/01/02          0
    2002092700026                        O            11/01/32
    0


    8232953          E78/R44             F           51,000.00         ZZ
                                         360         50,919.23          1
                                       9.200            417.72         72
                                       8.700            417.72
    BEAUMONT         TX   77705          1            11/13/02         00
    0435004502                           05           01/01/03          0
    2002100900001                        O            12/01/32
    0


    8232967          E78/R44             F           52,000.00         ZZ
                                         360         51,882.69          1
                                       8.900            414.67         68
                                       8.400            414.67
    LORAIN           OH   44502          5            10/31/02         00
    0435004510                           05           12/01/02          0
    2002101800025                        O            11/01/32
    0


    8232973          E78/G02             F           57,660.00         ZZ
                                         360         57,478.09          1
                                       7.240            392.95         93
                                       6.990            392.95
    DAYTON           OH   45407          5            10/17/02         23
    0435004528                           05           12/01/02          0
    2002100100031                        O            11/01/32
    0


    8232983          E78/G02             F           49,500.00         ZZ
                                         240         49,160.71          1
                                       8.250            421.77         90
                                       8.000            421.77
    OMAHA            NE   68111          5            11/06/02         34
    0435004536                           05           01/01/03          0
    2002102100010                        N            12/01/22
    0


    8233175          E44/G02             F          133,200.00         ZZ
                                         360        132,908.95          1
1


                                       7.625            942.78         80
                                       7.375            942.78
    FARR WEST        UT   84404          2            11/30/02         34
    0434996401                           05           01/01/03          0
    58020571                             N            12/01/32
    0


    8233261          T29/R44             F           40,000.00         ZZ
                                         180         39,669.14          1
                                       8.625            396.83         33
                                       8.125            396.83
    CHEYENNE         WY   82009          5            11/04/02         00
    0435016217                           05           01/01/03          0
    1524361                              O            12/01/17
    0


    8233495          P37/R44             F          121,600.00         ZZ
                                         240        120,951.31          1
                                       9.999          1,173.39         80
                                       9.499          1,173.39
    COAL CENTER      PA   15423          5            10/25/02         00
    0434984738                           05           12/01/02          0
    0208214719                           O            11/01/22
    0


    8233499          P37/R44             F          108,500.00         ZZ
                                         360        108,269.18          1
                                      10.625          1,002.65         70
                                      10.125          1,002.65
    QUINCY           FL   32351          5            10/02/02         34
    0434977484                           05           12/01/02          0
    0208214794                           O            11/01/32
    0


    8233517          P37/R44             F          140,000.00         ZZ
                                         360        139,419.46          1
                                       7.000            931.43         58
                                       6.500            931.43
    BALDWIN PARK     CA   91706          5            09/21/02         34
    0435043989                           05           11/01/02          0
    0208267121                           O            10/01/32
    0


    8233533          P37/R44             F           93,750.00         ZZ
                                         360         93,496.84          3
                                       8.020            689.22         75
                                       7.520            689.22
    POMPANO BEACH    FL   33060          5            10/17/02         34
    0434980272                           05           12/01/02          0
1


    0208298459                           N            11/01/32
    0


    8233553          P37/R44             F          108,800.00         ZZ
                                         180        107,465.92          1
                                       9.990          1,168.50         80
                                       9.490          1,168.50
    SPRING           TX   77379          5            09/11/02         34
    0435107115                           03           11/01/02          0
    0209049729                           O            10/01/17
    0


    8233571          P37/R44             F          158,950.00         T
                                         360        158,589.58          1
                                       8.875          1,264.68         85
                                       8.375          1,264.68
    ROCKPORT         IN   47635          5            10/25/02         23
    0434977096                           05           12/01/02          0
    0209061411                           O            11/01/32
    0


    8233617          P37/G02             F          110,500.00         ZZ
                                         360        110,255.27          1
                                       8.990            888.32         85
                                       8.740            888.32
    PIGEON FORGE     TN   37863          2            10/08/02         23
    0435039532                           05           12/01/02          0
    0209102068                           O            11/01/32
    0


    8233625          P37/R44             F           95,200.00         ZZ
                                         360         94,972.96          1
                                       9.750            817.92         85
                                       9.250            817.92
    HAGERMAN         ID   83332          5            10/03/02         34
    0435057005                           05           12/01/02          0
    0209112763                           O            11/01/32
    0


    8233627          P37/R44             F           87,000.00         ZZ
                                         180         86,069.84          1
                                       8.999            882.37         32
                                       8.499            882.37
    MIAMI            FL   33155          1            10/07/02         00
    0434979829                           05           12/01/02          0
    0209112786                           O            11/01/17
    0


1


    8233653          P37/G02             F          168,000.00         ZZ
                                         360        167,403.97          1
                                       8.000          1,232.73         80
                                       7.750          1,232.73
    CORAM T/O BROOK  NY   11727          5            09/25/02         34
    0434976593                           01           11/01/02          0
    0209134128                           O            10/01/32
    0


    8233655          P37/R44             F          135,000.00         ZZ
                                         360        134,599.46          1
                                       7.550            948.57         62
                                       7.050            948.57
    FONTANA          CA   92336          2            10/18/02         34
    0435052709                           05           12/01/02          0
    0209134174                           O            11/01/32
    0


    8233673          P37/G02             F           82,500.00         ZZ
                                         360         82,270.62          1
                                       7.875            598.19         75
                                       7.625            598.19
    ALLEN            TX   75013          5            10/18/02         34
    0434981890                           05           12/01/02          0
    0209164826                           N            11/01/32
    0


    8233687          P37/R44             F           64,800.00         ZZ
                                         180         64,638.03          1
                                       9.499            544.83         74
                                       8.999            544.83
    NEWTON FALLS     OH   44444          5            09/27/02         34
    0435107099                           05           11/01/02          0
    0209175278                           O            10/01/17
    0


    8233719          P37/R44             F           84,000.00         ZZ
                                         360         83,794.27          1
                                       8.500            645.89         70
                                       8.000            645.89
    MORENO VALLEY    CA   92557          5            10/01/02         34
    0434979092                           05           12/01/02          0
    0209186100                           O            11/01/32
    0


    8233739          P37/R44             F          120,000.00         ZZ
                                         360        119,669.80          1
                                       9.125            976.36         67
                                       8.625            976.36
1


    LOS ANGELES      CA   90047          5            10/03/02         34
    0435044011                           05           12/01/02          0
    0209196713                           O            11/01/32
    0


    8233801          P37/G02             F          108,000.00         ZZ
                                         360        107,684.32          1
                                       7.625            764.42         80
                                       7.375            764.42
    CORNING          CA   96021          5            10/25/02         34
    0435043963                           05           12/01/02          0
    0209237882                           O            11/01/32
    0


    8233811          P37/R44             F           62,000.00         ZZ
                                         180         61,855.99          1
                                       8.759            488.16         78
                                       8.259            488.16
    CLARKSVILLE      TN   37042          5            10/18/02         34
    0434978995                           05           12/01/02          0
    0209248079                           O            11/01/17
    0


    8233827          P37/R44             F           60,000.00         ZZ
                                         180         59,814.93          1
                                       8.999            482.74         48
                                       8.499            482.74
    INDIANAPOLIS     IN   46217          5            10/11/02         00
    0434980827                           05           12/01/02          0
    0209248192                           O            11/01/17
    0


    8233833          P37/R44             F          122,500.00         ZZ
                                         360        122,279.99          1
                                       9.990          1,074.13         63
                                       9.490          1,074.13
    ARLINGTON        TN   38002          5            10/09/02         34
    0434984019                           05           12/01/02          0
    0209248246                           O            11/01/32
    0


    8233835          P37/G02             F           29,700.00         ZZ
                                         360         29,631.24          1
                                       9.000            238.98         90
                                       8.750            238.98
    TAMARAC          FL   33319          5            10/03/02         34
    0435056163                           01           12/01/02          0
    0209248254                           O            11/01/32
    0
1




    8233909          P37/G02             F          148,750.00         ZZ
                                         180        147,011.73          1
                                       7.990          1,420.68         85
                                       7.740          1,420.68
    SACRAMENTO       CA   95823          5            10/11/02         34
    0435043930                           05           12/01/02          0
    0209269394                           O            11/01/17
    0


    8233915          P37/G02             F          172,000.00         ZZ
                                         360        171,430.96          1
                                       6.999          1,144.21         80
                                       6.749          1,144.21
    MIAMI            FL   33185          1            10/09/02         34
    0434981759                           03           12/01/02          0
    0209270003                           O            11/01/32
    0


    8233919          P37/R44             F          105,000.00         ZZ
                                         360        104,710.99          1
                                       7.925            764.98         77
                                       7.425            764.98
    SAINT PETERSBUR  FL   33712          5            10/08/02         34
    0434979514                           05           12/01/02          0
    0209270101                           O            11/01/32
    0


    8233931          P37/R44             F           74,375.00         ZZ
                                         360         74,192.84          1
                                       8.500            571.88         85
                                       8.000            571.88
    WEST PALM BEACH  FL   33415          1            10/14/02         23
    0434984431                           05           12/01/02          0
    0209300277                           N            11/01/32
    0


    8233933          P37/R44             F           48,000.00         ZZ
                                         180         47,486.38          1
                                       8.990            486.57         69
                                       8.490            486.57
    NIOTA            TN   37826          2            10/23/02         34
    0435052469                           05           12/01/02          0
    0209300284                           N            11/01/17
    0


    8233943          P37/R44             F           68,000.00         ZZ
                                         180         67,256.72          1
1


                                       8.750            679.63         85
                                       8.250            679.63
    NIOTA            TN   37826          2            10/23/02         23
    0434977435                           05           12/01/02          0
    0209300305                           O            11/01/17
    0


    8233977          P37/R44             F           60,000.00         ZZ
                                         360         59,855.98          1
                                       8.599            465.57         71
                                       8.099            465.57
    JASPER           IN   47546          5            10/22/02         34
    0435108782                           05           12/01/02          0
    0210021348                           O            11/01/32
    0


    8233979          P37/G02             F           50,000.00         ZZ
                                         360         49,847.18          1
                                       8.259            375.95         70
                                       8.009            375.95
    INDIANAPOLIS     IN   46227          5            10/25/02         34
    0434980322                           05           12/01/02          0
    0210021352                           N            11/01/32
    0


    8233995          P37/G02             F           25,300.00         ZZ
                                         180         25,029.49          1
                                       8.999            256.60         57
                                       8.749            256.60
    INDIANAPOLIS     IN   46201          5            10/17/02         34
    0435118286                           05           12/01/02          0
    0210021394                           N            11/01/17
    0


    8234019          P37/R44             F           70,000.00         ZZ
                                         360         69,807.84          1
                                       7.990            513.15         72
                                       7.490            513.15
    BLANCH           NC   27212          5            10/14/02         34
    0434976619                           05           12/01/02          0
    0210021712                           O            11/01/32
    0


    8234029          P37/R44             F           88,000.00         ZZ
                                         360         87,805.14          1
                                       8.990            707.44         80
                                       8.490            707.44
    TAMPA            FL   33603          5            10/12/02         34
    0434982294                           05           12/01/02          0
1


    0210021817                           O            11/01/32
    0


    8234049          P37/G02             F          230,000.00         ZZ
                                         360        229,344.35          3
                                       7.750          1,647.75         75
                                       7.500          1,647.75
    NATIONAL CITY    CA   91950          5            10/21/02         34
    0434979738                           05           12/01/02          0
    0210032352                           N            11/01/32
    0


    8234057          P37/G02             F           55,300.00         T
                                         360         55,200.88          1
                                       9.999            485.26         70
                                       9.749            485.26
    MURPHY           NC   28906          1            10/21/02         00
    0434982211                           05           12/01/02          0
    0210042707                           O            11/01/32
    0


    8234069          P37/R44             F          115,000.00         ZZ
                                         360        114,717.76          1
                                       8.490            883.44         75
                                       7.990            883.44
    MODESTO          CA   95350          5            10/17/02         34
    0434983060                           05           12/01/02          0
    0210042879                           O            11/01/32
    0


    8234077          X81/G02             F          140,250.00         ZZ
                                         360        139,993.31          2
                                       8.500          1,078.40         85
                                       8.250          1,078.40
    MINNEAPOLIS      MN   55411          5            11/15/02         23
    0434988051                           05           01/01/03          0
    952686                               O            12/01/32
    0


    8234087          P37/R44             F          228,650.00         ZZ
                                         360        228,045.62          1
                                       8.125          1,697.72         85
                                       7.625          1,697.72
    BRONX            NY   10469          2            10/18/02         34
    0434979696                           05           12/01/02          0
    0210073258                           O            11/01/32
    0


1


    8234091          P37/G02             F           92,000.00         ZZ
                                         360         91,737.75          1
                                       7.750            659.10         80
                                       7.500            659.10
    BOYNTON BEACH    FL   33437          5            10/24/02         34
    0434977377                           03           12/01/02          0
    0210073288                           O            11/01/32
    0


    8234095          P37/G02             F          300,000.00         ZZ
                                         360        297,061.96          1
                                       7.990          2,199.21         80
                                       7.740          2,199.21
    FRESH MEADOWS    NY   11365          5            10/23/02         34
    0435037080                           05           12/01/02          0
    0210073298                           O            11/01/32
    0


    8234109          P37/G02             F          123,200.00         ZZ
                                         180        122,866.01          1
                                       8.000            904.00         80
                                       7.750            904.00
    PRAIRIE VILLAGE  KS   66208          1            10/11/02         34
    0434980421                           05           12/01/02          0
    0210073514                           N            11/01/17
    0


    8234125          P37/G02             F          127,000.00         ZZ
                                         240        125,955.70          1
                                       6.500            946.88         80
                                       6.250            946.88
    BELLEAIR BLUFFS  FL   33770          5            10/17/02         34
    0435059415                           05           12/01/02          0
    0210083883                           O            11/01/22
    0


    8234139          P37/R44             F           60,000.00         ZZ
                                         180         59,880.75          1
                                       9.509            504.91         75
                                       9.009            504.91
    GARRETT          IN   46738          5            10/15/02         34
    0435037171                           05           12/01/02          0
    0210094449                           O            11/01/17
    0


    8234187          P37/R44             F           44,000.00         ZZ
                                         180         43,902.72          1
                                       8.999            354.01         80
                                       8.499            354.01
1


    DAYTON           OH   45404          5            10/16/02         34
    0435039516                           05           12/01/02          0
    0210105144                           N            11/01/17
    0


    8234189          P37/R44             F           60,000.00         ZZ
                                         180         59,890.17          1
                                       9.900            522.12         62
                                       9.400            522.12
    SANDSTON         VA   23150          5            10/25/02         00
    0435036975                           05           12/01/02          0
    0210105147                           O            11/01/17
    0


    8234191          P37/G02             F          104,800.00         ZZ
                                         180        104,496.29          1
                                       7.679            745.67         80
                                       7.429            745.67
    FRANKFORT        KY   40601          5            10/22/02         34
    0435037031                           05           12/01/02          0
    0210105163                           O            11/01/17
    0


    8234195          P37/G02             F           86,700.00         ZZ
                                         180         86,375.51          1
                                       6.875            569.56         72
                                       6.625            569.56
    COLUMBUS         OH   43204          5            10/23/02         34
    0435053145                           05           12/01/02          0
    0210105178                           N            11/01/17
    0


    8234197          P37/G02             F           52,500.00         ZZ
                                         180         51,879.42          1
                                       7.859            497.46         70
                                       7.609            497.46
    PARIS CROSSING   IN   47270          5            10/26/02         00
    0434981981                           05           12/01/02          0
    0210105184                           O            11/01/17
    0


    8234237          P37/R44             F          329,000.00         ZZ
                                         360        327,884.85          1
                                       6.875          2,161.30         77
                                       6.375          2,161.30
    MILPITAS         CA   95035          2            10/28/02         00
    0435059696                           05           12/01/02          0
    0210116127                           N            11/01/32
    0
1




    8234249          P37/R44             F           35,700.00         ZZ
                                         360         34,091.59          1
                                       9.250            293.70         70
                                       8.750            293.70
    CHATTANOOGA      TN   37407          5            10/22/02         00
    0434981957                           05           12/01/02          0
    0210146353                           O            11/01/32
    0


    8234251          P37/R44             F          112,500.00         ZZ
                                         180        112,211.97          1
                                       8.299            849.06         75
                                       7.799            849.06
    OAK PARK         MI   48237          5            10/23/02         34
    0434979068                           05           12/01/02          0
    0210146358                           O            11/01/17
    0


    8234295          P37/G02             F           64,000.00         ZZ
                                         180         63,826.45          1
                                       7.999            469.57         80
                                       7.749            469.57
    LOUISVILLE       IL   62858          5            10/25/02         34
    0434979795                           05           12/01/02          0
    0210146396                           O            11/01/17
    0


    8234319          P37/R44             F          290,000.00         ZZ
                                         360        289,108.75          2
                                       7.375          2,002.96         83
                                       6.875          2,002.96
    STATEN ISLAND    NY   10308          5            10/26/02         34
    0434977062                           05           12/01/02          0
    0210156939                           O            11/01/32
    0


    8234383          P37/G02             F           73,600.00         ZZ
                                         180         72,768.46          1
                                       8.375            719.39         80
                                       8.125            719.39
    KNOXVILLE        TN   37914          5            10/21/02         34
    0434982054                           05           12/01/02          0
    0210178127                           O            11/01/17
    0


    8234397          P37/R44             F           46,200.00         ZZ
                                         360         46,051.59          1
1


                                       7.500            323.04         70
                                       7.000            323.04
    NIAGARA FALLS    NY   14301          5            10/30/02         34
    0434980439                           05           12/01/02          0
    0210178421                           N            11/01/32
    0


    8234405          P37/R44             F          120,000.00         ZZ
                                         360        119,706.10          1
                                       8.500            922.70         80
                                       8.000            922.70
    NASHVILLE        TN   37206          5            10/25/02         00
    0435044045                           05           12/01/02          0
    0210188787                           N            11/01/32
    0


    8234411          P37/G02             F          140,250.00         ZZ
                                         180        139,809.16          1
                                       7.259            957.61         85
                                       7.009            957.61
    WEST CHESTER     OH   45069          5            10/24/02         34
    0434982740                           05           12/01/02          0
    0210188960                           O            11/01/17
    0


    8234417          P37/R44             F           63,750.00         ZZ
                                         180         63,593.84          1
                                       8.500            490.19         75
                                       8.000            490.19
    PORTSMOUTH       VA   23704          5            10/29/02         00
    0434982138                           05           12/01/02          0
    0210189146                           N            11/01/17
    0


    8234419          P37/G02             F          178,400.00         ZZ
                                         360        177,937.99          1
                                       8.250          1,340.26         80
                                       8.000          1,340.26
    LOVELAND         CO   80538          2            10/25/02         34
    0434983300                           05           12/01/02          0
    0210189167                           O            11/01/32
    0


    8234439          P37/R44             F           88,400.00         ZZ
                                         180         88,188.24          1
                                       8.609            686.57         85
                                       8.109            686.57
    TERRE HAUTE      IN   47803          5            10/25/02         34
    0434980504                           05           12/01/02          0
1


    0210219489                           O            11/01/17
    0


    8234457          P37/R44             F          116,000.00         ZZ
                                         180        115,682.93          1
                                       8.499            891.86         78
                                       7.999            891.86
    GREENVILLE       OH   45331          5            10/25/02         34
    0434979431                           05           12/01/02          0
    0210220184                           O            11/01/17
    0


    8234477          P37/R44             F           45,000.00         ZZ
                                         360         44,919.18          1
                                       9.990            394.58         65
                                       9.490            394.58
    CROSSVILLE       TN   38555          5            10/30/02         00
    0434982021                           05           12/01/02          0
    0210230876                           N            11/01/32
    0


    8234611          K60/G02             F           33,600.00         ZZ
                                         360         33,506.78          1
                                       9.700            287.44         80
                                       9.450            287.44
    NEWPORT NEWS     VA   23607          5            11/05/02         34
    0435010145                           05           12/01/02          0
    0000069205                           N            11/01/32
    0


    8234621          K60/R44             F           48,750.00         ZZ
                                         180         48,103.49          1
                                      10.400            535.86         75
                                       9.900            535.86
    MIDWEST CITY     OK   73110          5            11/04/02         34
    0435002597                           05           01/01/03          0
    0000071452                           O            12/01/17
    0


    8234707          K60/G02             F           47,500.00         ZZ
                                         360         47,432.25          1
                                       9.700            406.36         75
                                       9.450            406.36
    OKLAHOMA CITY    OK   73111          5            11/14/02         34
    0435010376                           05           01/01/03          0
    0000071837                           N            12/01/32
    0


1


    8234959          S27/G02             F          206,950.00         ZZ
                                         360        206,508.96          1
                                       7.750          1,482.62         79
                                       7.500          1,482.62
    OAK LAWN         IL   60453          5            11/14/02         34
    0435058789                           05           01/01/03          0
    1830003495                           O            12/01/32
    0


    8234979          E22/G02             F          144,500.00         ZZ
                                         180        143,306.56          2
                                       8.625          1,433.56         85
                                       8.375          1,433.56
    MIRAMAR          FL   33023          5            11/20/02         34
    0415169762                           05           01/01/03          0
    0415169762                           N            12/01/17
    0


    8234985          E22/G02             F           83,200.00         ZZ
                                         360         83,043.78          1
                                       8.375            632.38         80
                                       8.125            632.38
    MANSFIELD        TX   76063          5            11/22/02         34
    0415177815                           05           01/01/03          0
    0415177815                           N            12/01/32
    0


    8234999          E22/R44             F           84,150.00         ZZ
                                         360         84,021.51          1
                                       9.375            699.92         90
                                       8.875            699.92
    HARTSELLE        AL   35640          1            11/25/02         34
    0415208974                           05           01/01/03          0
    0415208974                           O            12/01/32
    0


    8235011          E22/R44             F           73,000.00         ZZ
                                         180         72,334.45          1
                                       7.500            676.72         66
                                       7.000            676.72
    HOUSTON          TX   77083          5            11/20/02         34
    0415257062                           03           01/01/03          0
    0415257062                           O            12/01/17
    0


    8235077          E22/G02             F           61,383.00         ZZ
                                         360         61,242.00          1
                                       7.375            423.96         75
                                       7.125            423.96
1


    CHARLESTON       SC   29406          5            11/20/02         34
    0415350958                           05           01/01/03          0
    0415350958                           O            12/01/32
    0


    8235089          E22/G02             F          196,000.00         ZZ
                                         360        195,582.30          1
                                       7.750          1,404.17         80
                                       7.500          1,404.17
    MAGNOLIA         TX   77355          5            11/18/02         34
    0415362243                           05           01/01/03          0
    0415362243                           O            12/01/32
    0


    8235105          E22/G02             F          142,500.00         ZZ
                                         360        142,223.10          1
                                       8.250          1,070.55         95
                                       8.000          1,070.55
    KENNEWICK        WA   99337          5            11/12/02         23
    0415369958                           05           01/01/03          0
    0415369958                           O            12/01/32
    0


    8235107          E22/G02             F          100,000.00         ZZ
                                         180         99,107.92          3
                                       7.750            941.28         68
                                       7.500            941.28
    COLTON           CA   92324          2            11/14/02         34
    0415370311                           05           01/01/03          0
    0415370311                           O            12/01/17
    0


    8235109          E22/G02             F          148,700.00         ZZ
                                         360        147,963.11          1
                                       7.500          1,039.73         85
                                       7.250          1,039.73
    MIAMI            FL   33133          5            11/19/02         34
    0415371806                           05           01/01/03          0
    0415371806                           O            12/01/32
    0


    8235115          E22/R44             F           63,000.00         ZZ
                                         180         62,473.87          1
                                       8.500            620.39         55
                                       8.000            620.39
    CLEVELAND HEIGH  OH   44121          5            11/19/02         00
    0415373083                           05           01/01/03          0
    0415373083                           O            12/01/17
    0
1




    8235129          E22/G02             F           46,900.00         ZZ
                                         360         46,769.61          1
                                       7.875            340.06         74
                                       7.625            340.06
    BETHANY          OK   73008          5            11/18/02         34
    0415427376                           05           01/01/03          0
    0415427376                           O            12/01/32
    0


    8235135          E22/G02             F           81,500.00         ZZ
                                         360         81,343.03          1
                                       8.250            612.28         83
                                       8.000            612.28
    PUEBLO           CO   81005          2            11/25/02         34
    0415430743                           05           01/01/03          0
    0415430743                           N            12/01/32
    0


    8235177          E22/G02             F          180,000.00         ZZ
                                         360        179,635.23          1
                                       8.000          1,320.78         80
                                       7.750          1,320.78
    RED OAK          TX   75154          5            11/18/02         34
    0415447770                           05           01/01/03          0
    0415447770                           O            12/01/32
    0


    8235187          E22/R44             F          100,000.00         ZZ
                                         360         99,802.41          1
                                       8.125            742.50         79
                                       7.625            742.50
    BROKEN ARROW     OK   74014          5            11/19/02         34
    0415477942                           05           01/01/03          0
    0415477942                           O            12/01/32
    0


    8235189          E22/G02             F          131,513.00         ZZ
                                         360        131,225.63          1
                                       7.625            930.84         78
                                       7.375            930.84
    HORSESHOE BAY    TX   78657          5            11/20/02         34
    0415479310                           03           01/01/03          0
    0415479310                           O            12/01/32
    0


    8235193          E22/R44             F           46,500.00         ZZ
                                         360         46,422.77          1
1


                                       9.500            391.00         75
                                       9.000            391.00
    MEMPHIS          TN   38107          5            11/20/02         00
    0415484062                           05           01/01/03          0
    0415484062                           O            12/01/32
    0


    8235199          E22/G02             F           45,200.00         ZZ
                                         180         44,796.78          1
                                       7.750            425.46         85
                                       7.500            425.46
    FLORENCE         AL   35630          1            11/25/02         34
    0415487677                           05           01/01/03          0
    0415487677                           O            12/01/17
    0


    8235203          E22/G02             F          128,000.00         ZZ
                                         360        127,771.66          1
                                       8.625            995.57         95
                                       8.375            995.57
    DURHAM           NC   27704          2            11/19/02         34
    0415488758                           05           01/01/03          0
    0415488758                           O            12/01/32
    0


    8235215          T23/R44             F           48,000.00         ZZ
                                         360         47,931.56          1
                                       9.700            410.63         75
                                       9.200            410.63
    HAMILTON         OH   45011          5            11/21/02         00
    0435004569                           05           01/01/03          0
    5785                                 N            12/01/32
    0


    8235233          E22/G02             F           48,000.00         T
                                         360         47,900.26          1
                                       7.875            348.03         80
                                       7.625            348.03
    JACKSON          MS   39206          5            11/25/02         34
    0415557719                           05           01/01/03          0
    0415557719                           O            12/01/32
    0


    8235257          E22/G02             F           80,000.00         ZZ
                                         360         79,748.39          1
                                       7.750            573.13         79
                                       7.500            573.13
    FORT WORTH       TX   76114          5            11/19/02         34
    0414895466                           05           01/01/03          0
1


    0414895466                           O            12/01/32
    0


    8235271          E22/G02             F           56,000.00         ZZ
                                         120         55,003.70          1
                                       6.625            639.44         70
                                       6.375            639.44
    HOT SPRINGS      AR   71913          5            11/19/02         34
    0415025196                           05           01/01/03          0
    0415025196                           O            12/01/12
    0


    8235301          E22/R44             F          112,000.00         ZZ
                                         360        111,778.71          1
                                       8.125            831.60         75
                                       7.625            831.60
    BURLINGTON       WA   98233          5            11/18/02         34
    0415212992                           05           01/01/03          0
    0415212992                           O            12/01/32
    0


    8235333          E22/G02             F          123,000.00         ZZ
                                         360        122,769.04          1
                                       8.375            934.89         82
                                       8.125            934.89
    ALBERTVILLE      AL   35950          2            11/19/02         34
    0415241017                           05           01/01/03          0
    0415241017                           O            12/01/32
    0


    8235341          E22/R44             F          126,000.00         ZZ
                                         360        125,745.66          1
                                       9.125          1,025.18         90
                                       8.625          1,025.18
    ST LOUIS         MO   63135          5            11/19/02         34
    0415246552                           05           01/01/03          0
    0415246552                           O            12/01/32
    0


    8235373          E22/R44             F           92,000.00         ZZ
                                         360         91,732.45          1
                                       8.500            707.40         67
                                       8.000            707.40
    MIAMI            FL   33142          5            11/20/02         00
    0415310523                           05           01/01/03          0
    0415310523                           O            12/01/32
    0


1


    8235387          E22/R44             F          124,900.00         ZZ
                                         360        124,704.25          1
                                       9.250          1,027.52         90
                                       8.750          1,027.52
    MOSCOW           PA   18444          1            11/25/02         34
    0415318047                           05           01/01/03          0
    0415318047                           O            12/01/32
    0


    8235455          E22/G02             F           72,000.00         ZZ
                                         360         71,854.10          1
                                       8.000            528.31         80
                                       7.750            528.31
    CLEARWATER       FL   33755          5            11/25/02         34
    0415392380                           05           01/01/03          0
    0415392380                           N            12/01/32
    0


    8235483          E22/G02             F          157,750.00         ZZ
                                         360        157,341.44          1
                                       7.500          1,103.01         71
                                       7.250          1,103.01
    MANSFIELD        CT   06250          5            11/20/02         00
    0415413160                           05           01/01/03          0
    0415413160                           O            12/01/32
    0


    8235487          E22/G02             F          220,000.00         ZZ
                                         360        219,554.20          1
                                       8.000          1,614.28         87
                                       7.750          1,614.28
    CARP LAKE        MI   49718          5            11/20/02         34
    0415417310                           05           01/01/03          0
    0415417310                           O            12/01/32
    0


    8235503          E22/G02             F           41,600.00         ZZ
                                         180         41,244.83          1
                                       8.250            403.58         80
                                       8.000            403.58
    ROSSER           TX   75157          5            11/20/02         34
    0415464924                           05           01/01/03          0
    0415464924                           O            12/01/17
    0


    8235505          W39/R44             F           60,000.00         ZZ
                                         360         59,908.38          1
                                       9.375            499.05         77
                                       8.875            499.05
1


    MONTGOMERY       AL   36105          2            11/21/02         34
    0435007281                           05           01/01/03          0
    LA024241                             N            12/01/32
    0


    8235507          E22/G02             F          165,000.00         ZZ
                                         360        164,690.18          1
                                       8.375          1,254.12         76
                                       8.125          1,254.12
    FARMINGTON       MI   48336          5            11/19/02         34
    0415465897                           05           01/01/03          0
    0415465897                           O            12/01/32
    0


    8235521          E22/G02             F           98,000.00         ZZ
                                         180         97,116.19          1
                                       7.625            915.45         79
                                       7.375            915.45
    INDIAHOMA        OK   73552          5            11/07/02         34
    0415348515                           05           01/01/03          0
    0415348515                           O            12/01/17
    0


    8235607          Q64/R44             F           30,400.00         ZZ
                                         360         30,345.28          1
                                      10.000            266.79         80
                                       9.500            266.79
    SLIDELL          LA   70460          1            11/01/02         00
    0435003470                           05           12/01/02          0
    0104513502                           O            11/01/32
    0


    8235611          Q64/G02             F           31,900.00         ZZ
                                         360         31,832.96          1
                                       9.875            277.01         90
                                       9.625            277.01
    CLEVELAND        TN   37323          1            11/08/02         34
    0434981486                           05           01/01/03          0
    0305161002                           N            12/01/32
    0


    8235635          Q64/G02             F           20,800.00         ZZ
                                         180         20,631.97          1
                                       8.875            209.43         80
                                       8.625            209.43
    DAYTONA BEACH    FL   32114          1            11/08/02         34
    0435003207                           05           01/01/03          0
    0105130603                           N            12/01/17
    0
1




    8235655          Q64/G02             F           38,000.00         ZZ
                                         360         37,904.52          1
                                       8.375            288.83         85
                                       8.125            288.83
    COAL CITY        IN   47427          5            10/25/02         34
    0435004916                           05           12/01/02          0
    0304914302                           O            11/01/32
    0


    8235741          Q64/G02             F           38,000.00         ZZ
                                         180         37,689.75          1
                                       9.125            388.26         95
                                       8.875            388.26
    SPRINGFIELD      TN   37172          5            11/11/02         23
    0435002753                           05           01/01/03          0
    3451488005                           O            12/01/17
    0


    8235749          Q64/G02             F           61,750.00         ZZ
                                         360         61,645.35          1
                                       8.875            491.32         95
                                       8.625            491.32
    PHENIX CITY      AL   36869          5            11/08/02         23
    0435002993                           05           01/01/03          0
    0105240105                           O            12/01/32
    0


    8235763          Q64/R44             F           48,840.00         ZZ
                                         180         48,792.72          1
                                      11.500            483.66         20
                                      11.000            483.66
    MIAMI            FL   33186          1            11/06/02         00
    0435003132                           03           01/01/03          0
    0105152201                           O            12/01/17
    0


    8235977          T87/T87             F          295,000.00         ZZ
                                         360        294,248.55          1
                                       6.850          1,933.02         90
                                       6.350          1,933.02
    GRAFTON          MA   01536          1            11/14/02         23
    1010023973                           01           01/01/03          0
    1010023973                           O            12/01/32
    0


    8236011          T87/T87             F           91,750.00         ZZ
                                         360         91,447.33          1
1


                                       5.500            520.95         68
                                       5.000            520.95
    NASHUA           NH   03060          5            11/14/02         00
    1010023655                           05           01/01/03          0
    1010023655                           O            12/01/32
    0


    8236015          T87/T87             F          108,000.00         ZZ
                                         360        107,767.52          1
                                       7.700            770.00         80
                                       7.200            770.00
    COLUMBUS         OH   43231          5            11/13/02         00
    1010023926                           05           01/01/03          0
    1010023926                           O            12/01/32
    0


    8236019          T87/T87             F           72,000.00         ZZ
                                         360         71,841.86          1
                                       7.600            508.38         90
                                       7.100            508.38
    MARYVILLE        TN   37803          5            11/20/02         23
    3030023845                           05           01/01/03          0
    3030023845                           N            12/01/32
    0


    8236021          T87/T87             F           58,500.00         ZZ
                                         360         58,395.09          1
                                       8.600            453.97         90
                                       8.100            453.97
    CINCINNATI       OH   45251          1            11/06/02         23
    1010023715                           05           01/01/03          0
    1010023715                           N            12/01/32
    0


    8236025          T87/T87             F          124,000.00         ZZ
                                         360        123,698.04          1
                                       7.250            845.90         80
                                       6.750            845.90
    POWELL           TN   37849          5            11/12/02         00
    3030023731                           05           01/01/03          0
    3030023731                           O            12/01/32
    0


    8236027          T87/T87             F          186,000.00         ZZ
                                         360        185,275.27          1
                                       7.000          1,237.47         48
                                       6.500          1,237.47
    TOPSHAM          ME   04086          5            11/15/02         00
    1010023848                           05           01/01/03          0
1


    1010023848                           O            12/01/32
    0


    8236029          T87/T87             F          198,800.00         ZZ
                                         360        198,215.79          1
                                       6.350          1,237.01         80
                                       5.850          1,237.01
    TEMECULA         CA   92591          1            11/20/02         00
    4040009884                           03           01/01/03          0
    4040009884                           O            12/01/32
    0


    8236031          T87/T87             F           73,800.00         ZZ
                                         360         73,668.99          1
                                       8.650            575.33         90
                                       8.150            575.33
    GULFPORT         MS   39501          1            11/14/02         23
    3030023678                           05           01/01/03          0
    3030023678                           N            12/01/32
    0


    8236035          T87/T87             F          100,000.00         ZZ
                                         360         99,737.70          1
                                       6.700            645.28         80
                                       6.200            645.28
    ATHENS           AL   35613          5            11/13/02         00
    3030023628                           05           01/01/03          0
    3030023628                           O            12/01/32
    0


    8236037          T87/T87             F          166,900.00         ZZ
                                         360        166,349.44          1
                                       5.500            947.64         63
                                       5.000            947.64
    NEWTOWN          CT   06482          2            11/14/02         00
    1010023905                           05           01/01/03          0
    1010023905                           O            12/01/32
    0


    8236039          T87/T87             F          135,000.00         ZZ
                                         360        134,495.67          1
                                       7.500            943.94         54
                                       7.000            943.94
    SILVER SPRING    MD   20906          5            11/14/02         00
    1010023975                           05           01/01/03          0
    1010023975                           O            12/01/32
    0


1


    8236045          T87/T87             F          105,000.00         ZZ
                                         360        104,733.95          1
                                       7.550            737.78         71
                                       7.050            737.78
    BOARDMAN         OH   44512          5            11/13/02         00
    1010023978                           05           01/01/03          0
    1010023978                           O            12/01/32
    0


    8236047          T87/T87             F           74,800.00         ZZ
                                         360         74,628.19          1
                                       7.375            516.63         85
                                       6.875            516.63
    NEW BRITAIN      CT   06051          2            11/19/02         23
    1010023913                           05           01/01/03          0
    1010023913                           N            12/01/32
    0


    8236049          T87/T87             F          156,750.00         ZZ
                                         360        156,353.06          1
                                       6.880          1,030.26         75
                                       6.380          1,030.26
    FRANKLIN         TN   37069          5            11/14/02         00
    3030023835                           09           01/01/03          0
    3030023835                           O            12/01/32
    0


    8236051          T87/T87             F          337,500.00         ZZ
                                         360        336,941.61          3
                                       8.990          2,713.18         90
                                       8.490          2,713.18
    BRONX            NY   10460          1            11/20/02         23
    1010023554                           05           01/01/03          0
    1010023554                           O            12/01/32
    0


    8236053          T87/T87             F          168,000.00         ZZ
                                         360        167,645.54          1
                                       7.800          1,209.39         80
                                       7.300          1,209.39
    FARMINGTON       NH   03835          1            11/18/02         00
    1010023204                           05           01/01/03          0
    1010023204                           O            12/01/32
    0


    8236055          T87/T87             F          313,500.00         ZZ
                                         360        312,716.91          1
                                       6.950          2,075.21         95
                                       6.450          2,075.21
1


    FLOSSMOOR        IL   60422          5            11/08/02         23
    2020028854                           05           01/01/03          0
    2020028854                           O            12/01/32
    0


    8236057          T87/T87             F          160,000.00         ZZ
                                         360        159,588.41          1
                                       6.800          1,043.09         80
                                       6.300          1,043.09
    OVIEDO           FL   32765          1            11/06/02         00
    3030023617                           05           01/01/03          0
    3030023617                           O            12/01/32
    0


    8236059          T87/T87             F          160,650.00         ZZ
                                         360        160,248.72          1
                                       6.950          1,063.42         85
                                       6.450          1,063.42
    WARWICK          RI   02888          5            11/08/02         23
    1010023842                           05           01/01/03          0
    1010023842                           O            12/01/32
    0


    8236061          T87/T87             F          125,100.00         ZZ
                                         360        124,845.98          1
                                       7.990            917.07         90
                                       7.490            917.07
    MADERA           CA   93637          5            11/08/02         23
    4040010024                           05           01/01/03          0
    4040010024                           O            12/01/32
    0


    8236063          T87/T87             F          225,250.00         ZZ
                                         336        224,485.33          1
                                       6.990          1,529.34         85
                                       6.490          1,529.34
    HOLLISTON        MA   01746          5            11/11/02         23
    6000011409                           05           01/01/03          0
    6000011409                           O            12/01/30
    0


    8236065          T87/T87             F          112,500.00         ZZ
                                         240        111,783.00          1
                                       6.200            819.02         73
                                       5.700            819.02
    PERRIS           CA   92570          5            11/11/02         00
    4040009871                           05           01/01/03          0
    4040009871                           O            12/01/22
    0
1




    8236069          T87/T87             F           71,000.00         ZZ
                                         240         70,522.63          1
                                       7.700            580.69         90
                                       7.200            580.69
    BALTIMORE        MD   21239          5            11/08/02         23
    1010023814                           07           01/01/03          0
    1010023814                           O            12/01/22
    0


    8236071          T87/T87             F          223,200.00         ZZ
                                         180        222,150.25          1
                                       6.750          1,447.68         80
                                       6.250          1,447.68
    COLUMBIA         MD   21045          5            11/15/02         00
    1010023733                           05           01/01/03          0
    1010023733                           O            12/01/17
    0


    8236075          T87/T87             F          110,400.00         ZZ
                                         180        110,134.88          1
                                       7.150            745.65         80
                                       6.650            745.65
    WICKLIFFE        OH   44092          1            11/15/02         00
    1010023353                           05           01/01/03          0
    1010023353                           O            12/01/17
    0


    8236077          T87/T87             F           68,850.00         ZZ
                                         180         68,721.36          1
                                       8.400            524.53         90
                                       7.900            524.53
    FT WAYNE         IN   46805          1            11/18/02         23
    1010023770                           05           01/01/03          0
    1010023770                           N            12/01/17
    0


    8236079          T87/T87             F           61,650.00         ZZ
                                         180         61,477.08          1
                                       8.400            469.68         90
                                       7.900            469.68
    FORT WAYNE       IN   46805          1            11/18/02         23
    1010023774                           05           01/01/03          0
    1010023774                           N            12/01/17
    0


    8236081          T87/T87             F          114,000.00         ZZ
                                         180        113,787.02          4
1


                                       8.400            868.50         90
                                       7.900            868.50
    FORT WAYNE       IN   46805          5            11/18/02         23
    1010023775                           05           01/01/03          0
    1010023775                           N            12/01/17
    0


    8236083          T87/T87             F          198,000.00         ZZ
                                         180        197,644.94          1
                                       8.600          1,536.51         90
                                       8.100          1,536.51
    CHICAGO          IL   60617          1            11/19/02         23
    2020028858                           05           01/01/03          0
    2020028858                           N            12/01/17
    0


    8236085          T87/T87             F          118,800.00         ZZ
                                         177        117,816.57          1
                                       8.940          1,210.44         90
                                       8.440          1,210.44
    LAWRENCE         PA   15055          5            11/13/02         23
    6100001463                           05           01/01/03          0
    6100001463                           O            09/01/17
    0


    8236087          T87/T87             F          100,000.00         ZZ
                                         180         98,984.94          1
                                       6.250            857.43         51
                                       5.750            857.43
    LOWELL           MA   01852          5            11/08/02         00
    1010023887                           01           01/01/03          0
    1010023887                           O            12/01/17
    0


    8236089          T87/T87             F           96,600.00         ZZ
                                         180         95,749.48          1
                                       7.900            917.60         72
                                       7.400            917.60
    HERMITAGE        TN   37076          5            11/12/02         00
    3030023805                           05           01/01/03          0
    3030023805                           O            12/01/17
    0


    8236091          T87/T87             F          105,400.00         ZZ
                                         180        104,541.03          1
                                       8.775          1,054.98         85
                                       8.275          1,054.98
    DETROIT          MI   48235          5            11/08/02         23
    6000011336                           05           01/01/03          0
1


    6000011336                           O            12/01/17
    0


    8236095          T87/T87             F           30,000.00         ZZ
                                         180         29,757.14          1
                                       8.850            301.61         63
                                       8.350            301.61
    MOBILE           AL   36606          5            11/12/02         00
    3030023752                           05           01/01/03          0
    3030023752                           O            12/01/17
    0


    8236097          T87/T87             F           92,000.00         ZZ
                                         240         91,398.94          1
                                       5.990            658.59         28
                                       5.490            658.59
    FRAMINGHAM       MA   01701          2            11/08/02         00
    1010023873                           05           01/01/03          0
    1010023873                           O            12/01/22
    0


    8236099          T87/T87             F           80,750.00         ZZ
                                         240         80,324.98          1
                                       7.787            664.79         85
                                       7.287            664.79
    BROWNSBURG       IN   46112          5            11/15/02         23
    6000011745                           05           01/01/03          0
    6000011745                           O            12/01/22
    0


    8236101          T87/T87             F           68,600.00         ZZ
                                         320         68,376.26          1
                                       6.962            472.17         70
                                       6.462            472.17
    KISSIMMEE        FL   34758          5            11/13/02         00
    6000012019                           09           01/01/03          0
    6000012019                           O            08/01/29
    0


    8236103          T87/T87             F          240,000.00         ZZ
                                         348        239,499.48          1
                                       8.305          1,826.69         80
                                       7.805          1,826.69
    BOHEMIA          NY   11716          5            11/08/02         00
    6000011878                           05           01/01/03          0
    6000011878                           O            12/01/31
    0


1


    8236107          T87/T87             F          300,000.00         ZZ
                                         360        299,336.20          1
                                       7.562          2,110.50         59
                                       7.062          2,110.50
    STATEN ISLAND    NY   10304          5            11/14/02         00
    6000011699                           05           01/01/03          0
    6000011699                           O            12/01/32
    0


    8236109          T87/T87             F          265,000.00         ZZ
                                         360        264,461.92          2
                                       7.990          1,942.63         56
                                       7.490          1,942.63
    BROOKLYN         NY   11238          5            11/14/02         00
    1010023818                           05           01/01/03          0
    1010023818                           O            12/01/32
    0


    8236113          T87/T87             F          307,500.00         ZZ
                                         360        306,851.22          1
                                       7.800          2,213.61         72
                                       7.300          2,213.61
    SILVER SPRING    MD   20904          5            11/15/02         00
    1010023999                           05           01/01/03          0
    1010023999                           O            12/01/32
    0


    8236115          T87/T87             F          348,500.00         ZZ
                                         360        347,750.68          1
                                       8.000          2,557.17         85
                                       7.500          2,557.17
    LAKE IN THE HIL  IL   60156          5            11/08/02         23
    2020028643                           09           01/01/03          0
    2020028643                           O            12/01/32
    0


    8236117          T87/T87             F          330,300.00         ZZ
                                         360        329,629.31          1
                                       7.990          2,421.33         90
                                       7.490          2,421.33
    CENTEREACH       NY   11720          5            11/15/02         23
    1010023608                           05           01/01/03          0
    1010023608                           O            12/01/32
    0


    8236119          T87/T87             F          273,700.00         ZZ
                                         360        273,188.69          1
                                       8.400          2,085.15         85
                                       7.900          2,085.15
1


    VALLEY COTTAGE   NY   10989          2            11/12/02         23
    1010023616                           05           01/01/03          0
    1010023616                           O            12/01/32
    0


    8236121          T87/T87             F          155,000.00         ZZ
                                         360        154,597.38          1
                                       6.750          1,005.33         55
                                       6.250          1,005.33
    TRUSSVILLE       AL   35173          5            11/15/02         00
    3030023738                           05           01/01/03          0
    3030023738                           O            12/01/32
    0


    8236123          T87/T87             F          180,000.00         ZZ
                                         360        179,702.79          3
                                       9.000          1,448.33         67
                                       8.500          1,448.33
    LYNN             MA   01905          5            11/14/02         00
    1010023531                           05           01/01/03          0
    1010023531                           N            12/01/32
    0


    8236125          T87/T87             F          180,000.00         ZZ
                                         360        179,545.92          1
                                       6.900          1,185.49         75
                                       6.400          1,185.49
    JUPITER          FL   33477          5            11/08/02         00
    6000011505                           01           01/01/03          0
    6000011505                           O            12/01/32
    0


    8236131          T87/T87             F          206,100.00         ZZ
                                         360        205,585.17          1
                                       6.950          1,364.28         90
                                       6.450          1,364.28
    STRATFORD        CT   06614          5            11/15/02         23
    1010023880                           05           01/01/03          0
    1010023880                           O            12/01/32
    0


    8236135          T87/T87             F          204,300.00         ZZ
                                         360        203,729.29          1
                                       6.850          1,338.70         90
                                       6.350          1,338.70
    BELLINGHAM       MA   02019          2            11/12/02         23
    1010023894                           05           01/01/03          0
    1010023894                           O            12/01/32
    0
1




    8236137          T87/T87             F          159,000.00         ZZ
                                         360        158,756.07          1
                                       7.350          1,095.47         80
                                       6.850          1,095.47
    BIRMINGHAM       AL   35216          5            11/11/02         00
    3030023688                           05           02/01/03          0
    3030023688                           O            01/01/33
    0


    8236139          T87/T87             F          131,076.00         ZZ
                                         360        130,773.44          1
                                       7.350            903.08         80
                                       6.850            903.08
    DURHAM           NC   27703          1            11/20/02         00
    3030023744                           03           01/01/03          0
    3030023744                           O            12/01/32
    0


    8236141          T87/T87             F          128,800.00         ZZ
                                         360        128,508.52          1
                                       7.450            896.19         80
                                       6.950            896.19
    FRESNO           CA   93727          1            11/14/02         00
    4040009969                           05           01/01/03          0
    4040009969                           O            12/01/32
    0


    8236143          T87/T87             F          100,000.00         ZZ
                                         360         99,629.13          1
                                       6.250            615.72         65
                                       5.750            615.72
    FINLEYVILLE      PA   15332          1            11/19/02         00
    1010023906                           05           01/01/03          0
    1010023906                           O            12/01/32
    0


    8236145          T87/T87             F          123,200.00         ZZ
                                         360        122,987.99          2
                                       8.800            973.62         80
                                       8.300            973.62
    MANCHESTER       CT   06040          5            11/13/02         00
    1010023157                           05           01/01/03          0
    1010023157                           O            12/01/32
    0


    8236147          T87/T87             F          105,000.00         ZZ
                                         360        104,755.22          1
1


                                       7.300            719.85         70
                                       6.800            719.85
    PORTLAND         OR   97206          5            11/13/02         00
    6000011691                           05           01/15/03          0
    6000011691                           O            12/15/32
    0


    8236149          T87/T87             F          121,210.00         ZZ
                                         360        120,975.30          1
                                       8.225            908.49         85
                                       7.725            908.49
    RICHMOND         KY   40475          1            11/18/02         23
    3030023847                           05           01/01/03          0
    3030023847                           N            12/01/32
    0


    8236153          T87/T87             F           84,300.00         ZZ
                                         360         84,148.83          1
                                       8.600            654.18         70
                                       8.100            654.18
    SARASOTA         FL   34232          5            11/18/02         00
    7000003227                           05           01/01/03          0
    7000003227                           N            12/01/32
    0


    8236161          T87/T87             F           88,000.00         ZZ
                                         360         87,850.10          1
                                       8.850            698.60         80
                                       8.350            698.60
    CLANTON          AL   35045          5            11/14/02         00
    3030023712                           05           01/01/03          0
    3030023712                           O            12/01/32
    0


    8236163          T87/T87             F           85,600.00         ZZ
                                         360         85,413.87          1
                                       7.650            607.35         80
                                       7.150            607.35
    DUNLAP           IL   61525          5            11/12/02         00
    3030023822                           05           01/01/03          0
    3030023822                           O            12/01/32
    0


    8236165          T87/T87             F           77,350.00         ZZ
                                         360         77,176.46          1
                                       7.500            540.85         85
                                       7.000            540.85
    COLUMBIA         TN   38401          5            11/18/02         23
    3030023704                           05           01/01/03          0
1


    3030023704                           N            12/01/32
    0


    8236167          T87/T87             F           68,400.00         ZZ
                                         360         68,257.11          1
                                       7.850            494.77         80
                                       7.350            494.77
    BROKEN ARROW     OK   74011          1            11/15/02         00
    3030023556                           05           01/01/03          0
    3030023556                           O            12/01/32
    0


    8236171          T87/T87             F           62,000.00         ZZ
                                         360         61,886.51          1
                                       8.500            476.73         90
                                       8.000            476.73
    DANVILLE         KY   40422          5            11/12/02         23
    7000003594                           05           01/01/03          0
    7000003594                           O            12/01/32
    0


    8236173          T87/T87             F           54,400.00         ZZ
                                         360         54,273.15          1
                                       7.300            372.96         80
                                       6.800            372.96
    MOSHANNON        PA   16859          5            11/08/02         00
    8080016250                           05           01/01/03          0
    8080016250                           O            12/01/32
    0


    8236175          T87/T87             F           48,600.00         ZZ
                                         360         48,509.19          2
                                       8.400            370.26         90
                                       7.900            370.26
    LORAIN           OH   44052          1            11/14/02         23
    1010023606                           05           01/01/03          0
    1010023606                           N            12/01/32
    0


    8236177          T87/T87             F           15,000.00         ZZ
                                         120         14,788.29          1
                                      10.800            204.94         15
                                      10.300            204.94
    WATERBURY        CT   06704          1            11/11/02         00
    7000003396                           01           01/01/03          0
    7000003396                           O            12/01/12
    0


1


    8236179          T87/T87             F           36,450.00         ZZ
                                         168         36,173.89          1
                                      11.500            437.43         15
                                      11.000            437.43
    MANORVILLE       NY   11949          1            11/08/02         00
    6000012007                           05           01/01/03          0
    6000012007                           O            12/01/16
    0


    8236181          T87/T87             F           42,400.00         ZZ
                                         180         42,131.41          1
                                      11.950            507.51         20
                                      11.450            507.51
    ST. LOUIS        MO   63129          5            11/14/02         00
    2020028881                           05           01/01/03          0
    2020028881                           O            12/01/17
    0


    8236183          T87/T87             F           34,184.00         ZZ
                                         180         33,974.70          1
                                      11.900            408.07         22
                                      11.400            408.07
    PORT DEPOSIT     MD   21904          1            11/13/02         00
    1010023783                           05           01/01/03          0
    1010023783                           O            12/01/17
    0


    8236185          T87/T87             F           31,200.00         ZZ
                                         180         30,999.81          1
                                      11.400            362.50         20
                                      10.900            362.50
    MARYLAND HEIGHT  MO   63043          5            11/14/02         00
    2020028912                           05           01/01/03          0
    2020028912                           O            12/01/17
    0


    8236187          T87/T87             F           29,460.00         ZZ
                                         180         29,434.46          1
                                      12.000            303.03         20
                                      11.500            303.03
    PORTLAND         OR   97236          1            11/20/02         00
    4040010112                           05           01/01/03          0
    4040010112                           O            12/01/17
    0


    8236189          T87/T87             F           26,400.00         ZZ
                                         180         26,250.14          1
                                      12.700            328.83         20
                                      12.200            328.83
1


    TONAWANDA        NY   14223          5            11/15/02         00
    8080016235                           05           01/01/03          0
    8080016235                           O            12/01/17
    0


    8236193          T87/T87             F          200,000.00         ZZ
                                         240        199,177.23          3
                                       9.750          1,897.04         39
                                       9.250          1,897.04
    WATERTOWN        MA   02472          2            11/13/02         00
    1010023568                           05           01/01/03          0
    1010023568                           O            12/01/22
    0


    8236195          T87/T87             F           58,000.00         ZZ
                                         240         57,820.47          1
                                      12.150            644.71         20
                                      11.650            644.71
    LAKE IN THE HIL  IL   60156          5            11/08/02         00
    2020028898                           09           01/01/03          0
    2020028898                           O            12/01/22
    0


    8236197          W35/G02             F           49,500.00         ZZ
                                         360         49,390.36          1
                                       8.990            397.94         90
                                       8.740            397.94
    DAYTON           OH   45410          1            11/12/02         34
    0435001508                           05           12/12/02          0
    15198                                N            11/12/32
    0


    8236199          T87/T87             F           65,000.00         ZZ
                                         240         64,778.55          1
                                      11.200            679.80         32
                                      10.700            679.80
    BALTIMORE        MD   21244          5            11/11/02         00
    1010023908                           05           01/01/03          0
    1010023908                           O            12/01/22
    0


    8236201          T87/T87             F           22,800.00         ZZ
                                         240         22,702.10          1
                                       9.450            211.79         14
                                       8.950            211.79
    YORK             PA   17402          5            11/11/02         00
    1010023917                           05           01/01/03          0
    1010023917                           O            12/01/22
    0
1




    8236203          T87/T87             F           31,000.00         ZZ
                                         240         30,905.04          1
                                      12.000            341.34         20
                                      11.500            341.34
    WEST HARTFORD    CT   06110          5            11/13/02         00
    1010023698                           05           01/01/03          0
    1010023698                           O            12/01/22
    0


    8236205          T87/T87             F           29,870.00         ZZ
                                         240         29,764.13          1
                                      10.900            306.29         20
                                      10.400            306.29
    TAMPA            FL   33624          1            11/19/02         00
    3030023781                           05           01/01/03          0
    3030023781                           O            12/01/22
    0


    8236209          T87/T87             F           32,769.00         ZZ
                                         300         32,702.68          1
                                      10.700            314.10         20
                                      10.200            314.10
    DURHAM           NC   27703          1            11/20/02         00
    3030023745                           09           01/01/03          0
    3030023745                           O            12/01/27
    0


    8236211          T87/T87             F          209,700.00         ZZ
                                         180        209,253.10          1
                                       7.750          1,502.32         90
                                       7.250          1,502.32
    HOPATCONG        NJ   07843          5            11/08/02         23
    1010023884                           05           01/01/03          0
    1010023884                           O            12/01/17
    0


    8236213          T87/T87             F          150,000.00         ZZ
                                         180        149,632.60          1
                                       7.050          1,003.00         67
                                       6.550          1,003.00
    HOPATCONG        NJ   07843          5            11/08/02         00
    1010023883                           05           01/01/03          0
    1010023883                           O            12/01/17
    0


    8236215          T87/T87             F           90,000.00         ZZ
                                         180         89,826.65          1
1


                                       8.250            676.14         20
                                       7.750            676.14
    HENDERSONVILLE   TN   37075          1            11/15/02         00
    3030023861                           05           01/01/03          0
    3030023861                           O            12/01/17
    0


    8236217          T87/T87             F           66,000.00         ZZ
                                         180         65,947.62          1
                                      12.400            699.28         20
                                      11.900            699.28
    CARMEL           NY   10541          5            11/12/02         00
    1010023896                           05           01/01/03          0
    1010023896                           O            12/01/17
    0


    8236219          T87/T87             F           35,000.00         ZZ
                                         180         34,937.95          1
                                      10.450            318.86         13
                                       9.950            318.86
    FAIRFIELD        CA   94585          5            11/12/02         00
    4040009974                           05           01/01/03          0
    4040009974                           O            12/01/17
    0


    8236221          T87/T87             F           54,580.00         ZZ
                                         180         54,512.65          1
                                      11.850            555.13         20
                                      11.350            555.13
    LOWELL           MA   01854          1            10/25/02         00
    1010023037                           05           12/01/02          0
    1010023037                           O            11/01/17
    0


    8236223          T87/T87             F           34,000.00         ZZ
                                         180         33,975.31          1
                                      12.800            370.81         20
                                      12.300            370.81
    WEST WARWICK     RI   02893          2            11/09/02         00
    6100001521                           05           01/01/03          0
    6100001521                           O            12/01/17
    0


    8236225          T87/T87             F           31,600.00         ZZ
                                         180         31,573.78          1
                                      12.200            329.92         20
                                      11.700            329.92
    BLACKLICK        OH   43004          5            11/14/02         00
    1010023938                           05           01/01/03          0
1


    1010023938                           O            12/01/17
    0


    8236229          T87/T87             F           27,600.00         ZZ
                                         180         27,581.89          1
                                      13.250            310.72         20
                                      12.750            310.72
    ST CHARLES       MO   63303          5            11/14/02         00
    2020028838                           05           01/01/03          0
    2020028838                           O            12/01/17
    0


    8236231          T87/T87             F           27,000.00         ZZ
                                         180         26,962.68          1
                                       9.850            233.96         20
                                       9.350            233.96
    COLUMBUS         OH   43231          5            11/13/02         00
    1010023928                           05           01/01/03          0
    1010023928                           O            12/01/17
    0


    8236233          T87/T87             F           23,000.00         ZZ
                                         180         22,969.13          1
                                       9.990            201.68         20
                                       9.490            201.68
    REYNOLDSBURG     OH   43068          1            11/19/02         00
    1010023878                           05           01/01/03          0
    1010023878                           O            12/01/17
    0


    8236241          313/G02             F          120,000.00         ZZ
                                         360        119,731.14          2
                                       7.500            839.06         86
                                       7.250            839.06
    CHICAGO          IL   60609          5            11/12/02         34
    0435002936                           05           01/01/03          0
    0009157892                           O            12/01/32
    0


    8236433          X81/G02             F          130,000.00         ZZ
                                         360        129,755.91          1
                                       8.375            988.09         67
                                       8.125            988.09
    MINNEAPOLIS      MN   55407          5            11/14/02         34
    0434988267                           05           01/01/03          0
    952681                               O            12/01/32
    0


1


    8236437          B39/G02             F          175,000.00         ZZ
                                         360        174,598.06          2
                                       7.375          1,208.68         67
                                       7.125          1,208.68
    SHOREVIEW        MN   55126          5            11/22/02         34
    0435069398                           05           01/01/03          0
    20023136F                            N            12/01/32
    0


    8236457          B76/R44             F           44,000.00         ZZ
                                         180         43,925.43          1
                                       8.875            350.09         80
                                       8.375            350.09
    INKSTER          MI   48141          1            11/21/02         34
    0435066204                           05           01/01/03          0
    0004604922                           N            12/01/17
    0


    8236731          Q31/R44             F           75,000.00         ZZ
                                         360         74,869.59          1
                                       8.750            590.03         89
                                       8.250            590.03
    EAST CHICAGO     IN   46312          5            11/22/02         34
    0435115217                           05           01/01/03          0
    SD875560                             O            12/01/32
    0


    8236739          T23/R44             F          115,500.00         ZZ
                                         360        115,342.12          1
                                       9.900          1,005.07         70
                                       9.400          1,005.07
    PATASKALA        OH   43062          5            11/19/02         00
    0435004601                           05           01/01/03          0
    5773                                 O            12/01/32
    0


    8236743          P01/R44             F          103,456.00         ZZ
                                         360        103,289.56          1
                                       9.125            841.76         80
                                       8.625            841.76
    WARNERVILLE      NY   12187          1            11/07/02         34
    0435019948                           05           01/01/03          0
    02003198                             O            12/01/32
    0


    8236777          P01/R44             F           73,000.00         T
                                         360         72,834.48          1
                                       8.875            580.82         77
                                       8.375            580.82
1


    CAROGA LAKE      NY   12032          5            10/30/02         34
    0435093349                           05           12/04/02          0
    02003191                             O            11/04/32
    0


    8236785          Q73/R44             F           43,400.00         ZZ
                                         360         42,913.76          1
                                       8.375            329.87         70
                                       7.875            329.87
    GULFPORT         MS   39503          1            10/31/02         34
    0435008164                           05           12/01/02          0
    2983688                              N            11/01/32
    0


    8236861          T23/R44             F           69,000.00         ZZ
                                         180         68,197.90          1
                                       8.050            661.39         73
                                       7.550            661.39
    NEWARK           OH   43055          5            11/21/02         34
    0435003702                           05           12/26/02          0
    5788                                 O            11/26/17
    0


    8237019          K39/R44             F          135,900.00         ZZ
                                         360        135,522.45          1
                                       8.990          1,092.51         90
                                       8.490          1,092.51
    HOLLIDAYSBURG    PA   16648          5            10/14/02         23
    0435059951                           05           11/18/02          0
    040408586                            O            10/18/32
    0


    8237027          883/G02             F          247,500.00         ZZ
                                         360        246,945.50          1
                                       7.500          1,730.56         75
                                       7.250          1,730.56
    HILLSBOROUGH     NC   27278          5            11/12/02         34
    0435012703                           05           01/01/03          0
    24000164                             O            12/01/32
    0


    8237105          B39/G02             F          170,100.00         ZZ
                                         360        169,788.68          1
                                       8.500          1,307.92         90
                                       8.250          1,307.92
    ROBBINSDALE      MN   55422          5            11/20/02         34
    0435034095                           05           01/01/03          0
    20023021                             O            12/01/32
    0
1




    8237113          H93/G02             F          122,000.00         ZZ
                                         360        121,746.48          1
                                       7.875            884.58         72
                                       7.625            884.58
    SARASOTA         FL   34232          2            11/19/02         34
    0435006549                           05           01/01/03          0
    2002002000                           O            12/01/32
    0


    8237149          T23/G02             F           98,325.00         ZZ
                                         360         98,107.28          1
                                       8.990            790.44         95
                                       8.740            790.44
    NEW PARIS        OH   45347          5            11/18/02         34
    0435012596                           05           12/22/02          0
    5767                                 O            11/22/32
    0


    8237175          830/G02             F          260,000.00         ZZ
                                         360        259,372.53          1
                                       7.125          1,751.67         80
                                       6.875          1,751.67
    SANDY            UT   84093          5            11/07/02         34
    0435012786                           05           01/01/03          0
    02080047                             O            12/01/32
    0


    8237183          W28/G02             F           74,000.00         ZZ
                                         360         73,864.55          1
                                       8.500            569.00         88
                                       8.250            569.00
    DETROIT          MI   48227          5            11/21/02         34
    0435003983                           05           01/01/03          0
    338419                               N            12/01/32
    0


    8237239          B28/G02             F           72,250.00         ZZ
                                         360         72,001.48          1
                                       8.500            555.54         85
                                       8.250            555.54
    PUEBLO           CO   81004          5            11/19/02         34
    0434992376                           05           01/01/03          0
    00021001                             O            12/01/32
    0


    8237353          Q30/G02             F          260,000.00         ZZ
                                         360        259,293.73          2
1


                                       7.990          1,905.98         80
                                       7.740          1,905.98
    DANBURY          CT   06810          5            10/31/02         34
    0435034780                           05           12/01/02          0
    21018091                             O            11/01/32
    0


    8237381          P29/R44             F           39,800.00         ZZ
                                         180         39,734.29          1
                                       9.000            320.24         69
                                       8.500            320.24
    JANESVILLE       IA   50647          5            11/22/02         34
    0435052261                           05           01/01/03          0
    10190289                             O            12/01/17
    0


    8237931          P29/R44             F           41,400.00         ZZ
                                         180         41,333.41          1
                                       9.125            336.84         90
                                       8.625            336.84
    WATERLOO         IA   50703          5            11/22/02         34
    0435027172                           05           01/01/03          0
    10163015                             O            12/01/17
    0


    8237951          642/G02             F          153,000.00         ZZ
                                         360        152,648.60          1
                                       7.375          1,056.73         85
                                       7.125          1,056.73
    ORIENT           OH   43146          5            11/22/02         34
    0434987855                           03           01/01/03          0
    10198702                             O            12/01/32
    0


    8238657          E82/G02             F           51,900.00         ZZ
                                         360         51,794.84          2
                                       8.000            380.82         67
                                       7.750            380.82
    PUEBLO           CO   81001          2            11/29/02         34
    0400728804                           05           01/01/03          0
    1986590                              N            12/01/32
    0


    8238663          E82/G02             F           64,600.00         ZZ
                                         360         64,379.65          1
                                       7.875            468.39         76
                                       7.625            468.39
    KANNAPOLIS       NC   28081          2            11/27/02         00
    0400716262                           05           01/01/03          0
1


    4053164                              N            12/01/32
    0


    8238667          E82/G02             F           65,500.00         ZZ
                                         360         65,363.88          1
                                       7.875            474.92         78
                                       7.625            474.92
    KANNAPOLIS       NC   28081          2            11/27/02         00
    0400716296                           05           01/01/03          0
    4053163                              N            12/01/32
    0


    8238671          E82/G02             F           61,800.00         ZZ
                                         360         61,671.57          1
                                       7.875            448.09         74
                                       7.625            448.09
    KANNAPOLIS       NC   28081          2            11/27/02         00
    0400716288                           05           01/01/03          0
    4053162                              N            12/01/32
    0


    8238685          E22/G02             F          152,000.00         ZZ
                                         360        151,624.04          1
                                       7.000          1,011.26         39
                                       6.750          1,011.26
    WOODBURN         OR   97071          5            11/21/02         00
    0415348739                           05           01/01/03          0
    0415348739                           O            12/01/32
    0


    8238701          E82/G02             F          150,000.00         ZZ
                                         360        149,672.24          1
                                       7.625          1,061.69         70
                                       7.375          1,061.69
    LAS VEGAS        NV   89129          2            11/26/02         00
    0400738365                           05           01/01/03          0
    1509374                              O            12/01/32
    0


    8238723          E22/G02             F           72,000.00         ZZ
                                         360         71,868.21          1
                                       8.500            553.62         90
                                       8.250            553.62
    DETROIT          MI   48210          5            11/26/02         23
    0415361070                           05           01/01/03          0
    0415361070                           N            12/01/32
    0


1


    8238741          E22/G02             F           84,000.00         ZZ
                                         360         83,754.84          1
                                       7.875            609.06         80
                                       7.625            609.06
    AUSTIN           TX   78758          5            11/20/02         34
    0415370683                           05           01/01/03          0
    0415370683                           O            12/01/32
    0


    8238743          E22/G02             F          117,000.00         ZZ
                                         180        116,022.91          1
                                       8.500          1,152.15         90
                                       8.250          1,152.15
    CLEARWATER       FL   33756          5            11/26/02         34
    0415370964                           05           01/01/03          0
    0415370964                           N            12/01/17
    0


    8238747          E22/G02             F          101,700.00         ZZ
                                         360        101,504.10          1
                                       8.250            764.04         90
                                       8.000            764.04
    OKLAHOMA CITY    OK   73170          5            11/26/02         34
    0415379700                           05           01/01/03          0
    0415379700                           N            12/01/32
    0


    8238761          E22/G02             F           26,500.00         ZZ
                                         180         26,263.60          1
                                       7.750            249.44         46
                                       7.500            249.44
    MEMPHIS          TN   38109          5            11/21/02         00
    0415383629                           05           01/01/03          0
    0415383629                           O            12/01/17
    0


    8238767          E22/R44             F          110,700.00         ZZ
                                         360        110,492.13          1
                                       8.375            841.40         90
                                       7.875            841.40
    GENESEO          IL   61254          5            11/21/02         34
    0415387588                           05           01/01/03          0
    0415387588                           O            12/01/32
    0


    8238777          E22/G02             F          104,000.00         ZZ
                                         240        103,388.41          1
                                       6.875            798.53         78
                                       6.625            798.53
1


    NEWBERRY         SC   29108          5            11/21/02         34
    0415396381                           05           01/01/03          0
    0415396381                           O            12/01/22
    0


    8238791          E22/G02             F          112,000.00         ZZ
                                         360        111,761.32          1
                                       7.750            802.38         78
                                       7.500            802.38
    PORT CHARLOTTE   FL   33948          5            11/21/02         34
    0415406966                           05           01/01/03          0
    0415406966                           O            12/01/32
    0


    8238793          E22/R44             F           34,320.00         ZZ
                                         360         34,260.32          1
                                       8.750            270.00         80
                                       8.250            270.00
    EUCLID           OH   44117          1            11/26/02         34
    0415408137                           07           01/01/03          0
    0415408137                           N            12/01/32
    0


    8238857          E22/G02             F           42,500.00         ZZ
                                         360         42,424.19          1
                                       8.625            330.56         85
                                       8.375            330.56
    MEMPHIS          TN   38112          5            11/21/02         34
    0415483213                           05           01/01/03          0
    0415483213                           O            12/01/32
    0


    8238905          E22/G02             F           54,000.00         ZZ
                                         360         53,901.17          1
                                       8.500            415.21         90
                                       8.250            415.21
    BROKEN ARROW     OK   74014          1            11/26/02         34
    0414549758                           05           01/01/03          0
    0414549758                           N            12/01/32
    0


    8238909          E22/G02             F           94,800.00         ZZ
                                         360         94,602.99          1
                                       7.875            687.37         80
                                       7.625            687.37
    HARWOOD          TX   78632          5            11/21/02         34
    0414779959                           05           01/01/03          0
    0414779959                           O            12/01/32
    0
1




    8238931          E22/G02             F          106,250.00         ZZ
                                         360        106,069.99          2
                                       8.875            845.37         85
                                       8.625            845.37
    COLUMBUS         OH   43227          5            11/26/02         34
    0415045301                           05           01/01/03          0
    0415045301                           N            12/01/32
    0


    8238939          E22/G02             F          157,500.00         T
                                         360        157,155.83          1
                                       7.625          1,114.78         68
                                       7.375          1,114.78
    BIG PINE KEY     FL   33043          5            11/22/02         34
    0415078823                           05           01/01/03          0
    0415078823                           O            12/01/32
    0


    8238989          E22/G02             F          128,000.00         ZZ
                                         360        127,683.39          1
                                       7.000            851.59         65
                                       6.750            851.59
    TWAIN HARTE      CA   95383          5            11/14/02         34
    0415437227                           05           01/01/03          0
    0415437227                           O            12/01/32
    0


    8238995          E22/R44             F          117,600.00         ZZ
                                         360        117,390.21          1
                                       8.625            914.68         80
                                       8.125            914.68
    LEAGUE CITY      TX   77573          5            11/20/02         34
    0415440874                           05           01/01/03          0
    0415440874                           O            12/01/32
    0


    8239001          E22/G02             F          166,400.00         ZZ
                                         360        166,054.18          1
                                       7.875          1,206.52         80
                                       7.625          1,206.52
    DALLAS           TX   75244          5            11/21/02         34
    0415442656                           05           01/01/03          0
    0415442656                           O            12/01/32
    0


    8239023          E22/R44             F          113,400.00         ZZ
                                         360        113,231.33          1
1


                                       9.500            953.53         90
                                       9.000            953.53
    HOUSTON          TX   77083          2            11/21/02         34
    0415154657                           03           01/01/03          0
    0415154657                           O            12/01/32
    0


    8239029          E22/G02             F           65,250.00         T
                                         180         64,667.94          1
                                       7.750            614.18         90
                                       7.500            614.18
    MENTON           AL   35984          5            11/26/02         34
    0415167493                           05           01/01/03          0
    0415167493                           O            12/01/17
    0


    8239031          E22/R44             F           41,800.00         ZZ
                                         360         41,737.82          1
                                       9.500            351.48         89
                                       9.000            351.48
    JOHNSTON         SC   29832          5            11/21/02         34
    0415173434                           05           01/01/03          0
    0415173434                           O            12/01/32
    0


    8239035          W35/G02             F           25,500.00         ZZ
                                         360         25,437.52          1
                                       8.500            196.08         85
                                       8.250            196.08
    MUNCIE           IN   47303          5            11/21/02         34
    0435019658                           05           12/21/02          0
    15344                                N            11/21/32
    0


    8239045          E22/G02             F           64,000.00         ZZ
                                         360         63,751.26          1
                                       7.875            464.04         74
                                       7.625            464.04
    NORTHWOOD        OH   43619          5            11/22/02         34
    0415204692                           05           01/01/03          0
    0415204692                           O            12/01/32
    0


    8239049          E22/G02             F          101,700.00         ZZ
                                         360        101,469.52          1
                                       7.500            711.10         90
                                       7.250            711.10
    SEVIERVILLE      TN   37876          5            11/21/02         34
    0415215656                           05           01/01/03          0
1


    0415215656                           O            12/01/32
    0


    8239055          E22/G02             F           63,900.00         ZZ
                                         180         63,342.32          1
                                       8.000            610.66         90
                                       7.750            610.66
    BIRMINGHAM       AL   35211          5            11/21/02         34
    0415220284                           05           01/01/03          0
    0415220284                           O            12/01/17
    0


    8239067          E22/G02             F           32,250.00         ZZ
                                         360         32,184.65          1
                                       8.000            236.64         75
                                       7.750            236.64
    MIAMI            FL   33173          1            11/26/02         34
    0415235969                           01           01/01/03          0
    0415235969                           N            12/01/32
    0


    8239069          E22/R44             F           33,600.00         ZZ
                                         360         33,548.69          1
                                       9.375            279.47         80
                                       8.875            279.47
    HUNTSVILLE       AL   35805          1            11/26/02         00
    0415236702                           05           01/01/03          0
    0415236702                           O            12/01/32
    0


    8239093          E22/G02             F           70,400.00         ZZ
                                         360         70,249.99          1
                                       7.750            504.35         80
                                       7.500            504.35
    CORPUS CHRISTI   TX   78413          2            11/21/02         34
    0415274778                           05           01/01/03          0
    0415274778                           O            12/01/32
    0


    8239101          E22/G02             F          195,500.00         ZZ
                                         360        195,062.58          1
                                       8.375          1,485.94         85
                                       8.125          1,485.94
    GAINES           MI   48436          5            11/21/02         34
    0415299080                           05           01/01/03          0
    0415299080                           O            12/01/32
    0


1


    8239141          W35/G02             F           67,500.00         ZZ
                                         360         67,316.65          1
                                       7.990            494.82         90
                                       7.740            494.82
    BEECH GROVE      IN   46107          1            11/19/02         23
    0435019559                           05           12/19/02          0
    15371                                N            11/19/32
    0


    8239255          P27/G02             F          338,000.00         ZZ
                                         180        334,850.86          1
                                       7.250          3,085.48         87
                                       7.000          3,085.48
    OXNARD           CA   93030          5            11/15/02         34
    0435142617                           05           01/01/03          0
    7700872151                           O            12/01/17
    0


    8239323          S64/R44             F           23,000.00         ZZ
                                         120         22,480.46          1
                                       8.375            283.63         54
                                       7.875            283.63
    KENDALLVILLE     IN   46755          5            11/22/02         00
    0435071121                           05           12/27/02          0
    022101039                            O            11/27/12
    0


    8239375          P34/G02             F          239,700.00         ZZ
                                         360        238,676.53          1
                                       8.000          1,758.84         85
                                       7.750          1,758.84
    DALE CITY        VA   22193          5            10/24/02         34
    0435056882                           05           12/01/02          0
    15484                                O            11/01/32
    0


    8239457          E65/G02             F           56,700.00         ZZ
                                         360         56,598.84          1
                                       8.625            441.01         90
                                       8.375            441.01
    INDIANAPOLIS     IN   46201          1            11/19/02         34
    0435042924                           05           01/01/03          0
    253893                               N            12/01/32
    0


    8239507          S11/G02             F          165,000.00         ZZ
                                         360        164,550.09          1
                                       6.500          1,042.91         62
                                       6.250          1,042.91
1


    ANAHEIM          CA   92802          2            11/20/02         34
    0435109632                           05           01/01/03          0
    10209723                             O            12/01/32
    0


    8239577          W30/R44             F          102,500.00         ZZ
                                         360        102,134.32          1
                                       7.750            734.32         50
                                       7.250            734.32
    PEMBROKE         MA   02359          5            09/26/02         00
    0434975983                           01           11/01/02          0
    02060673                             O            10/01/32
    0


    8239617          W30/R44             F          245,000.00         ZZ
                                         360        244,208.06          1
                                       8.250          1,840.60         62
                                       7.750          1,840.60
    NEWBURY          MA   01951          5            09/25/02         34
    0434975058                           05           11/01/02          0
    02070487                             O            10/01/32
    0


    8239625          Y08/R44             F           18,776.00         ZZ
                                         180         18,762.08          1
                                      13.990            222.32         15
                                      13.490            222.32
    ARLINGTON        TX   76001          1            10/29/02         00
    0434973939                           05           12/01/02          0
    2303907                              O            11/01/17
    0


    8239627          Y08/R44             F           25,740.00         ZZ
                                         180         25,721.09          1
                                      12.740            279.51         20
                                      12.240            279.51
    CEDAR HILL       TX   75104          1            11/12/02         00
    0434975819                           05           01/01/03          0
    2304414                              O            12/01/17
    0


    8239631          Y08/R44             F           24,488.00         ZZ
                                         180         24,280.93          1
                                      13.990            325.95         15
                                      13.490            325.95
    ELIZABETHTOWN    KY   42701          1            10/03/02         00
    0434973095                           05           11/01/02          0
    2304560                              O            10/01/17
    0
1




    8239633          Y08/R44             F           17,850.00         ZZ
                                         360         17,840.10          1
                                      13.990            211.36         15
                                      13.490            211.36
    COLUMBUS         OH   43227          1            11/13/02         00
    0434979340                           05           01/01/03          0
    2304836                              O            12/01/32
    0


    8239635          Y08/R44             F           13,000.00         ZZ
                                         180         12,990.34          1
                                      13.990            153.93         10
                                      13.490            153.93
    WYLIE            TX   75098          1            10/30/02         00
    0434972964                           05           12/01/02          0
    2304919                              O            11/01/17
    0


    8239639          Y08/R44             F           13,050.00         ZZ
                                         180         13,042.78          1
                                      13.990            154.52         15
                                      13.490            154.52
    KELLER           TX   76248          1            11/07/02         00
    0434973947                           05           01/01/03          0
    2309632                              O            12/01/17
    0


    8239641          Y08/R44             F           14,400.00         ZZ
                                         180         14,389.30          1
                                      13.990            170.51         10
                                      13.490            170.51
    LANSING          IL   60438          1            10/31/02         00
    0434975934                           05           12/01/02          0
    2309805                              O            11/01/17
    0


    8239643          Y08/R44             F           21,742.00         ZZ
                                         180         21,725.87          1
                                      13.990            257.44         15
                                      13.490            257.44
    ARLINGTON        TX   76018          1            10/31/02         00
    0434977054                           05           12/01/02          0
    2313659                              O            11/01/17
    0


    8239645          Y08/R44             F           34,514.00         ZZ
                                         180         34,494.90          1
1


                                      13.990            408.67         15
                                      13.490            408.67
    ARGYLE           TX   76226          1            11/04/02         00
    0434974424                           05           01/01/03          0
    2314463                              O            12/01/17
    0


    8239647          Y08/R44             F           20,235.00         ZZ
                                         180         20,218.35          1
                                      12.240            211.89         15
                                      11.740            211.89
    CLEBURNE         TX   76033          1            11/08/02         00
    0434983219                           05           01/01/03          0
    2314502                              O            12/01/17
    0


    8239649          Y08/R44             F           24,000.00         ZZ
                                         180         23,982.18          1
                                      13.990            284.18         15
                                      13.490            284.18
    THE COLONY       TX   75056          1            10/29/02         00
    0434979456                           05           12/01/02          0
    2314507                              O            11/01/17
    0


    8239651          Y08/R44             F           13,500.00         ZZ
                                         180         13,489.98          1
                                      13.990            159.85         15
                                      13.490            159.85
    DALLAS           TX   75254          1            10/30/02         00
    0434975884                           07           12/01/02          0
    2314520                              O            11/01/17
    0


    8239653          Y08/R44             F           13,200.00         ZZ
                                         180         13,190.18          1
                                      13.990            156.30         15
                                      13.490            156.30
    GRAND PRAIRIE    TX   75052          1            11/01/02         00
    0434975645                           05           12/01/02          0
    2314562                              O            11/01/17
    0


    8239655          Y08/R44             F           14,925.00         ZZ
                                         180         14,913.93          1
                                      13.990            176.72         15
                                      13.490            176.72
    MESQUITE         TX   75150          1            10/30/02         00
    0434975769                           05           12/01/02          0
1


    2314638                              O            11/01/17
    0


    8239659          U18/G02             F           55,250.00         ZZ
                                         360         55,157.83          2
                                       8.950            442.57         85
                                       8.700            442.57
    JACKSONVILLE     FL   32209          1            11/12/02         34
    0434978573                           05           01/01/03          0
    FL7418112                            N            12/01/32
    0


    8239665          Y08/R44             F           23,985.00         ZZ
                                         180         23,971.72          1
                                      13.990            284.00         15
                                      13.490            284.00
    DALLAS           TX   75228          1            11/08/02         00
    0434980033                           05           01/01/03          0
    2314657                              O            12/01/17
    0


    8239673          Y08/R44             F           17,500.00         ZZ
                                         180         17,487.02          1
                                      13.990            207.21         10
                                      13.490            207.21
    HOLLAND          OH   43528          1            11/01/02         00
    0434973996                           05           12/01/02          0
    2314662                              O            11/01/17
    0


    8239677          Y08/R44             F           39,198.00         ZZ
                                         180         39,169.17          1
                                      12.740            425.66         20
                                      12.240            425.66
    DENTON           TX   76210          1            11/08/02         00
    0434973434                           05           01/01/03          0
    2314697                              O            12/01/17
    0


    8239679          Y08/R44             F           22,335.00         ZZ
                                         180         22,322.64          1
                                      13.990            264.46         15
                                      13.490            264.46
    ALLEN            TX   75013          1            11/18/02         00
    0434988838                           05           01/01/03          0
    2314740                              O            12/01/17
    0


1


    8239683          Y08/R44             F           47,400.00         ZZ
                                         360         47,330.65          1
                                      11.990            487.20         15
                                      11.490            487.20
    FORT WORTH       TX   76132          1            09/30/02         00
    0434976098                           05           11/01/02          0
    2319176                              O            10/01/32
    0


    8239685          Y08/R44             F           13,200.00         ZZ
                                         180         13,111.23          1
                                      13.990            175.70         15
                                      13.490            175.70
    DOYLESTOWN       OH   44230          1            10/31/02         00
    0434978946                           05           12/01/02          0
    2319220                              O            11/01/17
    0


    8239687          Y08/R44             F           47,000.00         ZZ
                                         180         46,943.47          1
                                      10.500            429.93         20
                                      10.000            429.93
    EUCHA            OK   74342          1            11/12/02         00
    0435003249                           05           01/01/03          0
    2319241                              O            12/01/17
    0


    8239689          Y08/R44             F           24,000.00         ZZ
                                         360         23,982.18          1
                                      13.990            284.18         15
                                      13.490            284.18
    DALLAS           TX   75252          1            10/31/02         00
    0434976494                           05           12/01/02          0
    2319243                              O            11/01/32
    0


    8239691          Y08/R44             F           29,260.00         ZZ
                                         180         29,232.72          1
                                      12.990            323.45         20
                                      12.490            323.45
    OWASSO           OK   74055          1            10/31/02         00
    0434974010                           05           12/01/02          0
    2319398                              O            11/01/17
    0


    8239693          Y08/R44             F           14,400.00         ZZ
                                         180         14,389.30          1
                                      13.990            170.51         15
                                      13.490            170.51
1


    BROKEN ARROW     OK   74011          1            11/01/02         00
    0434978581                           05           12/01/02          0
    2319409                              O            11/01/17
    0


    8239695          Y08/R44             F           19,580.00         ZZ
                                         180         19,431.59          1
                                      12.740            244.39         20
                                      12.240            244.39
    CORSICANA        TX   75109          1            10/31/02         00
    0435087218                           05           12/01/02          0
    2319416                              O            11/01/17
    0


    8239697          Y08/R44             F           14,370.00         ZZ
                                         180         14,362.05          1
                                      13.990            170.15         15
                                      13.490            170.15
    FERRIS           TX   75125          1            11/11/02         00
    0434973772                           05           01/01/03          0
    2319481                              O            12/01/17
    0


    8239699          Y08/R44             F           41,960.00         ZZ
                                         180         41,888.02          1
                                      12.740            455.65         20
                                      12.240            455.65
    OKLAHOMA CITY    OK   73131          1            10/25/02         00
    0434988721                           05           12/01/02          0
    2319490                              O            11/01/17
    0


    8239701          Y08/R44             F           16,800.00         ZZ
                                         180         16,687.01          1
                                      13.990            223.62         15
                                      13.490            223.62
    HOLLAND          OH   43528          1            11/01/02         00
    0435030085                           05           12/01/02          0
    2319537                              O            11/01/17
    0


    8239703          Y08/R44             F           31,000.00         ZZ
                                         360         30,971.31          1
                                      11.990            318.63         20
                                      11.490            318.63
    FT WORTH         TX   76133          1            11/12/02         00
    0434979886                           05           01/01/03          0
    2319548                              O            12/01/32
    0
1




    8239705          Y08/R44             F           15,500.00         ZZ
                                         180         15,481.94          1
                                      11.990            159.32         20
                                      11.490            159.32
    CHICKASHA        OK   73018          1            11/05/02         00
    0434977013                           05           12/01/02          0
    2319577                              O            11/01/17
    0


    8239723          Y08/R44             F           14,700.00         ZZ
                                         180         14,689.08          1
                                      13.990            174.06         15
                                      13.490            174.06
    CARROLLTON       TX   75006          1            10/30/02         00
    0434980058                           05           12/01/02          0
    2319659                              N            11/01/17
    0


    8239761          Y08/R44             F           24,350.00         ZZ
                                         180         24,333.08          1
                                      12.990            269.17         15
                                      12.490            269.17
    MCKINNEY         TX   75070          1            11/12/02         00
    0434973657                           05           01/01/03          0
    2319693                              O            12/01/17
    0


    8239803          Y08/R44             F           17,250.00         ZZ
                                         360         17,231.25          1
                                      13.990            204.25         15
                                      13.490            204.25
    CHARLOTTE        NC   28215          1            10/31/02         00
    0434973954                           05           12/01/02          0
    2323094                              O            11/01/32
    0


    8239805          Y08/R44             F           21,950.00         ZZ
                                         180         21,937.83          1
                                      13.990            259.91         15
                                      13.490            259.91
    CHARLOTTE        NC   28273          1            11/13/02         00
    0434979282                           05           01/01/03          0
    2323680                              O            12/01/17
    0


    8239807          Y08/R44             F           19,033.00         ZZ
                                         180         18,995.91          1
1


                                      13.990            225.37         10
                                      13.490            225.37
    MATTHEWS         NC   28105          1            10/30/02         00
    0434975041                           05           12/01/02          0
    2323705                              O            11/01/17
    0


    8239809          Y08/R44             F           17,073.00         ZZ
                                         360         17,059.60          1
                                      13.740            198.78         15
                                      13.240            198.78
    CHARLOTTE        NC   28215          1            10/31/02         00
    0434978904                           05           12/01/02          0
    2323722                              O            11/01/32
    0


    8239811          Y08/R44             F           26,325.00         ZZ
                                         180         26,305.45          1
                                      13.990            311.71         15
                                      13.490            311.71
    KISSIMMEE        FL   34743          1            10/28/02         00
    0434974218                           05           12/01/02          0
    2323735                              O            11/01/17
    0


    8239813          Y08/R44             F           15,000.00         ZZ
                                         180         14,878.71          1
                                      12.740            187.23         20
                                      12.240            187.23
    DURHAM           NC   27705          1            11/05/02         00
    0435087382                           05           12/01/02          0
    2323783                              O            11/01/17
    0


    8239815          Y08/R44             F           28,380.00         ZZ
                                         360         28,318.57          1
                                       9.100            230.40         20
                                       8.600            230.40
    SMYRNA           TN   37167          1            10/30/02         00
    0434973525                           05           12/01/02          0
    2323823                              O            11/01/32
    0


    8239817          Y08/R44             F           15,300.00         ZZ
                                         180         15,288.65          1
                                      13.990            181.16         10
                                      13.490            181.16
    WINTER SPRINGS   FL   32708          1            10/31/02         00
    0434976734                           05           12/01/02          0
1


    2323837                              O            11/01/17
    0


    8239819          Y08/R44             F           21,877.00         ZZ
                                         180         21,860.76          1
                                      13.990            259.04         15
                                      13.490            259.04
    CHARLOTTE        NC   28216          1            11/01/02         00
    0434973301                           05           12/01/02          0
    2324028                              O            11/01/17
    0


    8239821          Y08/R44             F           21,600.00         ZZ
                                         180         21,583.96          1
                                      13.990            255.76         15
                                      13.490            255.76
    TAMARAC          FL   33321          1            11/01/02         00
    0434983128                           05           12/01/02          0
    2324077                              O            11/01/17
    0


    8239827          Y08/R44             F           25,200.00         ZZ
                                         180         25,181.28          1
                                      13.990            298.39         15
                                      13.490            298.39
    CASSELBERRY      FL   32707          1            10/31/02         00
    0434974887                           05           12/01/02          0
    2324214                              O            11/01/17
    0


    8239829          Y08/R44             F           24,824.00         ZZ
                                         180         24,657.06          1
                                      13.990            330.42         15
                                      13.490            330.42
    HUNTERSVILLE     NC   28078          1            10/31/02         00
    0434983284                           05           12/01/02          0
    2324243                              O            11/01/17
    0


    8239831          Y08/R44             F           20,000.00         ZZ
                                         360         19,956.70          1
                                       9.100            162.37         21
                                       8.600            162.37
    NASHVILLE        TN   37207          5            10/24/02         00
    0434974457                           05           12/01/02          0
    2324248                              O            11/01/32
    0


1


    8239833          Y08/R44             F           19,500.00         ZZ
                                         360         19,457.80          1
                                       9.100            158.31         15
                                       8.600            158.31
    CHAPEL HILL      TN   37034          1            10/31/02         00
    0434974622                           05           12/01/02          0
    2324277                              O            11/01/32
    0


    8239835          Y08/R44             F           18,828.00         ZZ
                                         180         18,701.37          1
                                      13.990            250.61         15
                                      13.490            250.61
    MATTHEWS         NC   28105          1            10/31/02         00
    0434981973                           05           12/01/02          0
    2324280                              O            11/01/17
    0


    8239839          Y08/R44             F           19,680.00         ZZ
                                         180         19,633.90          1
                                      13.990            233.03         20
                                      13.490            233.03
    THOMASVILLE      NC   27360          1            10/23/02         00
    0434973558                           05           12/01/02          0
    2324319                              O            11/01/17
    0


    8239843          Y08/R44             F           19,350.00         ZZ
                                         360         18,475.45          1
                                       8.900            154.30         15
                                       8.400            154.30
    PORTLAND         TN   37148          1            11/05/02         00
    0435003215                           05           12/01/02          0
    2324454                              O            11/01/32
    0


    8239845          Y08/R44             F           26,000.00         ZZ
                                         360         25,943.71          1
                                       9.100            211.08         20
                                       8.600            211.08
    CROSS PLAINS     TN   37049          5            10/25/02         00
    0434973913                           05           12/01/02          0
    2324497                              O            11/01/32
    0


    8239847          Y08/R44             F           16,709.00         ZZ
                                         360         16,672.82          1
                                       9.100            135.65         11
                                       8.600            135.65
1


    SPRING HILL      TN   37174          1            10/30/02         00
    0434973921                           05           12/01/02          0
    2324512                              O            11/01/32
    0


    8239849          Y08/R44             F           24,435.00         ZZ
                                         360         24,364.53          1
                                       8.900            194.85         15
                                       8.400            194.85
    ANTIOCH          TN   37013          1            11/05/02         00
    0435029855                           05           12/01/02          0
    2324523                              O            11/01/32
    0


    8239851          Y08/R44             F           23,985.00         ZZ
                                         180         23,967.19          1
                                      13.990            284.00         15
                                      13.490            284.00
    CHARLOTTE        NC   28273          1            11/04/02         00
    0434980009                           05           12/01/02          0
    2324557                              O            11/01/17
    0


    8239853          Y08/R44             F           19,600.00         ZZ
                                         360         19,556.68          1
                                       9.100            159.12         20
                                       8.600            159.12
    MURFREESBORO     TN   37128          1            10/28/02         00
    0434974531                           05           12/01/02          0
    2324746                              O            11/01/32
    0


    8239857          Y08/R44             F           29,205.00         ZZ
                                         360         29,129.68          1
                                       9.100            237.09         15
                                       8.600            237.09
    NASHVILLE        TN   37217          1            10/29/02         00
    0435025432                           05           12/01/02          0
    2324751                              O            11/01/32
    0


    8239859          Y08/R44             F           17,985.00         ZZ
                                         360         17,975.00          1
                                      13.990            212.96         15
                                      13.490            212.96
    OLIVE BRANCH     MS   38654          1            11/15/02         00
    0434975413                           05           01/01/03          0
    2327296                              O            12/01/32
    0
1




    8239871          Y08/R44             F           14,835.00         ZZ
                                         360         14,802.92          1
                                       9.100            120.43         15
                                       8.600            120.43
    BON AQUA         TN   37025          1            10/25/02         00
    0434976221                           05           12/01/02          0
    2328265                              O            11/01/32
    0


    8239873          Y08/R44             F           16,500.00         ZZ
                                         360         16,490.87          1
                                      13.990            195.37         15
                                      13.490            195.37
    THIBODAUX        LA   70301          1            11/13/02         00
    0434974242                           05           01/01/03          0
    2328268                              O            12/01/32
    0


    8239877          Y08/R44             F           18,000.00         ZZ
                                         360         17,987.48          1
                                      12.990            198.98         15
                                      12.490            198.98
    KISSIMMEE        FL   34741          5            10/29/02         00
    0435003728                           05           01/01/03          0
    2328465                              O            12/01/32
    0


    8239881          Y08/R44             F           14,100.00         ZZ
                                         360         14,092.17          1
                                      13.990            166.96         15
                                      13.490            166.96
    TAMPA            FL   33617          1            11/07/02         00
    0434984084                           05           01/01/03          0
    2328466                              O            12/01/32
    0


    8239883          Y08/R44             F           20,580.00         ZZ
                                         360         20,545.32          1
                                       8.900            164.11         20
                                       8.400            164.11
    COLUMBIA         TN   38401          1            11/07/02         00
    0435110325                           05           01/01/03          0
    2328572                              O            12/01/32
    0


    8239889          Y08/R44             F           13,050.00         ZZ
                                         180         13,042.78          1
1


                                      13.990            154.52         15
                                      13.490            154.52
    CARROLLTON       VA   23314          1            11/06/02         00
    0434978961                           05           01/01/03          0
    2332465                              O            12/01/17
    0


    8239891          Y08/R44             F           17,950.00         ZZ
                                         180         17,936.68          1
                                      13.990            212.54         16
                                      13.490            212.54
    BEDFORD          VA   24523          1            10/17/02         00
    0434974283                           05           12/01/02          0
    2332746                              O            11/01/17
    0


    8239895          Y08/R44             F           16,550.00         ZZ
                                         180         16,527.55          1
                                      13.990            195.97         16
                                      13.490            195.97
    JACKSONVILLE     FL   32244          1            10/14/02         00
    0434973848                           03           12/01/02          0
    2333160                              O            11/01/17
    0


    8239901          Y08/R44             F           25,800.00         ZZ
                                         180         25,780.85          1
                                      13.990            305.49         10
                                      13.490            305.49
    CHESTERFIELD     VA   23838          1            10/17/02         00
    0434973392                           07           12/01/02          0
    2333429                              O            11/01/17
    0


    8239903          Y08/R44             F           36,675.00         ZZ
                                         360         36,595.62          1
                                       9.100            297.74         15
                                       8.600            297.74
    ARLINGTON        TN   38002          1            10/31/02         00
    0434978680                           05           12/01/02          0
    2333475                              O            11/01/32
    0


    8239905          U18/G02             F           39,900.00         ZZ
                                         360         39,817.08          1
                                       7.875            289.30         80
                                       7.625            289.30
    BIRMINGHAM       AL   35208          5            11/18/02         34
    0434978839                           05           01/01/03          0
1


    AL7511293                            N            12/01/32
    0


    8239907          Y08/R44             F           19,601.00         ZZ
                                         180         19,586.44          1
                                      13.990            232.09         10
                                      13.490            232.09
    SUFFOLK          VA   23435          1            10/31/02         00
    0434979555                           05           12/01/02          0
    2333485                              O            11/01/17
    0


    8239909          Y08/R44             F           30,000.00         ZZ
                                         180         29,973.94          1
                                      11.990            308.35         15
                                      11.490            308.35
    OLIVE BRANCH     MS   38654          1            11/08/02         00
    0434974838                           05           01/01/03          0
    2333521                              O            12/01/17
    0


    8239921          Y08/R44             F           26,200.00         ZZ
                                         180         26,174.96          1
                                      12.990            289.62         20
                                      12.490            289.62
    HAMPTON          VA   23669          1            11/05/02         00
    0434975702                           05           12/01/02          0
    2333695                              O            11/01/17
    0


    8239927          Y08/R44             F           17,550.00         ZZ
                                         360         17,536.95          1
                                      13.990            207.81         15
                                      13.490            207.81
    CALERA           AL   35040          1            10/31/02         00
    0434979050                           05           12/01/02          0
    2335445                              O            11/01/32
    0


    8239937          Y08/R44             F           14,400.00         ZZ
                                         360         14,368.84          1
                                       9.100            116.90         20
                                       8.600            116.90
    TULLAHOMA        TN   37388          5            10/25/02         00
    0434973798                           05           12/01/02          0
    2337711                              O            11/01/32
    0


1


    8239971          Y08/R44             F           15,285.00         ZZ
                                         180         15,273.62          1
                                      13.990            180.99         15
                                      13.490            180.99
    HARVEST          AL   35749          1            10/30/02         00
    0435003306                           05           12/01/02          0
    2337961                              O            11/01/17
    0


    8239973          Y08/R44             F           13,485.00         ZZ
                                         360         13,474.32          1
                                      13.990            159.67         15
                                      13.490            159.67
    ADAMSVILLE       AL   35005          1            10/30/02         00
    0434976957                           05           12/01/02          0
    2337975                              O            11/01/32
    0


    8239977          Y08/R44             F           17,505.00         ZZ
                                         360         17,492.01          1
                                      13.990            207.27         15
                                      13.490            207.27
    HOUSTON          TX   77084          1            10/31/02         00
    0435000245                           05           12/01/02          0
    2344208                              O            11/01/32
    0


    8239979          Y08/R44             F           17,334.00         ZZ
                                         180         17,321.12          1
                                      13.990            205.25         10
                                      13.490            205.25
    HOUSTON          TX   77066          1            11/01/02         00
    0434973541                           05           12/01/02          0
    2344488                              O            11/01/17
    0


    8239981          Y08/R44             F           24,885.00         ZZ
                                         360         24,866.51          1
                                      13.990            294.66         15
                                      13.490            294.66
    HOUSTON          TX   77083          1            10/31/02         00
    0434975140                           05           12/01/02          0
    2344795                              O            11/01/32
    0


    8239983          Y08/R44             F           19,275.00         ZZ
                                         360         19,260.68          1
                                      13.990            228.23         15
                                      13.490            228.23
1


    THE WOODLANDS    TX   77380          1            10/31/02         00
    0434976197                           05           12/01/02          0
    2344808                              O            11/01/32
    0


    8239985          Y08/R44             F           18,870.00         ZZ
                                         180         18,855.96          1
                                      13.990            223.44         15
                                      13.490            223.44
    CYPRESS          TX   77433          1            10/28/02         00
    0434975371                           05           12/01/02          0
    2344818                              O            11/01/17
    0


    8239987          Y08/R44             F           15,449.00         ZZ
                                         180         15,440.44          1
                                      13.990            182.93         10
                                      13.490            182.93
    HOUSTON          TX   77095          1            11/08/02         00
    0434973830                           05           01/01/03          0
    2344861                              O            12/01/17
    0


    8239989          Y08/R44             F           18,225.00         ZZ
                                         360         18,211.46          1
                                      13.990            215.80         15
                                      13.490            215.80
    HOUSTON          TX   77099          1            10/31/02         00
    0434974358                           05           12/01/02          0
    2344971                              O            11/01/32
    0


    8239991          Y08/R44             F           19,050.00         ZZ
                                         180         18,978.02          1
                                      13.990            225.57         15
                                      13.490            225.57
    ROGERS           AR   72756          1            10/28/02         00
    0434975082                           05           12/01/02          0
    2347757                              O            11/01/17
    0


    8239993          Y08/R44             F           13,850.00         ZZ
                                         180         13,756.86          1
                                      13.990            184.35         10
                                      13.490            184.35
    ALBUQUERQUE      NM   87120          1            11/01/02         00
    0435032438                           05           12/01/02          0
    2347772                              O            11/01/17
    0
1




    8239997          Y08/R44             F           22,500.00         ZZ
                                         180         22,473.82          1
                                      11.990            231.26         15
                                      11.490            231.26
    AURORA           CO   80014          1            10/30/02         00
    0434975090                           07           12/01/02          0
    2354038                              O            11/01/17
    0


    8239999          Y08/R44             F           33,000.00         ZZ
                                         180         32,967.49          1
                                      12.740            358.35         20
                                      12.240            358.35
    MONROE           WA   98272          1            10/31/02         00
    0434976411                           05           12/01/02          0
    2354191                              O            11/01/17
    0


    8240001          Y08/R44             F           15,859.00         ZZ
                                         360         15,850.23          1
                                      13.990            187.78          5
                                      13.490            187.78
    WESTFIELD        IN   46074          1            11/05/02         00
    0434980041                           05           01/01/03          0
    2354208                              O            12/01/32
    0


    8240003          Y08/R44             F           23,385.00         ZZ
                                         180         23,372.04          1
                                      13.990            276.90         15
                                      13.490            276.90
    SAN ANTONIO      TX   78250          1            11/05/02         00
    0435000286                           05           01/01/03          0
    2357112                              O            12/01/17
    0


    8240007          Y08/R44             F           24,000.00         ZZ
                                         180         23,834.62          1
                                      13.740            315.44         15
                                      13.240            315.44
    ROUND ROCK       TX   78681          1            10/30/02         00
    0434974564                           05           12/01/02          0
    2357153                              O            11/01/17
    0


    8240009          Y08/R44             F           18,750.00         ZZ
                                         360         18,736.04          1
1


                                      13.990            222.02         15
                                      13.490            222.02
    CONVERSE         TX   78109          1            10/31/02         00
    0434972352                           05           12/01/02          0
    2357214                              O            11/01/32
    0


    8240011          Y08/R44             F           19,545.00         ZZ
                                         180         19,446.97          1
                                      13.990            260.16         15
                                      13.490            260.16
    LAREDO           TX   78045          1            11/12/02         00
    0434975181                           05           01/01/03          0
    2357253                              O            12/01/17
    0


    8240013          Y08/R44             F           36,450.00         ZZ
                                         180         36,152.67          1
                                      11.990            437.23         15
                                      11.490            437.23
    CEDAR PARK       TX   78613          1            10/31/02         00
    0434979787                           05           12/01/02          0
    2357276                              O            11/01/17
    0


    8240015          U18/R44             F           35,000.00         ZZ
                                         180         34,758.74          1
                                      10.625            389.61         53
                                      10.125            389.61
    HAZLEHURST       MS   39083          5            11/19/02         00
    0434979001                           05           01/01/03          0
    MS7423625                            O            12/01/17
    0


    8240017          Y08/R44             F           17,433.00         ZZ
                                         360         17,423.35          1
                                      13.990            206.42         12
                                      13.490            206.42
    MCALLEN          TX   78504          1            11/08/02         00
    0434974077                           05           01/01/03          0
    2357450                              O            12/01/32
    0


    8240019          Y08/R44             F           14,940.00         ZZ
                                         360         14,920.87          1
                                      12.740            162.24         15
                                      12.240            162.24
    FLINT            TX   75762          1            11/04/02         00
    0434974176                           05           12/01/02          0
1


    2357455                              O            11/01/32
    0


    8240021          Y08/R44             F           18,811.00         ZZ
                                         180         18,684.46          1
                                      13.990            250.39         15
                                      13.490            250.39
    CIBOLO           TX   75108          1            11/01/02         00
    0435003868                           05           12/01/02          0
    2357503                              O            11/01/17
    0


    8240023          Y08/R44             F           19,800.00         ZZ
                                         180         19,785.45          1
                                      12.740            215.01         15
                                      12.240            215.01
    CLEARFIELD       UT   84015          1            11/11/02         00
    0434982450                           05           01/01/03          0
    2357569                              O            12/01/17
    0


    8240025          Y08/R44             F           21,750.00         ZZ
                                         180         21,737.95          1
                                      13.990            257.54         15
                                      13.490            257.54
    LAS VEGAS        NV   89156          1            11/11/02         00
    0434974739                           05           01/01/03          0
    2360787                              O            12/01/17
    0


    8240027          Y08/R44             F           19,950.00         ZZ
                                         180         19,934.50          1
                                      12.490            212.76         15
                                      11.990            212.76
    WEST JORDAN      UT   84084          2            11/01/02         00
    0434973582                           05           01/01/03          0
    2361044                              O            12/01/17
    0


    8240029          Y08/R44             F           15,955.00         ZZ
                                         180         15,946.16          1
                                      13.990            188.92         10
                                      13.490            188.92
    CASA GRANDE      AZ   85222          1            11/04/02         00
    0434973806                           05           01/01/03          0
    2361068                              O            12/01/17
    0


1


    8240031          Y08/R44             F           22,500.00         ZZ
                                         360         22,483.28          1
                                      13.990            266.42         15
                                      13.490            266.42
    VANCOUVER        WA   98662          1            10/25/02         00
    0434974861                           05           12/01/02          0
    2365214                              O            11/01/32
    0


    8240033          Y08/R44             F           34,980.00         ZZ
                                         180         34,954.02          1
                                      13.990            414.19         15
                                      13.490            414.19
    SEATTLE          WA   98122          1            10/25/02         00
    0434979852                           05           12/01/02          0
    2365402                              O            11/01/17
    0


    8240037          Y08/R44             F           33,700.00         ZZ
                                         180         33,444.53          1
                                      12.740            420.64         20
                                      12.240            420.64
    SEATTLE          WA   98178          1            10/08/02         00
    0434988770                           05           12/01/02          0
    2365708                              O            11/01/17
    0


    8240039          Y08/R44             F           24,055.00         ZZ
                                         180         23,891.54          1
                                      13.990            320.19         16
                                      13.490            320.19
    AVONDALE         AZ   85323          1            10/24/02         00
    0434975355                           05           12/01/02          0
    2365711                              O            11/01/17
    0


    8240041          Y08/R44             F           31,000.00         ZZ
                                         180         30,824.68          1
                                      12.740            386.94         20
                                      12.240            386.94
    PHOENIX          AZ   85028          5            11/14/02         00
    0434972410                           05           01/01/03          0
    2366001                              O            12/01/17
    0


    8240043          Y08/R44             F           39,000.00         ZZ
                                         360         38,971.04          1
                                      13.990            461.79         20
                                      13.490            461.79
1


    SUMNER           WA   98390          1            10/30/02         00
    0434979274                           05           12/01/02          0
    2366017                              O            11/01/32
    0


    8240045          Y08/R44             F           17,000.00         ZZ
                                         360         16,981.28          1
                                      12.240            178.01         20
                                      11.740            178.01
    SAINT CHARLES    MO   63304          1            11/01/02         00
    0434974671                           05           12/01/02          0
    2370013                              O            11/01/32
    0


    8240053          Y08/R44             F           31,316.00         ZZ
                                         180         31,292.73          1
                                      13.990            370.81         20
                                      13.490            370.81
    CARROLLTON       TX   75007          1            11/04/02         00
    0434975272                           05           12/01/02          0
    2370702                              O            11/01/17
    0


    8240055          Y08/R44             F           13,335.00         ZZ
                                         180         13,325.09          1
                                      13.990            157.90         15
                                      13.490            157.90
    SANGER           TX   76266          1            11/01/02         00
    0434975215                           05           12/01/02          0
    2370703                              O            11/01/17
    0


    8240057          Y08/R44             F           48,750.00         ZZ
                                         180         48,699.20          1
                                      12.490            519.91         15
                                      11.990            519.91
    MCKINNEY         TX   75070          1            11/01/02         00
    0434975330                           05           12/01/02          0
    2370740                              O            11/01/17
    0


    8240059          Y08/R44             F           27,180.00         ZZ
                                         360         27,157.65          1
                                      12.240            284.61         20
                                      11.740            284.61
    MESQUITE         TX   75149          1            11/06/02         00
    0435103213                           05           01/01/03          0
    2370781                              O            12/01/32
    0
1




    8240061          Y08/R44             F           18,555.00         ZZ
                                         360         18,541.36          1
                                      12.740            201.49         15
                                      12.240            201.49
    SACHSE           TX   75048          1            11/12/02         00
    0435032388                           05           01/01/03          0
    2370796                              O            12/01/32
    0


    8240067          Y08/R44             F           14,250.00         ZZ
                                         180         14,242.11          1
                                      13.990            168.73         15
                                      13.490            168.73
    LONGVIEW         TX   75605          1            11/14/02         00
    0434981833                           05           01/01/03          0
    2370866                              O            12/01/17
    0


    8240069          Y08/R44             F           16,050.00         ZZ
                                         180         16,038.10          1
                                      13.990            190.04         15
                                      13.490            190.04
    FORT WORTH       TX   76119          1            10/30/02         00
    0434975975                           05           12/01/02          0
    2370884                              O            11/01/17
    0


    8240071          Y08/R44             F           14,200.00         ZZ
                                         180         14,185.20          1
                                      12.490            151.44         20
                                      11.990            151.44
    MT. PLEASANT     TX   75455          1            11/01/02         00
    0434974374                           05           12/01/02          0
    2370941                              O            11/01/17
    0


    8240073          Y08/R44             F           14,475.00         ZZ
                                         180         14,464.22          1
                                      13.990            171.40         15
                                      13.490            171.40
    ROCHELLE         IL   61068          1            11/01/02         00
    0434974309                           05           12/01/02          0
    2370949                              O            11/01/17
    0


    8240075          Y08/R44             F           17,100.00         ZZ
                                         180         17,087.44          1
1


                                      12.740            185.69         15
                                      12.240            185.69
    ALLEN            TX   75013          1            11/05/02         00
    0434988598                           05           01/01/03          0
    2375583                              O            12/01/17
    0


    8240077          Y08/R44             F           19,200.00         ZZ
                                         180         19,070.85          1
                                      13.990            255.57         15
                                      13.490            255.57
    PLANO            TX   75074          1            10/31/02         00
    0434973855                           05           12/01/02          0
    2375613                              O            11/01/17
    0


    8240079          Y08/R44             F           21,224.00         ZZ
                                         180         21,208.24          1
                                      13.990            251.31         15
                                      13.490            251.31
    ALLEN            TX   75002          1            10/30/02         00
    0434973863                           05           12/01/02          0
    2375665                              O            11/01/17
    0


    8240083          Y08/R44             F           19,350.00         ZZ
                                         180         19,335.63          1
                                      13.990            229.12         15
                                      13.490            229.12
    LOUISVILLE       KY   40219          1            10/30/02         00
    0434976155                           05           12/01/02          0
    2375704                              O            11/01/17
    0


    8240085          Y08/R44             F           20,250.00         ZZ
                                         180         20,112.40          1
                                      13.990            269.54         15
                                      13.490            269.54
    NICHOLASVILLE    KY   40356          1            10/31/02         00
    0434972840                           07           12/01/02          0
    2375731                              O            11/01/17
    0


    8240087          Y08/R44             F           13,500.00         ZZ
                                         180         13,492.53          1
                                      13.990            159.85         15
                                      13.490            159.85
    GARLAND          TX   75040          1            11/12/02         00
    0434984357                           05           01/01/03          0
1


    2375741                              O            12/01/17
    0


    8240089          Y08/R44             F           14,000.00         ZZ
                                         180         13,920.82          1
                                      12.740            174.75         20
                                      12.240            174.75
    BRYANT           WI   54418          5            11/11/02         00
    0434973335                           05           01/01/03          0
    2375742                              O            12/01/17
    0


    8240091          Y08/R44             F           17,300.00         ZZ
                                         180         17,290.41          1
                                      13.990            204.85         20
                                      13.490            204.85
    RICHARDSON       TX   75080          1            11/04/02         00
    0434988895                           07           01/01/03          0
    2375764                              O            12/01/17
    0


    8240093          Y08/R44             F           33,173.00         ZZ
                                         180         33,148.62          1
                                      12.740            360.23         20
                                      12.240            360.23
    KATY             TX   77494          1            11/08/02         00
    0434975652                           05           01/01/03          0
    2385096                              O            12/01/17
    0


    8240255          U18/R44             F           50,000.00         ZZ
                                         180         49,600.24          1
                                       8.990            506.84         79
                                       8.490            506.84
    PARAGOULD        AR   72450          5            11/21/02         34
    0434979100                           05           01/01/03          0
    AR429823573                          O            12/01/17
    0


    8240267          U18/G02             F           41,400.00         ZZ
                                         360         41,334.43          1
                                       9.200            339.09         60
                                       8.950            339.09
    GRAYSVILLE       AL   35073          5            11/21/02         34
    0434970042                           05           01/01/03          0
    AL423580871                          O            12/01/32
    0


1


    8240299          808/G02             F          324,000.00         ZZ
                                         360        323,518.10          1
                                       9.500          2,724.37         90
                                       9.250          2,724.37
    WHITTIER         CA   90601          1            11/13/02         34
    0435115928                           05           01/01/03          0
    9327164                              O            12/01/32
    0


    8240305          U18/G02             F           55,250.00         ZZ
                                         360         55,157.83          2
                                       8.950            442.57         85
                                       8.700            442.57
    JACKSONVILLE     FL   32209          1            11/12/02         34
    0434978920                           05           01/01/03          0
    FL7417872                            N            12/01/32
    0


    8240333          U18/G02             F          100,800.00         ZZ
                                         360        100,501.17          1
                                       7.700            718.66         80
                                       7.450            718.66
    CALERA           AL   35040          2            11/14/02         34
    0434968939                           05           01/01/03          0
    AL424945567                          O            12/01/32
    0


    8240359          U18/G02             F           45,750.00         ZZ
                                         360         45,673.68          1
                                       8.950            366.47         75
                                       8.700            366.47
    JACKSONVILLE     FL   32209          5            11/12/02         34
    0434970224                           05           01/01/03          0
    FL7467933                            N            12/01/32
    0


    8240377          Y08/R44             F          171,297.00         ZZ
                                         360        171,013.62          1
                                      10.375          1,550.94         90
                                       9.875          1,550.94
    MATTHEWS         NC   28105          1            10/30/02         23
    0435048665                           05           12/01/02          0
    323705                               O            11/01/32
    0


    8240379          Y08/R44             F          114,240.00         ZZ
                                         360        113,994.05          1
                                       9.125            929.49         82
                                       8.625            929.49
1


    CLARKSVILLE      TN   37043          2            10/31/02         23
    0434983136                           05           12/01/02          0
    323749                               O            11/01/32
    0


    8240381          Y08/R44             F           60,000.00         ZZ
                                         180         59,847.98          1
                                       9.000            482.77         80
                                       8.500            482.77
    DURHAM           NC   27705          1            11/05/02         00
    0434974184                           05           12/01/02          0
    323783                               O            11/01/17
    0


    8240383          Y08/R44             F          113,520.00         ZZ
                                         360        113,248.94          1
                                       8.625            882.95         80
                                       8.125            882.95
    SMYRNA           TN   37167          1            10/30/02         00
    0434976577                           05           12/01/02          0
    323823                               O            11/01/32
    0


    8240385          Y08/R44             F           59,900.00         ZZ
                                         180         59,826.44          1
                                      11.750            604.64         71
                                      11.250            604.64
    CLARKSVILLE      TN   37042          1            10/29/02         00
    0434975876                           05           12/01/02          0
    323928                               O            11/01/17
    0


    8240387          Y08/R44             F           73,950.00         ZZ
                                         360         73,821.45          1
                                       8.750            581.76         85
                                       8.250            581.76
    MURFREESBORO     TN   37129          5            11/08/02         23
    0434972949                           05           01/01/03          0
    324106                               O            12/01/32
    0


    8240389          Y08/R44             F           40,000.00         ZZ
                                         180         39,544.89          1
                                       8.500            393.90         39
                                       8.000            393.90
    KNOXVILLE        TN   37922          5            10/23/02         00
    0435099510                           05           12/01/02          0
    324113                               O            11/01/17
    0
1




    8240391          Y08/R44             F          142,800.00         ZZ
                                         360        142,467.75          1
                                       8.750          1,123.41         85
                                       8.250          1,123.41
    CASSELBERRY      FL   32707          1            10/31/02         23
    0435087085                           03           12/01/02          0
    324214                               O            11/01/32
    0


    8240393          Y08/R44             F           78,600.00         ZZ
                                         360         78,370.26          1
                                       7.625            556.33         80
                                       7.125            556.33
    NASHVILLE        TN   37207          5            10/24/02         00
    0434974143                           05           12/01/02          0
    324248                               O            11/01/32
    0


    8240395          Y08/R44             F          109,242.00         ZZ
                                         360        108,938.31          1
                                       7.875            792.08         78
                                       7.375            792.08
    ANTIOCH          TN   37013          5            11/01/02         00
    0434974705                           05           12/01/02          0
    324412                               O            11/01/32
    0


    8240399          Y08/R44             F          138,200.00         ZZ
                                         360        137,890.39          1
                                       7.500            966.31         85
                                       7.000            966.31
    NASHVILLE        TN   37214          2            11/12/02         23
    0434983417                           05           01/01/03          0
    50620                                O            12/01/32
    0


    8240401          Y08/R44             F           95,400.00         ZZ
                                         360         94,885.33          1
                                       7.625            675.24         68
                                       7.125            675.24
    PLANO            TX   75025          2            10/28/02         00
    0434979084                           05           12/01/02          0
    50720                                O            11/01/32
    0


    8240403          Y08/R44             F          137,860.00         ZZ
                                         360        137,551.14          1
1


                                       7.500            963.94         82
                                       7.000            963.94
    ARLINGTON        TX   76017          2            11/04/02         23
    0434978565                           05           01/01/03          0
    50741                                O            12/01/32
    0


    8240405          Y08/R44             F           63,695.00         ZZ
                                         360         63,423.48          1
                                       8.990            512.05         77
                                       8.490            512.05
    SOMERVILLE       TX   77879          2            11/06/02         00
    0434978383                           05           01/01/03          0
    50746                                O            12/01/32
    0


    8240411          Y08/R44             F          141,300.00         ZZ
                                         360        140,719.53          1
                                       5.875            835.84         79
                                       5.375            835.84
    PLANO            TX   75075          2            10/28/02         00
    0434975264                           05           12/01/02          0
    50788                                O            11/01/32
    0


    8240413          Y08/R44             F          119,800.00         ZZ
                                         360        119,458.50          1
                                       7.750            858.26         84
                                       7.250            858.26
    DALLAS           TX   75220          2            10/22/02         23
    0434978490                           05           12/01/02          0
    50824                                O            11/01/32
    0


    8240415          Y08/R44             F          150,000.00         ZZ
                                         360        149,695.43          1
                                       7.990          1,099.60         79
                                       7.490          1,099.60
    PHOENIX          AZ   85044          5            11/07/02         00
    0435086855                           03           01/01/03          0
    50877                                O            12/01/32
    0


    8240417          Y08/R44             F          127,200.00         ZZ
                                         360        126,907.85          1
                                       7.375            878.54         80
                                       6.875            878.54
    CEDAR HILL       TX   75105          5            10/31/02         00
    0435043948                           05           01/01/03          0
1


    50893                                O            12/01/32
    0


    8240421          Y08/R44             F          141,000.00         ZZ
                                         180        140,696.39          1
                                       9.125          1,147.22         73
                                       8.625          1,147.22
    MASON            OH   45040          2            10/30/02         00
    0434978409                           05           12/01/02          0
    314271                               O            11/01/17
    0


    8240423          Y08/R44             F           75,000.00         ZZ
                                         360         74,862.02          1
                                       9.875            651.26         75
                                       9.375            651.26
    LANCASTER        TX   75146          2            10/30/02         00
    0434977039                           05           12/01/02          0
    314548                               N            11/01/32
    0


    8240425          Y08/R44             F           52,500.00         ZZ
                                         180         51,873.53          1
                                       7.750            494.17         66
                                       7.250            494.17
    BEDFORD          TX   76021          1            10/31/02         00
    0434979308                           07           12/01/02          0
    314619                               O            11/01/17
    0


    8240427          Y08/R44             F           26,250.00         ZZ
                                         180         26,215.96          1
                                      11.500            259.95         73
                                      11.000            259.95
    MCALESTER        OK   74501          1            11/05/02         00
    0435086814                           05           12/01/02          0
    318608                               O            11/01/17
    0


    8240429          Y08/R44             F          179,469.00         ZZ
                                         360        178,702.03          1
                                       7.875          1,301.27         87
                                       7.375          1,301.27
    MCKINNEY         TX   75070          1            11/07/02         23
    0435046768                           03           01/01/03          0
    319210                               O            12/01/32
    0


1


    8240431          Y08/R44             F           82,416.00         ZZ
                                         360         82,181.06          1
                                       7.750            590.44         81
                                       7.250            590.44
    TULSA            OK   74135          1            10/29/02         23
    0434977070                           05           12/01/02          0
    319390                               N            11/01/32
    0


    8240433          Y08/R44             F           78,320.00         ZZ
                                         360         77,945.20          1
                                       8.500            602.21         80
                                       8.000            602.21
    CORSICANA        TX   75109          1            10/31/02         00
    0434979902                           05           12/01/02          0
    319416                               O            11/01/32
    0


    8240435          Y08/R44             F          124,000.00         ZZ
                                         360        123,747.77          1
                                       8.000            909.87         80
                                       7.500            909.87
    FT WORTH         TX   76133          1            11/12/02         00
    0435087135                           05           01/01/03          0
    319548                               O            12/01/32
    0


    8240437          Y08/R44             F          147,390.00         ZZ
                                         360        147,075.73          1
                                       7.750          1,055.92         87
                                       7.250          1,055.92
    FORT WORTH       TX   76137          2            11/01/02         23
    0435047469                           05           01/01/03          0
    319644                               O            12/01/32
    0


    8240439          Y08/R44             F           81,480.00         ZZ
                                         360         81,355.59          1
                                       9.375            677.71         84
                                       8.875            677.71
    GREENSBORO       NC   27407          2            11/08/02         23
    0434978664                           05           01/01/03          0
    323493                               O            12/01/32
    0


    8240441          Y08/R44             F           97,512.00         ZZ
                                         360         97,366.98          1
                                       9.500            819.93         82
                                       9.000            819.93
1


    NASHVILLE        TN   37206          5            11/08/02         23
    0435086798                           05           01/01/03          0
    324488                               O            12/01/32
    0


    8240443          Y08/R44             F          104,000.00         ZZ
                                         360        103,725.10          1
                                       8.125            772.20         80
                                       7.625            772.20
    CROSS PLAINS     TN   37049          5            10/25/02         00
    0435078225                           05           12/01/02          0
    324497                               O            11/01/32
    0


    8240445          Y08/R44             F           59,500.00         ZZ
                                         360         59,416.03          1
                                       9.750            511.20         85
                                       9.250            511.20
    MCMINNVILLE      TN   37110          1            11/06/02         23
    0435046651                           05           01/01/03          0
    324749                               O            12/01/32
    0


    8240447          Y08/R44             F           66,600.00         ZZ
                                         360         66,506.02          1
                                       9.750            572.20         90
                                       9.250            572.20
    OLD HICKORY      TN   37138          1            11/06/02         23
    0435046883                           05           01/01/03          0
    327961                               O            12/01/32
    0


    8240451          Y08/R44             F          135,000.00         ZZ
                                         360        134,819.34          1
                                      10.000          1,184.72         75
                                       9.500          1,184.72
    GRANT            FL   32949          1            11/12/02         00
    0435223110                           05           01/01/03          0
    328157                               O            12/01/32
    0


    8240453          Y08/R44             F           73,000.00         ZZ
                                         360         72,811.90          1
                                       8.250            548.42         79
                                       7.750            548.42
    HARRISON         TN   37341          1            10/30/02         00
    0434977104                           05           12/01/02          0
    328175                               O            11/01/32
    0
1




    8240455          Y08/R44             F           68,850.00         ZZ
                                         180         68,742.06          1
                                      10.625            636.24         85
                                      10.125            636.24
    CLARKSVILLE      TN   37040          1            10/28/02         23
    0434976767                           05           12/01/02          0
    328185                               O            11/01/17
    0


    8240457          Y08/R44             F          133,500.00         ZZ
                                         360        133,311.63          1
                                       9.750          1,146.97         75
                                       9.250          1,146.97
    FRANKLIN         TN   37064          5            11/11/02         00
    0434975926                           05           01/01/03          0
    328202                               O            12/01/32
    0


    8240459          Y08/R44             F           72,000.00         ZZ
                                         360         71,794.74          1
                                       7.750            515.82         90
                                       7.250            515.82
    BONIFAY          FL   32425          5            10/24/02         23
    0434980843                           05           12/01/02          0
    328350                               O            11/01/32
    0


    8240461          Y08/R44             F           94,503.00         ZZ
                                         360         94,202.91          1
                                       7.875            685.21         87
                                       7.375            685.21
    PINELLAS PARK    FL   33781          5            10/25/02         23
    0435086871                           03           12/01/02          0
    328468                               O            11/01/32
    0


    8240465          Y08/R44             F           80,550.00         ZZ
                                         360         80,430.19          1
                                       9.500            677.31         90
                                       9.000            677.31
    TAMPA            FL   33610          5            11/07/02         23
    0434975942                           05           01/01/03          0
    328569                               O            12/01/32
    0


    8240467          Y08/R44             F           82,320.00         ZZ
                                         360         82,103.06          1
1


                                       7.625            582.66         80
                                       7.125            582.66
    COLUMBIA         TN   38401          1            11/07/02         00
    0434975629                           05           01/01/03          0
    328572                               O            12/01/32
    0


    8240469          Y08/R44             F           96,750.00         ZZ
                                         360         96,533.25          1
                                       7.500            676.49         75
                                       7.000            676.49
    SPRINGFIELD      TN   37172          1            11/15/02         00
    0434972972                           05           01/01/03          0
    328592                               O            12/01/32
    0


    8240471          Y08/R44             F           59,415.00         ZZ
                                         360         59,313.76          1
                                       9.250            488.79         85
                                       8.750            488.79
    COSBY            TN   37722          1            11/18/02         23
    0435047626                           05           01/01/03          0
    328633                               O            12/01/32
    0


    8240473          Y08/R44             F           45,000.00         ZZ
                                         180         44,912.70          1
                                       9.625            382.50         82
                                       9.125            382.50
    NORFOLK          VA   23508          1            10/25/02         23
    0435110960                           05           12/01/02          0
    332369                               O            11/01/17
    0


    8240475          Y08/R44             F          152,592.00         ZZ
                                         180        152,319.26          1
                                       8.625          1,186.84         87
                                       8.125          1,186.84
    SUITLAND         MD   20746          5            10/29/02         23
    0435099742                           05           01/01/03          0
    333012                               O            12/01/17
    0


    8240477          Y08/R44             F          100,800.00         ZZ
                                         180        100,448.54          1
                                       7.875            730.87         80
                                       7.375            730.87
    MIDLOTHIAN       VA   23112          1            10/18/02         00
    0434973491                           05           12/01/02          0
1


    333017                               O            11/01/17
    0


    8240479          Y08/R44             F           75,000.00         ZZ
                                         360         74,904.84          1
                                      10.250            672.08         75
                                       9.750            672.08
    MEMPHIS          TN   38122          1            11/01/02         00
    0435047790                           05           01/01/03          0
    333283                               O            12/01/32
    0


    8240481          Y08/R44             F           65,000.00         ZZ
                                         360         64,877.94          1
                                       8.375            494.05         80
                                       7.875            494.05
    JACKSONVILLE     FL   32246          2            11/13/02         00
    0434973418                           05           01/01/03          0
    333432                               O            12/01/32
    0


    8240483          Y08/R44             F           39,500.00         ZZ
                                         180         39,458.51          1
                                      11.125            379.90         80
                                      10.625            379.90
    NEWPORT NEWS     VA   23601          1            11/06/02         00
    0434974366                           01           01/01/03          0
    333531                               O            12/01/17
    0


    8240485          Y08/R44             F          170,500.00         ZZ
                                         360        170,012.28          1
                                       7.750          1,221.48         78
                                       7.250          1,221.48
    BIRMINGHAM       AL   35213          2            10/30/02         00
    0434978334                           05           12/01/02          0
    335417                               O            11/01/32
    0


    8240489          Y08/R44             F          138,600.00         ZZ
                                         360        138,399.19          1
                                       9.625          1,178.09         90
                                       9.125          1,178.09
    TRUSSVILLE       AL   35173          2            11/08/02         23
    0434973137                           05           01/01/03          0
    335467                               O            12/01/32
    0


1


    8240491          Y08/R44             F          103,700.00         ZZ
                                         180        103,509.20          1
                                       9.875            900.48         85
                                       9.375            900.48
    MURFREESBORO     TN   37127          1            10/17/02         23
    0434976189                           05           12/01/02          0
    337503                               O            11/01/17
    0


    8240493          Y08/R44             F           54,000.00         ZZ
                                         360         53,886.74          1
                                       9.250            444.24         75
                                       8.750            444.24
    VALLEY HEAD      AL   35989          2            10/30/02         00
    0434979969                           05           12/01/02          0
    337581                               O            11/01/32
    0


    8240495          Y08/R44             F          146,574.00         ZZ
                                         360        146,266.52          1
                                       9.250          1,205.83         89
                                       8.750          1,205.83
    WEST COLUMBIA    SC   29172          1            10/30/02         23
    0434976312                           05           12/01/02          0
    337777                               O            11/01/32
    0


    8240497          Y08/R44             F           86,000.00         ZZ
                                         360         85,834.34          1
                                       8.250            646.09         73
                                       7.750            646.09
    SODDY DAISY      TN   37379          5            10/30/02         00
    0434982708                           05           01/01/03          0
    337876                               O            12/01/32
    0


    8240499          Y08/R44             F          129,183.00         ZZ
                                         360        128,958.41          1
                                       8.750          1,016.28         87
                                       8.250          1,016.28
    ATHENS           AL   35611          2            11/06/02         23
    0434973574                           05           01/01/03          0
    337904                               O            12/01/32
    0


    8240501          Y08/R44             F          110,700.00         ZZ
                                         360        110,507.53          1
                                       8.750            870.88         90
                                       8.250            870.88
1


    PRATTVILLE       AL   36067          5            10/30/02         23
    0435047188                           05           01/01/03          0
    337922                               O            12/01/32
    0


    8240505          Y08/R44             F          122,000.00         ZZ
                                         180        121,730.43          1
                                       9.000            981.64         76
                                       8.500            981.64
    AUBURN           AL   36830          2            10/28/02         00
    0434973046                           05           12/01/02          0
    337989                               O            11/01/17
    0


    8240509          Y08/R44             F          107,508.00         ZZ
                                         360        107,270.90          1
                                       7.750            770.20         87
                                       7.250            770.20
    TRINITY          AL   35673          1            11/18/02         23
    0435046925                           05           01/01/03          0
    338005                               O            12/01/32
    0


    8240519          Y08/R44             F           97,200.00         ZZ
                                         360         96,965.40          1
                                       9.750            835.10         90
                                       9.250            835.10
    BRYAN            TX   77801          2            10/25/02         23
    0435090329                           05           12/01/02          0
    344298                               O            11/01/32
    0


    8240527          Y08/R44             F           44,625.00         ZZ
                                         180         44,553.62          1
                                      11.875            454.73         85
                                      11.375            454.73
    SARATOGA         TX   77585          1            10/31/02         23
    0434975470                           05           12/01/02          0
    344457                               O            11/01/17
    0


    8240531          Y08/R44             F           68,000.00         ZZ
                                         360         67,845.80          1
                                       8.875            541.04         80
                                       8.375            541.04
    BEAUMONT         TX   77708          5            10/25/02         00
    0435087358                           05           12/01/02          0
    344626                               O            11/01/32
    0
1




    8240537          Y08/R44             F          117,750.00         ZZ
                                         360        117,557.34          1
                                       9.250            968.70         75
                                       8.750            968.70
    HOUSTON          TX   77064          5            11/14/02         00
    0434974515                           05           01/01/03          0
    344650                               O            12/01/32
    0


    8240541          Y08/R44             F          109,225.00         ZZ
                                         360        108,970.88          1
                                       8.750            859.27         85
                                       8.250            859.27
    THE WOODLANDS    TX   77380          1            10/31/02         23
    0435087184                           03           12/01/02          0
    344808                               O            11/01/32
    0


    8240545          Y08/R44             F          187,200.00         ZZ
                                         360        186,652.85          1
                                       7.625          1,324.99         80
                                       7.125          1,324.99
    CYPRESS          TX   77429          1            10/25/02         00
    0434975579                           05           12/01/02          0
    344900                               O            11/01/32
    0


    8240547          Y08/R44             F           30,400.00         ZZ
                                         180         30,374.35          1
                                      12.125            315.63         80
                                      11.625            315.63
    HOUSTON          TX   77026          1            11/08/02         00
    0434973707                           05           01/01/03          0
    344947                               O            12/01/17
    0


    8240553          Y08/R44             F          117,725.00         ZZ
                                         180        117,436.70          1
                                       8.500            905.20         85
                                       8.000            905.20
    ALBUQUERQUE      NM   87120          1            11/01/02         23
    0434974689                           05           12/01/02          0
    347772                               O            11/01/17
    0


    8240571          Y08/R44             F           93,500.00         ZZ
                                         180         93,305.69          1
1


                                       7.875            677.94         85
                                       7.375            677.94
    RICHMOND         IN   47374          5            11/07/02         23
    0434975801                           05           01/01/03          0
    353683                               O            12/01/17
    0


    8240577          Y08/R44             F           78,300.00         ZZ
                                         360         78,122.45          1
                                       8.875            622.99         90
                                       8.375            622.99
    INDIANAPOLIS     IN   46205          2            10/24/02         23
    0435086822                           05           12/01/02          0
    353956                               O            11/01/32
    0


    8240579          T76/R44             F           45,000.00         ZZ
                                         360         44,925.54          1
                                       8.990            361.76         56
                                       8.490            361.76
    GULFPORT         FL   33707          5            11/06/02         00
    0434965877                           05           01/01/03          0
    02FL06002                            O            12/01/32
    0


    8240581          Y08/R44             F           61,177.00         ZZ
                                         360         61,075.70          1
                                       9.000            492.24         80
                                       8.500            492.24
    GARRETT          IN   46738          2            11/12/02         00
    0434981882                           05           01/01/03          0
    354077                               O            12/01/32
    0


    8240585          Y08/R44             F           67,200.00         ZZ
                                         180         66,473.58          1
                                       8.875            676.60         80
                                       8.375            676.60
    SAN ANTONIO      TX   78251          5            10/25/02         00
    0434979522                           05           12/01/02          0
    356818                               O            11/01/17
    0


    8240589          Y08/R44             F          132,515.00         ZZ
                                         360        132,312.67          1
                                       9.375          1,102.19         85
                                       8.875          1,102.19
    SAN ANTONIO      TX   78250          1            11/05/02         23
    0435087283                           05           01/01/03          0
1


    357112                               O            12/01/32
    0


    8240597          Y08/R44             F          110,755.00         ZZ
                                         360        110,594.53          1
                                       9.625            941.41         85
                                       9.125            941.41
    LAREDO           TX   78045          1            11/12/02         23
    0435103155                           05           01/01/03          0
    357253                               O            12/01/32
    0


    8240603          Y08/R44             F          115,200.00         ZZ
                                         360        115,061.46          1
                                      10.500          1,053.78         90
                                      10.000          1,053.78
    LUBBOCK          TX   79412          1            11/11/02         23
    0434980587                           05           01/01/03          0
    357271                               O            12/01/32
    0


    8240607          Y08/R44             F          110,390.00         ZZ
                                         360        110,126.49          1
                                       8.625            858.60         74
                                       8.125            858.60
    CANTON           TX   75103          2            11/01/02         00
    0434988564                           05           12/01/02          0
    357309                               N            11/01/32
    0


    8240611          Y08/R44             F          110,000.00         ZZ
                                         360        109,793.45          1
                                       8.375            836.08         31
                                       7.875            836.08
    AUSTIN           TX   78738          5            10/29/02         00
    0434980371                           05           01/01/03          0
    357342                               O            12/01/32
    0


    8240615          Y08/R44             F           54,400.00         ZZ
                                         360         54,342.84          1
                                      11.125            523.21         80
                                      10.625            523.21
    OIL TROUGH       AR   72564          5            10/31/02         00
    0434979985                           05           01/01/03          0
    357375                               O            12/01/32
    0


1


    8240617          T76/R44             F           31,000.00         ZZ
                                         360         30,943.26          1
                                       9.900            269.76         46
                                       9.400            269.76
    PEKIN            IL   61554          5            11/07/02         00
    0434964060                           05           12/13/02          0
    11079                                O            11/13/32
    0


    8240619          Y08/R44             F           40,000.00         ZZ
                                         360         39,962.32          1
                                      11.625            399.94         80
                                      11.125            399.94
    LITTLE ROCK      AR   72209          1            11/08/02         00
    0434976932                           05           01/01/03          0
    357449                               O            12/01/32
    0


    8240623          Y08/R44             F          126,650.00         ZZ
                                         360        126,386.80          1
                                       7.875            918.30         85
                                       7.375            918.30
    MCALLEN          TX   78504          1            11/08/02         23
    0435086780                           05           01/01/03          0
    357450                               O            12/01/32
    0


    8240627          Y08/R44             F           84,660.00         ZZ
                                         360         84,418.69          1
                                       7.750            606.51         85
                                       7.250            606.51
    FLINT            TX   75762          1            11/04/02         23
    0434973061                           03           12/01/02          0
    357455                               O            11/01/32
    0


    8240631          Y08/R44             F           53,975.00         ZZ
                                         360         53,883.55          1
                                       8.875            429.45         85
                                       8.375            429.45
    DEL RIO          TX   78840          1            11/14/02         23
    0434978631                           05           01/01/03          0
    357505                               O            12/01/32
    0


    8240635          Y08/R44             F          129,963.00         ZZ
                                         180        129,731.15          1
                                       8.625          1,010.84         87
                                       8.125          1,010.84
1


    LAS VEGAS        NV   89121          1            11/07/02         23
    0434980330                           05           01/01/03          0
    360866                               O            12/01/17
    0


    8240639          Y08/R44             F           54,000.00         ZZ
                                         180         53,915.38          1
                                       9.250            444.24         60
                                       8.750            444.24
    PHOENIX          AZ   85042          5            11/01/02         00
    0435036207                           05           01/01/03          0
    360941                               O            12/01/17
    0


    8240641          T76/R44             F           45,000.00         ZZ
                                         240         44,789.85          1
                                       8.750            397.67         42
                                       8.250            397.67
    JACKSONVILLE     FL   32277          5            11/20/02         00
    0434966164                           05           01/01/03          0
    FX021617                             O            12/01/22
    0


    8240643          Y08/R44             F           80,325.00         ZZ
                                         360         80,145.05          1
                                       7.500            561.64         85
                                       7.000            561.64
    SALT LAKE CITY   UT   84118          5            10/29/02         23
    0435086863                           05           01/01/03          0
    365734                               O            12/01/32
    0


    8240645          T76/R44             F           35,000.00         ZZ
                                         360         34,922.48          1
                                       8.990            281.37         21
                                       8.490            281.37
    INDIANPOLIS      IN   46217          5            11/11/02         00
    0434964904                           05           12/15/02          0
    00210302                             O            11/15/32
    0


    8240647          Y08/R44             F           70,000.00         ZZ
                                         360         69,911.81          1
                                      10.375            633.78         51
                                       9.875            633.78
    RICHLAND         WA   99352          1            11/14/02         00
    0434975793                           05           01/01/03          0
    365982                               O            12/01/32
    0
1




    8240651          Y08/R44             F          156,000.00         ZZ
                                         360        155,655.31          1
                                       9.000          1,255.21         80
                                       8.500          1,255.21
    SUMNER           WA   98390          1            10/30/02         00
    0435035480                           05           12/01/02          0
    366017                               O            11/01/32
    0


    8240659          Y08/R44             F           83,000.00         ZZ
                                         180         82,775.01          1
                                       8.000            609.02         65
                                       7.500            609.02
    CHICAGO          IL   60649          2            10/21/02         00
    0434975314                           05           12/01/02          0
    370473                               O            11/01/17
    0


    8240663          Y08/R44             F           55,250.00         ZZ
                                         360         55,134.09          1
                                       9.250            454.53         85
                                       8.750            454.53
    DALLAS           TX   75219          1            10/21/02         23
    0434973400                           01           12/01/02          0
    370547                               O            11/01/32
    0


    8240667          Y08/R44             F          125,264.00         ZZ
                                         360        124,979.94          1
                                       8.875            996.66         80
                                       8.375            996.66
    CARROLLTON       TX   75007          1            11/04/02         00
    0435087242                           05           12/01/02          0
    370702                               O            11/01/32
    0


    8240673          Y08/R44             F          128,000.00         ZZ
                                         360        127,625.82          1
                                       8.875          1,018.43         80
                                       8.375          1,018.43
    LAKE DALLAS      TX   75065          5            11/01/02         00
    0434979506                           05           01/01/03          0
    370730                               O            12/01/32
    0


    8240677          Y08/R44             F          108,720.00         ZZ
                                         360        108,494.05          1
1


                                       7.875            788.30         80
                                       7.375            788.30
    MESQUITE         TX   75149          1            11/06/02         00
    0434979217                           05           01/01/03          0
    370781                               O            12/01/32
    0


    8240681          Y08/R44             F           47,175.00         ZZ
                                         180         47,110.18          1
                                       9.875            409.64         85
                                       9.375            409.64
    IRVING           TX   75061          1            11/15/02         23
    0434979175                           01           01/01/03          0
    370836                               O            12/01/17
    0


    8240685          Y08/R44             F           44,800.00         ZZ
                                         360         44,695.78          1
                                       8.750            352.44         80
                                       8.250            352.44
    SAINT LOUIS      MO   63134          1            10/30/02         00
    0434973236                           05           12/01/02          0
    370863                               O            11/01/32
    0


    8240689          Y08/R44             F           76,000.00         ZZ
                                         360         75,892.75          1
                                       9.750            652.96         80
                                       9.250            652.96
    LONGVIEW         TX   75605          1            11/14/02         00
    0434975678                           05           01/01/03          0
    370866                               O            12/01/32
    0


    8240693          Y08/R44             F           76,500.00         ZZ
                                         360         76,342.57          1
                                       9.375            636.29         85
                                       8.875            636.29
    GARLAND          TX   75040          1            11/12/02         23
    0434979605                           05           01/01/03          0
    375741                               O            12/01/32
    0


    8240747          T76/G02             F           30,000.00         ZZ
                                         360         29,953.14          1
                                       9.750            257.75         50
                                       9.500            257.75
    GARY             IN   46408          5            11/15/02         00
    0434963823                           05           01/01/03          0
1


    11112                                O            12/01/32
    0


    8240751          T76/G02             F          137,750.00         ZZ
                                         180        137,469.74          1
                                       7.980          1,008.84         95
                                       7.730          1,008.84
    HILLIARD         OH   43026          2            11/13/02         34
    0434963898                           05           01/01/03          0
    29307666                             O            12/01/17
    0


    8240759          T76/R44             F           57,600.00         T
                                         360         57,482.62          1
                                       9.390            479.72         60
                                       8.890            479.72
    BELLEVILLE       IL   62223          5            11/11/02         00
    0434968483                           05           12/11/02          0
    11092                                O            11/11/32
    0


    8240775          P87/R44             F          182,500.00         ZZ
                                         360        182,111.09          1
                                       7.750          1,307.45         73
                                       7.250          1,307.45
    PITTSBURGH       PA   15241          5            11/15/02         00
    0434969986                           05           01/01/03          0
    BC61919                              O            12/01/32
    0


    8240785          T76/R44             F           53,500.00         ZZ
                                         360         53,367.64          1
                                       9.750            459.65         71
                                       9.250            459.65
    GRAND RAPIDS     MI   49507          5            11/18/02         00
    0434963534                           05           12/22/02          0
    02MI08325                            O            11/22/32
    0


    8240803          T76/G02             F           58,900.00         ZZ
                                         180         58,797.16          1
                                       8.730            462.53         95
                                       8.480            462.53
    MUNCIE           IN   47302          5            11/07/02         23
    0434964565                           05           01/01/03          0
    F225                                 O            12/01/17
    0


1


    8240821          T76/G02             F           99,750.00         ZZ
                                         360         99,570.90          1
                                       9.990            874.64         95
                                       9.740            874.64
    GARY             IN   46403          5            11/04/02         23
    0434966099                           05           12/08/02          0
    11072                                O            11/08/32
    0


    8240823          T76/G02             F           60,800.00         ZZ
                                         240         60,465.15          1
                                       9.750            576.70         95
                                       9.500            576.70
    HUMBOLDT         TN   38343          5            11/14/02         23
    0434967055                           05           12/19/02          0
    1476T102787                          O            11/19/22
    0


    8240843          S11/G02             F          162,000.00         ZZ
                                         180        160,441.08          1
                                       6.875          1,444.80         76
                                       6.625          1,444.80
    SUN CITY         CA   92586          2            11/21/02         34
    0435044987                           05           01/01/03          0
    10209664                             O            12/01/17
    0


    8240873          T76/R44             F           32,000.00         ZZ
                                         360         31,954.78          1
                                       9.750            274.93         46
                                       9.250            274.93
    CHILLICOTHE      OH   45601          5            11/07/02         00
    0434966008                           05           01/01/03          0
    021066                               O            12/01/32
    0


    8240891          T76/R44             F           47,000.00         ZZ
                                         180         46,497.10          1
                                       8.990            476.43         28
                                       8.490            476.43
    INIDANAPOLIS     IN   46259          5            11/12/02         00
    0434965307                           05           12/18/02          0
    22102360                             O            11/18/17
    0


    8240897          T76/R44             F           30,000.00         ZZ
                                         360         29,887.90          1
                                       9.400            250.07         17
                                       8.900            250.07
1


    CHICAGO          IL   60634          5            11/12/02         00
    0434965786                           05           12/18/02          0
    11095                                O            11/18/32
    0


    8240949          F34/G02             F          175,800.00         ZZ
                                         360        175,369.45          1
                                       8.500          1,351.75         80
                                       8.250          1,351.75
    MARTINSBURG      WV   25401          1            10/31/02         34
    0435332598                           03           12/01/02          0
    02921051                             O            11/01/32
    0


    8241101          F89/R44             F          162,000.00         ZZ
                                         360        161,687.96          1
                                       8.250          1,217.05         90
                                       7.750          1,217.05
    PALMDALE         CA   93550          1            11/15/02         11
    0435002084                           05           01/01/03         25
    13324087                             O            12/01/32
    0


    8241149          624/G02             F          150,000.00         ZZ
                                         180        148,617.49          2
                                       7.375          1,379.89         47
                                       7.125          1,379.89
    SAN DIEGO        CA   92105          5            11/15/02         00
    0435012695                           05           01/01/03          0
    1000015399                           O            12/01/17
    0


    8241263          E65/G02             F           54,000.00         ZZ
                                         360         53,903.67          1
                                       8.625            420.01         90
                                       8.375            420.01
    INDIANAPOLIS     IN   46201          1            11/19/02         34
    0435042569                           05           01/01/03          0
    254103                               N            12/01/32
    0


    8241389          W39/R44             F           59,400.00         ZZ
                                         360         59,316.18          1
                                       9.750            510.34         90
                                       9.250            510.34
    FORT WORTH       TX   76134          1            11/19/02         34
    0435019898                           05           01/01/03          0
    122561                               O            12/01/32
    0
1




    8241391          758/R44             F           60,000.00         ZZ
                                         360         59,875.32          1
                                       7.875            435.04         67
                                       7.375            435.04
    WACO             TX   76712          5            11/13/02         34
    0435111992                           05           01/01/03          0
    561206                               O            12/01/32
    0


    8241403          W39/G02             F          144,000.00         ZZ
                                         360        143,715.48          1
                                       8.125          1,069.20         80
                                       7.875          1,069.20
    FLOWER MOUND     TX   75028          5            11/25/02         34
    0435021522                           05           01/01/03          0
    123432                               N            12/01/32
    0


    8241405          R84/R44             F           35,000.00         ZZ
                                         360         34,920.62          1
                                       8.875            278.48         40
                                       8.375            278.48
    BATON ROUGE      LA   70807          5            10/30/02         00
    0435115019                           05           12/01/02          0
    R2100033                             O            11/01/32
    0


    8241451          P34/G02             F          117,300.00         ZZ
                                         360        117,012.69          1
                                       8.500            901.94         85
                                       8.250            901.94
    WARWICK          RI   02888          5            10/25/02         34
    0435062302                           05           12/01/02          0
    15507                                O            11/01/32
    0


    8241457          M63/G02             F           97,200.00         ZZ
                                         180         97,007.95          1
                                       8.125            721.71         87
                                       7.875            721.71
    RACINE           WI   53402          5            11/07/02         34
    0435155965                           05           01/01/03          0
    20211336N                            O            12/01/17
    0


    8241475          U35/G02             F          199,900.00         ZZ
                                         360        199,452.15          1
1


                                       7.500          1,397.73         78
                                       7.250          1,397.73
    FRESNO           CA   93720          5            11/15/02         34
    0435049275                           05           01/01/03          0
    0010064886                           O            12/01/32
    0


    8241507          E44/G02             F           73,500.00         ZZ
                                         360         73,289.07          1
                                       7.625            520.23         75
                                       7.375            520.23
    OGDEN            UT   84401          5            11/22/02         34
    0435179015                           05           01/01/03          0
    1                                    N            12/01/32
    0


    8241525          R84/G02             F          248,200.00         ZZ
                                         360        247,657.65          1
                                       7.625          1,756.74         85
                                       7.375          1,756.74
    HOODSPORT        WA   98548          5            11/05/02         23
    0435027669                           05           01/01/03          0
    WA800882                             O            12/01/32
    0


    8241531          B39/R44             F           88,000.00         ZZ
                                         360         87,834.77          1
                                       8.375            668.86         64
                                       7.875            668.86
    ST. PAUL         MN   55106          5            11/21/02         34
    0435044664                           05           01/01/03          0
    20022851F                            O            12/01/32
    0


    8241581          W17/R44             F           80,750.00         ZZ
                                         360         80,644.77          1
                                      10.125            716.11         85
                                       9.625            716.11
    MIAMI            FL   33147          5            11/18/02         34
    0435181722                           05           01/01/03          0
    020283                               O            12/01/32
    0


    8241601          950/R44             F           98,000.00         ZZ
                                         180         97,208.41          1
                                       8.875            986.71         90
                                       8.375            986.71
    WINTHROP         WA   98862          5            11/13/02         34
    0435006556                           05           01/01/03          0
1


    209219                               O            12/01/17
    0


    8241789          P48/R44             F           89,000.00         ZZ
                                         180         88,357.67          1
                                       8.250            863.42         39
                                       7.750            863.42
    CLOQUET          MN   55720          5            11/25/02         00
    0434999629                           05           02/01/03          0
    10189291                             O            01/01/18
    0


    8241815          R84/G02             F           46,000.00         ZZ
                                         180         45,474.58          1
                                       8.250            446.26         84
                                       8.000            446.26
    MONTEVALLO       AL   35115          2            10/31/02         23
    0435039524                           05           12/01/02          0
    WA900266                             N            11/01/17
    0


    8241839          F44/R44             F           42,000.00         ZZ
                                         180         41,882.36          1
                                       8.950            336.43         60
                                       8.450            336.43
    PLANTER          VA   23420          5            09/25/02         34
    0435068952                           27           11/01/02          0
    72800050                             O            10/01/17
    0


    8241857          U05/G02             F          110,500.00         ZZ
                                         360        110,297.75          1
                                       8.500            849.65         85
                                       8.250            849.65
    PHARR            TX   78577          2            11/06/02         10
    0435115704                           05           01/01/03         12
    3274886                              O            12/01/32
    0


    8241907          W39/G02             F          170,000.00         ZZ
                                         360        169,599.25          1
                                       8.000          1,247.40         90
                                       7.750          1,247.40
    BRIGHTON         CO   80601          5            11/22/02         34
    0435038435                           05           01/01/03          0
    124171                               O            12/01/32
    0


1


    8241929          S20/R44             F           54,000.00         ZZ
                                         360         53,927.58          1
                                       9.990            473.49         90
                                       9.490            473.49
    WINNSBORO        SC   29180          1            11/22/02         34
    0435106125                           05           01/01/03          0
    0206518                              O            12/01/32
    0


    8241935          U05/G02             F          283,200.00         ZZ
                                         360        282,596.48          1
                                       7.750          2,028.88         80
                                       7.500          2,028.88
    AUSTIN           TX   78704          5            11/06/02         00
    0435000922                           05           01/01/03          0
    3277047                              O            12/01/32
    0


    8241979          F62/G02             F           72,000.00         ZZ
                                         180         71,307.12          1
                                       6.875            642.14         59
                                       6.625            642.14
    MIAMI            FL   33055          5            11/05/02         34
    0435035332                           05           01/01/03          0
    29509                                O            12/01/17
    0


    8242291          S54/R44             F           28,000.00         ZZ
                                         180         27,748.18          1
                                       9.375            290.28         39
                                       8.875            290.28
    INDIANAPOLIS     IN   46226          5            11/14/02         00
    0435066196                           05           01/01/03          0
    7480272                              O            12/01/17
    0


    8242331          S54/R44             F           72,800.00         ZZ
                                         360         72,676.65          1
                                       8.875            579.23         78
                                       8.375            579.23
    AMELIA           OH   45102          5            11/14/02         00
    0435066162                           05           01/01/03          0
    7510359                              O            12/01/32
    0


    8242547          E22/R44             F          128,000.00         ZZ
                                         360        127,727.22          1
                                       7.750            917.01         80
                                       7.250            917.01
1


    SALT LAKE CITY   UT   84111          5            11/22/02         00
    0414998526                           05           01/01/03          0
    0414998526                           O            12/01/32
    0


    8242705          E22/G02             F           99,000.00         ZZ
                                         360         98,814.12          1
                                       8.375            752.47         90
                                       8.125            752.47
    INDIANAPOLIS     IN   46237          1            11/27/02         23
    0415030634                           05           01/01/03          0
    0415030634                           N            12/01/32
    0


    8242741          E22/R44             F          120,000.00         ZZ
                                         360        119,750.63          1
                                       7.875            870.08         69
                                       7.375            870.08
    DENVER           CO   80219          5            11/22/02         00
    0415046630                           05           01/01/03          0
    0415046630                           O            12/01/32
    0


    8242775          E22/R44             F          226,000.00         ZZ
                                         360        225,607.08          1
                                       8.750          1,777.94         68
                                       8.250          1,777.94
    NEW PORT RICHEY  FL   34654          5            11/22/02         34
    0415158179                           05           01/01/03          0
    0415158179                           O            12/01/32
    0


    8242789          E22/R44             F           58,400.00         ZZ
                                         360         58,306.06          1
                                       9.125            475.16         80
                                       8.625            475.16
    DURHAM           NC   27701          1            11/26/02         00
    0415185610                           05           01/01/03          0
    0415185610                           N            12/01/32
    0


    8242823          E22/G02             F           80,000.00         ZZ
                                         360         79,833.73          1
                                       7.875            580.06         83
                                       7.625            580.06
    WESLEY CHAPEL    FL   33544          5            11/22/02         34
    0415205707                           27           01/01/03          0
    0415205707                           O            12/01/32
    0
1




    8242841          E22/R44             F           24,000.00         ZZ
                                         180         23,812.53          1
                                       9.250            247.01         35
                                       8.750            247.01
    MADERA           CA   93638          5            11/14/02         00
    0415239326                           05           01/01/03          0
    0415239326                           N            12/01/17
    0


    8242845          E22/G02             F           85,000.00         ZZ
                                         360         84,852.21          1
                                       8.750            668.70         90
                                       8.500            668.70
    RICHMOND         VA   23237          5            11/26/02         34
    0415243898                           05           01/01/03          0
    0415243898                           N            12/01/32
    0


    8242849          E22/G02             F          103,500.00         ZZ
                                         360        103,324.65          1
                                       8.875            823.49         90
                                       8.625            823.49
    FRESNO           CA   93727          1            11/16/02         34
    0415246511                           05           01/01/03          0
    0415246511                           N            12/01/32
    0


    8242875          E22/G02             F           44,200.00         T
                                         360         44,125.10          1
                                       8.875            351.68         85
                                       8.625            351.68
    HARBOR BEACH     MI   48441          1            11/27/02         34
    0415280114                           05           01/01/03          0
    0415280114                           O            12/01/32
    0


    8242887          E22/G02             F           58,650.00         ZZ
                                         360         58,528.13          1
                                       7.875            425.25         82
                                       7.625            425.25
    PUNTA GORDA      FL   33950          5            11/21/02         23
    0415287937                           05           01/01/03          0
    0415287937                           O            12/01/32
    0


    8242889          E22/G02             F          165,750.00         ZZ
                                         360        165,405.55          1
1


                                       7.875          1,201.80         84
                                       7.625          1,201.80
    VENICE           FL   34293          5            11/22/02         34
    0415289966                           05           01/01/03          0
    0415289966                           O            12/01/32
    0


    8242897          E22/R44             F          203,920.00         ZZ
                                         360        203,600.40          1
                                       9.250          1,677.60         80
                                       8.750          1,677.60
    LITCHFIELD       NH   03051          1            11/27/02         00
    0415292531                           05           01/01/03          0
    0415292531                           O            12/01/32
    0


    8242903          E22/G02             F          169,000.00         ZZ
                                         360        168,437.02          1
                                       8.750          1,329.52         94
                                       8.500          1,329.52
    GRAND BAY        AL   36619          5            11/22/02         23
    0415299197                           05           01/01/03          0
    0415299197                           O            12/01/32
    0


    8242911          E22/R44             F          120,000.00         ZZ
                                         360        119,785.92          1
                                       8.625            933.35         67
                                       8.125            933.35
    UNIVERSITY PLAC  WA   98466          5            11/21/02         00
    0415305200                           05           01/01/03          0
    0415305200                           N            12/01/32
    0


    8242913          E22/G02             F           72,000.00         ZZ
                                         360         71,864.81          1
                                       8.375            547.25         80
                                       8.125            547.25
    DELTONA          FL   32738          5            11/27/02         34
    0415306794                           05           01/01/03          0
    0415306794                           N            12/01/32
    0


    8242925          E22/R44             F           57,600.00         ZZ
                                         360         57,480.30          1
                                       7.875            417.64         80
                                       7.375            417.64
    OKLAHOMA CITY    OK   73119          5            11/22/02         34
    0415314236                           05           01/01/03          0
1


    0415314236                           O            12/01/32
    0


    8242935          E22/R44             F           51,545.00         ZZ
                                         180         51,090.18          1
                                       7.875            488.88         70
                                       7.375            488.88
    YOSEMITE         KY   42566          5            11/22/02         34
    0415320563                           27           01/01/03          0
    0415320563                           O            12/01/17
    0


    8242975          E22/R44             F          175,000.00         ZZ
                                         360        174,617.59          1
                                       7.625          1,238.64         77
                                       7.125          1,238.64
    LOS ANGELES      CA   90018          5            11/20/02         34
    0415322155                           05           01/01/03          0
    0415322155                           O            12/01/32
    0


    8242991          E22/R44             F          105,000.00         ZZ
                                         360        104,776.25          1
                                       7.750            752.23         75
                                       7.250            752.23
    CLEWISTON        FL   33440          5            11/20/02         00
    0415366632                           05           01/01/03          0
    0415366632                           O            12/01/32
    0


    8242999          E22/G02             F           87,200.00         ZZ
                                         360         87,027.71          1
                                       8.125            647.46         80
                                       7.875            647.46
    CANYON LAKE      TX   78133          5            11/21/02         00
    0414397380                           05           01/01/03          0
    0414397380                           O            12/01/32
    0


    8243003          E22/G02             F          185,250.00         ZZ
                                         180        183,720.01          1
                                       8.625          1,837.83         95
                                       8.375          1,837.83
    MONTGOMERY       AL   36117          2            11/22/02         34
    0414750745                           03           01/01/03          0
    0414750745                           O            12/01/17
    0


1


    8243005          E22/R44             F           75,000.00         ZZ
                                         180         74,343.60          1
                                       9.125            766.29         75
                                       8.625            766.29
    EL RENO          OK   73036          1            11/27/02         34
    0414863605                           05           01/01/03          0
    0414863605                           O            12/01/17
    0


    8243009          E22/G02             F          125,300.00         ZZ
                                         360        125,000.11          1
                                       8.000            919.41         76
                                       7.750            919.41
    MIAMI            FL   33193          5            11/22/02         34
    0414885392                           05           01/01/03          0
    0414885392                           O            12/01/32
    0


    8243013          E22/R44             F          105,500.00         ZZ
                                         360        105,257.70          1
                                       7.375            728.66         69
                                       6.875            728.66
    FORT LAUDERDALE  FL   33324          5            11/22/02         34
    0415371111                           01           01/01/03          0
    0415371111                           O            12/01/32
    0


    8243061          E22/G02             F          119,600.00         ZZ
                                         360        119,357.65          1
                                       8.000            877.58         80
                                       7.750            877.58
    HOUSTON          TX   77095          5            11/22/02         34
    0415534841                           03           01/01/03          0
    0415534841                           O            12/01/32
    0


    8243083          W82/G02             F           76,000.00         ZZ
                                         240         75,585.67          1
                                       7.500            612.25         83
                                       7.250            612.25
    LORAIN           OH   44052          5            11/16/02         34
    0435165246                           05           01/01/03          0
    910002921                            O            12/01/22
    0


    8243113          E22/R44             F           85,000.00         ZZ
                                         360         84,883.18          1
                                       9.875            738.10         85
                                       9.375            738.10
1


    NEW ORLEANS      LA   70122          5            11/22/02         34
    0415405430                           05           01/01/03          0
    0415405430                           O            12/01/32
    0


    8243137          E22/G02             F           27,900.00         ZZ
                                         360         27,850.23          1
                                       8.625            217.00         90
                                       8.375            217.00
    HOUSTON          TX   77016          1            11/27/02         34
    0415417047                           05           01/01/03          0
    0415417047                           N            12/01/32
    0


    8243141          E22/G02             F           93,500.00         ZZ
                                         360         93,310.53          1
                                       8.000            686.07         58
                                       7.750            686.07
    HOPELAWN         NJ   08861          5            11/22/02         34
    0415419688                           05           01/01/03          0
    0415419688                           O            12/01/32
    0


    8243145          E22/R44             F          109,600.00         ZZ
                                         360        109,380.60          1
                                       8.375            833.04         80
                                       7.875            833.04
    HOUSTON          TX   77031          5            11/22/02         34
    0415422237                           03           01/01/03          0
    0415422237                           O            12/01/32
    0


    8243203          E22/G02             F           38,250.00         ZZ
                                         180         37,941.03          1
                                       8.875            385.12         75
                                       8.625            385.12
    FT. LAUDERDALE   FL   33314          1            11/27/02         34
    0415450121                           08           01/01/03          0
    0415450121                           N            12/01/17
    0


    8243211          E22/G02             F          339,750.00         ZZ
                                         360        339,025.97          1
                                       7.750          2,434.01         75
                                       7.500          2,434.01
    ALBUQUERQUE      NM   87111          1            11/26/02         34
    0415451947                           05           01/01/03          0
    0415451947                           O            12/01/32
    0
1




    8243213          E22/R44             F           99,400.00         ZZ
                                         360         99,208.54          1
                                       8.250            746.76         75
                                       7.750            746.76
    BRADENTON        FL   34205          5            11/22/02         34
    0415452150                           05           01/01/03          0
    0415452150                           O            12/01/32
    0


    8243215          E22/G02             F           80,500.00         ZZ
                                         360         80,328.46          1
                                       7.750            576.71         84
                                       7.500            576.71
    GRAND HAVEN      MI   49417          5            11/22/02         34
    0415452325                           05           01/01/03          0
    0415452325                           O            12/01/32
    0


    8243233          E22/G02             F          134,000.00         ZZ
                                         180        132,724.30          1
                                       7.000          1,204.43         61
                                       6.750          1,204.43
    TOMS RIVER       NJ   08753          5            11/22/02         34
    0415462597                           05           01/01/03          0
    0415462597                           O            12/01/17
    0


    8243259          W39/G02             F           52,000.00         ZZ
                                         360         51,899.83          1
                                       8.250            390.66         80
                                       8.000            390.66
    ARLINGTON        TX   76014          1            11/21/02         34
    0435121363                           07           01/01/03          0
    PNI24084                             N            12/01/32
    0


    8243279          E82/G02             F          108,700.00         ZZ
                                         360        108,474.10          1
                                       7.875            788.15         80
                                       7.625            788.15
    FERNDALE         MI   48220          2            11/27/02         34
    0400731873                           05           01/01/03          0
    4757209                              O            12/01/32
    0


    8243281          E22/G02             F          192,000.00         T
                                         360        191,657.47          1
1


                                       8.625          1,493.36         80
                                       8.375          1,493.36
    KEY LARGO        FL   33037          5            11/27/02         34
    0415472000                           08           01/01/03          0
    0415472000                           O            12/01/32
    0


    8243287          E22/G02             F          103,200.00         ZZ
                                         360        102,957.00          1
                                       7.250            704.01         80
                                       7.000            704.01
    HOUSTON          TX   77025          5            11/22/02         34
    0415325612                           05           01/01/03          0
    0415325612                           O            12/01/32
    0


    8243293          E22/G02             F          144,800.00         ZZ
                                         360        144,441.84          1
                                       7.000            963.36         80
                                       6.750            963.36
    ASHEVILLE        NC   28803          5            11/22/02         34
    0415329648                           05           01/01/03          0
    0415329648                           O            12/01/32
    0


    8243301          E22/G02             F          129,600.00         ZZ
                                         180        127,984.46          1
                                       6.875          1,155.84         80
                                       6.625          1,155.84
    LAKEWORTH        FL   33463          5            11/22/02         34
    0415337401                           03           01/01/03          0
    0415337401                           O            12/01/17
    0


    8243307          E22/R44             F          198,000.00         ZZ
                                         360        197,705.51          1
                                       9.500          1,664.89         90
                                       9.000          1,664.89
    HATTIESBURG      MS   39402          5            11/22/02         34
    0415341122                           05           01/01/03          0
    0415341122                           O            12/01/32
    0


    8243317          E22/G02             F          182,400.00         ZZ
                                         360        181,991.34          4
                                       7.500          1,275.37         80
                                       7.250          1,275.37
    TACOMA           WA   98408          5            11/21/02         34
    0415347574                           05           01/01/03          0
1


    0415347574                           N            12/01/32
    0


    8243319          E22/R44             F           76,500.00         ZZ
                                         360         76,383.19          1
                                       9.375            636.29         79
                                       8.875            636.29
    BESSEMER         AL   35022          5            11/22/02         00
    0415350412                           05           01/01/03          0
    0415350412                           O            12/01/32
    0


    8243333          E22/R44             F          161,000.00         ZZ
                                         360        160,727.21          1
                                       8.875          1,280.99         68
                                       8.375          1,280.99
    ENGLEWOOD        CO   80112          5            11/22/02         34
    0415476829                           05           01/01/03          0
    0415476829                           O            12/01/32
    0


    8243337          E22/R44             F          100,000.00         ZZ
                                         360         99,807.37          1
                                       8.250            751.27         61
                                       7.750            751.27
    APPLE VALLEY     MN   55124          5            11/26/02         34
    0415480409                           05           01/01/03          0
    0415480409                           O            12/01/32
    0


    8243341          E22/R44             F          110,000.00         ZZ
                                         360        109,753.55          1
                                       7.500            769.14         70
                                       7.000            769.14
    ORMOND BEACH     FL   32176          5            11/22/02         34
    0415483247                           05           01/01/03          0
    0415483247                           O            12/01/32
    0


    8243393          E22/G02             F           99,500.00         ZZ
                                         360         99,322.50          1
                                       8.625            773.90         86
                                       8.375            773.90
    BOISE            ID   83716          5            11/22/02         34
    0415516251                           03           01/01/03          0
    0415516251                           O            12/01/32
    0


1


    8243409          E22/G02             F          179,350.00         ZZ
                                         360        178,977.28          1
                                       7.875          1,300.41         80
                                       7.625          1,300.41
    PLANO            TX   75075          5            11/22/02         34
    0415528892                           05           01/01/03          0
    0415528892                           O            12/01/32
    0


    8243451          W82/G02             F           82,350.00         ZZ
                                         240         81,971.40          1
                                       8.875            734.32         90
                                       8.625            734.32
    JACKSONVILLE     FL   32246          5            11/15/02         34
    0435027511                           05           01/01/03          0
    910002936                            O            12/01/22
    0


    8243531          W82/R44             F          112,000.00         ZZ
                                         360        111,586.39          1
                                       8.750            881.10         66
                                       8.250            881.10
    BRISTOL          PA   19007          5            11/06/02         34
    0435026844                           05           01/01/03          0
    910002867                            O            12/01/32
    0


    8243533          F89/G02             F          211,920.00         ZZ
                                         360        211,479.59          1
                                       7.875          1,536.57         80
                                       7.625          1,536.57
    LITTLEROCK AREA  CA   93543          1            11/11/02         34
    0435027008                           05           01/01/03          0
    23208                                N            12/01/32
    0


    8243541          Q67/R44             F           31,625.00         ZZ
                                         180         31,579.84          1
                                       9.990            277.30         25
                                       9.490            277.30
    SEMMES           AL   36575          1            11/19/02         00
    0434995239                           05           01/01/03          0
    20S68044                             O            12/01/17
    0


    8243543          Q67/R44             F           27,200.00         ZZ
                                         180         27,181.07          1
                                      12.990            300.68         20
                                      12.490            300.68
1


    KENOSHA          WI   53140          5            11/18/02         00
    0434990321                           05           01/01/03          0
    10S67787                             O            12/01/17
    0


    8243545          Q67/R44             F           16,800.00         ZZ
                                         180         16,688.01          1
                                      10.990            190.85         20
                                      10.490            190.85
    ROSSFORD         OH   43460          1            11/22/02         00
    0434991717                           05           01/01/03          0
    10S67591                             O            12/01/17
    0


    8243547          Q67/R44             F           23,250.00         ZZ
                                         180         23,095.02          1
                                      10.990            264.12         15
                                      10.490            264.12
    UNION CITY       TN   38261          5            11/21/02         00
    0434997060                           05           01/01/03          0
    22S68170                             O            12/01/17
    0


    8243549          Q67/R44             F           17,380.00         ZZ
                                         180         17,361.17          1
                                      10.990            165.39         20
                                      10.490            165.39
    LOUISVILLE       KY   40216          1            11/15/02         00
    0434989497                           05           01/01/03          0
    20S67924                             O            12/01/17
    0


    8243551          Q67/R44             F           17,000.00         ZZ
                                         180         16,981.60          1
                                      10.990            161.77         25
                                      10.490            161.77
    ATLANTIC         IA   50022          1            11/15/02         00
    0434992236                           05           01/01/03          0
    20S67263                             O            12/01/17
    0


    8243553          Q67/R44             F           18,400.00         ZZ
                                         180         18,380.08          1
                                      10.990            175.09         20
                                      10.490            175.09
    MILWAUKEE        WI   53218          5            11/20/02         00
    0434995189                           05           01/01/03          0
    10S68152                             O            12/01/17
    0
1




    8243555          Q67/R44             F           35,600.00         ZZ
                                         180         35,412.78          1
                                      13.500            462.21         20
                                      13.000            462.21
    MARINE CITY      MI   48039          5            11/15/02         00
    0434990016                           05           01/01/03          0
    10S67849                             O            12/01/17
    0


    8243559          Q67/R44             F           33,380.00         ZZ
                                         180         33,350.98          1
                                      11.990            343.10         20
                                      11.490            343.10
    PORT HURON       MI   48060          1            11/14/02         00
    0434990040                           05           01/01/03          0
    10S66452                             O            12/01/17
    0


    8243561          Q67/R44             F           17,000.00         ZZ
                                         180         16,886.68          1
                                      10.990            193.12         20
                                      10.490            193.12
    FAYETTEVILLE     TN   37334          5            11/15/02         00
    0434990743                           05           01/01/03          0
    22S67977                             O            12/01/17
    0


    8243565          Q67/R44             F           17,780.00         ZZ
                                         180         17,650.10          1
                                       9.990            190.96         20
                                       9.490            190.96
    LEBANON          TN   37087          1            11/22/02         00
    0434989695                           05           01/01/03          0
    22S68510                             O            12/01/17
    0


    8243569          Q67/R44             F           28,800.00         ZZ
                                         180         28,779.99          1
                                      12.990            318.36         20
                                      12.490            318.36
    TAMPA            FL   33614          1            11/13/02         00
    0434991709                           05           01/01/03          0
    20S67944                             O            12/01/17
    0


    8243571          Q67/R44             F           37,400.00         ZZ
                                         180         37,363.70          1
1


                                      11.490            370.09         20
                                      10.990            370.09
    MADISON          WI   53716          5            11/15/02         00
    0434993127                           05           01/01/03          0
    10S68020                             O            12/01/17
    0


    8243573          Q67/R44             F           25,500.00         ZZ
                                         180         25,472.41          1
                                      10.990            242.65         25
                                      10.490            242.65
    KENTWOOD         MI   49548          1            11/22/02         00
    0434996302                           05           01/01/03          0
    10S67961                             O            12/01/17
    0


    8243575          Q67/R44             F           26,000.00         ZZ
                                         180         25,969.28          1
                                      10.990            247.41         20
                                      10.490            247.41
    LEES SUMMIT      MO   64081          5            11/19/02         00
    0434995304                           05           01/01/03          0
    20S68160                             O            12/01/17
    0


    8243577          Q67/R44             F           21,200.00         ZZ
                                         240         21,112.35          1
                                      10.500            211.66         20
                                      10.000            211.66
    BURTON           MI   48509          5            11/20/02         00
    0434989372                           05           01/01/03          0
    10S67666                             O            12/01/22
    0


    8243579          Q67/R44             F           48,280.00         ZZ
                                         180         48,242.46          1
                                      12.490            514.90         20
                                      11.990            514.90
    LEE'S SUMMIT     MO   64082          1            11/22/02         00
    0434991147                           05           01/01/03          0
    20S66407                             O            12/01/17
    0


    8243581          Q67/R44             F           26,780.00         ZZ
                                         180         26,613.56          1
                                      11.990            321.24         20
                                      11.490            321.24
    MARYSVILLE       MI   48040          1            11/22/02         00
    0434994448                           05           01/01/03          0
1


    10S67376                             O            12/01/17
    0


    8243583          Q67/R44             F           25,600.00         ZZ
                                         180         25,571.49          1
                                      10.990            243.61         20
                                      10.490            243.61
    FORT LAUDERDALE  FL   33312          5            11/21/02         00
    0434989745                           05           01/01/03          0
    20S68040                             O            12/01/17
    0


    8243585          Q67/R44             F           21,000.00         ZZ
                                         180         20,872.51          1
                                      11.990            251.90         15
                                      11.490            251.90
    HOLLY            MI   48442          1            11/19/02         00
    0434991485                           05           01/01/03          0
    10S67419                             O            12/01/17
    0


    8243587          Q67/R44             F           25,000.00         ZZ
                                         180         24,855.22          1
                                      12.490            307.97         20
                                      11.990            307.97
    NASHVILLE        TN   37214          1            11/19/02         00
    0434990859                           05           01/01/03          0
    22S68141                             O            12/01/17
    0


    8243589          Q67/R44             F           19,570.00         ZZ
                                         180         19,461.94          1
                                      12.990            247.48         20
                                      12.490            247.48
    DETROIT          MI   48219          1            11/13/02         00
    0434994844                           05           01/01/03          0
    10S67637                             O            12/01/17
    0


    8243593          Q67/R44             F           16,400.00         ZZ
                                         180         16,280.18          1
                                       9.990            176.14         20
                                       9.490            176.14
    JACKSON          TN   38305          1            11/22/02         00
    0434997540                           05           01/01/03          0
    22S68184                             O            12/01/17
    0


1


    8243595          Q67/R44             F           18,000.00         ZZ
                                         180         17,980.50          1
                                      10.990            171.29         20
                                      10.490            171.29
    PENSACOLA        FL   32526          5            11/19/02         00
    0434999991                           05           01/01/03          0
    20S68032                             O            12/01/17
    0


    8243597          Q67/R44             F           51,500.00         ZZ
                                         180         51,097.37          1
                                       9.240            529.73         72
                                       8.740            529.73
    JOELTON          TN   37080          5            11/12/02         34
    0435002134                           05           01/01/03          0
    20F67999                             O            12/01/17
    0


    8243613          W82/G02             F           80,750.00         ZZ
                                         360         80,623.45          1
                                       9.250            664.31         85
                                       9.000            664.31
    INDEPENDENCE     MO   64050          5            11/02/02         34
    0435027735                           05           01/01/03          0
    910002856                            N            12/01/32
    0


    8243657          Q67/R44             F           40,000.00         ZZ
                                         180         39,942.94          1
                                       9.700            342.20         41
                                       9.200            342.20
    GAYLORD          MI   49735          5            11/19/02         00
    0434973822                           05           01/01/03          0
    40F67801                             O            12/01/17
    0


    8243665          Q67/R44             F          129,500.00         ZZ
                                         180        128,191.16          1
                                       9.890          1,125.95         70
                                       9.390          1,125.95
    DETROIT          MI   48215          5            11/21/02         00
    0434974648                           05           01/01/03          0
    10F67735                             O            12/01/17
    0


    8243699          Q67/R44             F           53,000.00         ZZ
                                         240         52,752.47          1
                                       8.750            468.37         71
                                       8.250            468.37
1


    SCOTTSBURG       IN   47170          5            11/18/02         34
    0434978243                           05           01/01/03          0
    20F68088                             O            12/01/22
    0


    8243759          Q67/R44             F           51,000.00         ZZ
                                         360         50,919.81          1
                                       9.240            419.20         60
                                       8.740            419.20
    LAKE GENEVA      WI   53147          5            11/19/02         34
    0434981536                           05           01/01/03          0
    10F66881                             O            12/01/32
    0


    8243767          Q67/R44             F           31,500.00         ZZ
                                         360         31,267.50          1
                                      11.490            311.71         70
                                      10.990            311.71
    DETROIT          MI   48228          5            11/20/02         34
    0434996609                           05           01/01/03          0
    10F67643                             O            12/01/32
    0


    8243777          Q67/R44             F           18,700.00         ZZ
                                         180         18,596.74          1
                                      12.990            236.48         20
                                      12.490            236.48
    HIXSON           TN   37343          1            11/18/02         00
    0434996039                           05           01/01/03          0
    22S68144                             O            12/01/17
    0


    8243779          Q30/G02             F          271,700.00         ZZ
                                         360        271,189.81          1
                                       8.375          2,065.12         95
                                       8.125          2,065.12
    STROUDSBURG      PA   18360          5            11/08/02         23
    0435030440                           05           01/01/03          0
    21018129                             O            12/01/32
    0


    8243781          Q67/R44             F           16,931.00         ZZ
                                         180         16,818.16          1
                                      10.990            192.33         15
                                      10.490            192.33
    HERMITAGE        TN   37076          1            11/08/02         00
    0434994174                           05           01/01/03          0
    22S67954                             O            12/01/17
    0
1




    8243783          Q67/R44             F           30,450.00         ZZ
                                         180         30,417.03          1
                                      10.990            289.76         19
                                      10.490            289.76
    LOUISVILLE       KY   40241          1            11/08/02         00
    0434991139                           05           01/01/03          0
    20S67769                             O            12/01/17
    0


    8243785          Q67/R44             F           22,920.00         ZZ
                                         180         22,902.18          1
                                      12.490            244.44         20
                                      11.990            244.44
    DELAND           FL   32720          1            11/18/02         00
    0434993614                           05           01/01/03          0
    20S67870                             O            12/01/17
    0


    8243787          Q67/R44             F           21,400.00         ZZ
                                         180         21,243.65          1
                                       9.990            229.84         20
                                       9.490            229.84
    MEMPHIS          TN   38115          1            11/18/02         00
    0434991824                           05           01/01/03          0
    22S68052                             O            12/01/17
    0


    8243795          Q67/R44             F           25,600.00         ZZ
                                         180         25,582.20          1
                                      12.990            282.99         20
                                      12.490            282.99
    BATON ROUGE      LA   70806          1            11/13/02         00
    0434998241                           05           01/01/03          0
    20S67500                             O            12/01/17
    0


    8243799          Q67/R44             F           29,500.00         ZZ
                                         180         29,471.38          1
                                      11.490            291.91         25
                                      10.990            291.91
    BEREA            KY   40403          1            11/21/02         00
    0434994836                           05           01/01/03          0
    20S68362                             O            12/01/17
    0


    8243801          Q67/R44             F           19,180.00         ZZ
                                         180         19,074.08          1
1


                                      12.990            242.55         20
                                      12.490            242.55
    DETROIT          MI   48224          1            11/21/02         00
    0434994786                           05           01/01/03          0
    10S67091                             O            12/01/17
    0


    8243803          Q67/R44             F           15,200.00         ZZ
                                         180         15,120.05          1
                                      13.500            197.35         20
                                      13.000            197.35
    PORT HURON       MI   48060          1            11/22/02         00
    0434993994                           05           01/01/03          0
    10S67208                             O            12/01/17
    0


    8243805          Q67/R44             F           55,000.00         ZZ
                                         180         54,961.78          1
                                      12.990            607.98         20
                                      12.490            607.98
    MIRAMAR          FL   33027          5            11/21/02         00
    0434991063                           05           01/01/03          0
    20S67996                             O            12/01/17
    0


    8243807          Q67/R44             F           29,000.00         ZZ
                                         180         28,979.82          1
                                      12.990            320.58         20
                                      12.490            320.58
    GLADSTONE        MO   64118          5            11/11/02         00
    0434995734                           05           01/01/03          0
    20S67902                             O            12/01/17
    0


    8243809          Q67/R44             F           27,000.00         ZZ
                                         180         26,981.22          1
                                      12.990            298.47         20
                                      12.490            298.47
    SEFFNER          FL   33584          5            11/14/02         00
    0434989505                           05           01/01/03          0
    20S68042                             O            12/01/17
    0


    8243811          Q67/R44             F           20,700.00         ZZ
                                         180         20,662.81          1
                                       9.990            181.51         20
                                       9.490            181.51
    PARIS            KY   40361          1            10/25/02         00
    0434990628                           05           12/01/02          0
1


    20S67261                             O            11/01/17
    0


    8243815          Q67/R44             F           25,000.00         ZZ
                                         180         24,861.94          1
                                      12.990            316.15         19
                                      12.490            316.15
    SOUTH MILWAUKEE  WI   53172          5            11/19/02         00
    0434991543                           05           01/01/03          0
    10S67654                             O            12/01/17
    0


    8243817          Q67/R44             F           22,600.00         ZZ
                                         180         22,580.40          1
                                      12.000            232.47         20
                                      11.500            232.47
    BOYNE FALLS      MI   49713          1            11/21/02         00
    0434994760                           05           01/01/03          0
    10S68322                             O            12/01/17
    0


    8243819          Q67/R44             F           27,200.00         ZZ
                                         180         27,056.95          1
                                      13.500            353.15         17
                                      13.000            353.15
    PLANTATION       FL   33324          1            11/21/02         00
    0434991857                           01           01/01/03          0
    10S67876                             O            12/01/17
    0


    8243861          K15/R44             F           41,200.00         ZZ
                                         360         41,121.15          1
                                      10.741            384.32         78
                                      10.241            384.32
    ALLEN            NY   14709          5            11/08/02         34
    0434986964                           05           01/01/03          0
    023605504750                         O            12/01/32
    0


    8243891          K15/G02             F           52,000.00         ZZ
                                         360         51,790.18          1
                                       9.430            434.59         80
                                       9.180            434.59
    HARTFORD         MI   49057          5            11/01/02         34
    0434990156                           05           01/01/03          0
    035905504904                         O            12/01/32
    0


1


    8243897          K15/G02             F          136,800.00         ZZ
                                         360        136,573.67          1
                                       8.990          1,099.74         95
                                       8.740          1,099.74
    LOCKPORT         NY   14094          5            11/12/02         23
    0435007224                           05           01/01/03          0
    029505504971                         O            12/01/32
    0


    8243923          K15/R44             F          273,000.00         ZZ
                                         360        272,290.89          2
                                       6.750          1,770.67         46
                                       6.250          1,770.67
    STATEN ISLAND    NY   10307          5            11/07/02         00
    0435020359                           05           01/01/03          0
    011105300251                         O            12/01/32
    0


    8244017          K15/R44             F           59,300.00         ZZ
                                         360         59,237.65          1
                                      11.170            572.36         80
                                      10.670            572.36
    PHOENIXVILLE     PA   19460          1            11/06/02         34
    0435016506                           05           01/01/03          0
    052500110657                         O            12/01/32
    0


    8244019          K15/G02             F           97,600.00         ZZ
                                         360         97,371.05          1
                                       8.710            765.03         80
                                       8.460            765.03
    GLASSBORO        NJ   08028          1            10/29/02         34
    0435031224                           07           12/01/02          0
    052400110677                         O            11/01/32
    0


    8244051          K15/G02             F           63,700.00         ZZ
                                         360         63,608.90          1
                                       9.686            544.29         85
                                       9.436            544.29
    NIAGARA          NY   14305          5            11/07/02         34
    0434990933                           05           01/01/03          0
    029505505476                         O            12/01/32
    0


    8244061          K15/R44             F          134,800.00         ZZ
                                         240        134,318.03          1
                                      10.832          1,376.01         68
                                      10.332          1,376.01
1


    FRANKFORT        NY   13340          5            11/06/02         00
    0434990982                           05           01/01/03          0
    027205505493                         O            12/01/22
    0


    8244127          K15/R44             F          120,000.00         ZZ
                                         180        119,051.55          1
                                       9.118          1,225.56         71
                                       8.618          1,225.56
    JAFFREY          NH   03452          5            11/08/02         34
    0435021076                           05           01/01/03          0
    033305505760                         O            12/01/17
    0


    8244129          K15/G02             F           60,100.00         ZZ
                                         360         59,999.86          1
                                       8.955            481.63         58
                                       8.705            481.63
    RICE LAKE        WI   54868          5            11/11/02         00
    0435020532                           05           01/01/03          0
    013105505767                         O            12/01/32
    0


    8244141          K15/R44             F           60,100.00         ZZ
                                         180         59,625.23          1
                                       9.124            614.02         19
                                       8.624            614.02
    CENTEREACH       NY   11720          5            11/05/02         00
    0435018601                           05           01/01/03          0
    020705505836                         O            12/01/17
    0


    8244147          K15/G02             F          203,700.00         ZZ
                                         360        203,205.46          1
                                       8.223          1,526.47         85
                                       7.973          1,526.47
    ARVERNE          NY   11692          5            11/08/02         34
    0435018437                           07           01/01/03          0
    011205505855                         O            12/01/32
    0


    8244151          K15/G02             F           53,600.00         ZZ
                                         180         53,199.56          1
                                       9.743            567.59         80
                                       9.493            567.59
    BONIFAY          FL   32425          5            11/11/02         34
    0435031067                           27           01/01/03          0
    009305503407                         O            12/01/17
    0
1




    8244171          K15/R44             F          127,000.00         ZZ
                                         180        125,529.39          1
                                      10.741          1,422.89         85
                                      10.241          1,422.89
    MADERA           CA   93638          5            11/01/02         34
    0435020599                           05           01/01/03          0
    038305503740                         O            12/01/17
    0


    8244185          K15/R44             F          139,000.00         ZZ
                                         180        138,067.00          1
                                      10.913          1,572.28         70
                                      10.413          1,572.28
    STRATFORD        CT   06615          5            11/11/02         34
    0434990958                           05           01/01/03          0
    037605503882                         O            12/01/17
    0


    8244193          K15/G02             F           66,500.00         ZZ
                                         360         66,436.91          1
                                      11.592            663.22         95
                                      11.342            663.22
    BRIDGEPORT       CT   06604          5            11/11/02         23
    0435019625                           01           01/01/03          0
    037405503951                         O            12/01/32
    0


    8244195          K15/R44             F           36,600.00         ZZ
                                         240         36,431.52          1
                                      10.200            358.06         53
                                       9.700            358.06
    WATERBURY        CT   06704          5            11/14/02         34
    0434990057                           01           01/01/03          0
    037405503990                         O            12/01/22
    0


    8244225          K15/R44             F           41,600.00         ZZ
                                         180         41,232.82          1
                                      10.554            461.24         80
                                      10.054            461.24
    COLEMAN          FL   33521          5            11/11/02         34
    0434986824                           27           01/01/03          0
    009405504246                         O            12/01/17
    0


    8244231          K15/R44             F          227,500.00         ZZ
                                         360        227,061.80          1
1


                                       8.250          1,709.13         85
                                       7.750          1,709.13
    VALLEY STREAM    NY   11580          5            11/07/02         34
    0434990560                           05           01/01/03          0
    021205505877                         O            12/01/32
    0


    8244233          K15/G02             F           40,800.00         ZZ
                                         360         40,761.51          2
                                      11.616            407.65         95
                                      11.366            407.65
    BUFFALO          NY   14215          5            11/08/02         23
    0435017611                           05           01/01/03          0
    029505505890                         O            12/01/32
    0


    8244239          K15/G02             F           96,000.00         ZZ
                                         360         95,845.98          1
                                       9.138            781.99         80
                                       8.888            781.99
    SARDINIA         NY   14030          5            11/09/02         00
    0435014857                           05           01/01/03          0
    023605505924                         O            12/01/32
    0


    8244275          K15/G02             F           52,000.00         ZZ
                                         360         51,853.57          3
                                      10.118            460.88         80
                                       9.868            460.88
    NORTH TONAWANDA  NY   14120          5            11/13/02         34
    0434986899                           05           01/01/03          0
    023605506126                         N            12/01/32
    0


    8244337          K15/G02             F          176,400.00         ZZ
                                         360        176,004.81          1
                                       7.500          1,233.41         90
                                       7.250          1,233.41
    AMHERST          NY   14051          5            11/13/02         34
    0434986618                           05           01/01/03          0
    029505506228                         O            12/01/32
    0


    8244349          K15/R44             F           69,500.00         ZZ
                                         360         69,431.31          1
                                      11.405            683.22         65
                                      10.905            683.22
    ELSIE            MI   48831          5            11/11/02         00
    0435037908                           27           01/01/03          0
1


    036305506284                         O            12/01/32
    0


    8244365          K15/R44             F          158,100.00         ZZ
                                         360        157,913.51          1
                                      10.590          1,456.85         89
                                      10.090          1,456.85
    JAVA             NY   14083          5            11/13/02         34
    0434996666                           05           01/01/03          0
    029505506422                         O            12/01/32
    0


    8244411          E82/G02             F           88,700.00         ZZ
                                         360         88,496.27          1
                                       7.375            612.63         75
                                       7.125            612.63
    MEMPHIS          TN   38135          2            11/22/02         00
    0400729869                           05           01/01/03          0
    4566958                              O            12/01/32
    0


    8244431          E82/G02             F           91,850.00         ZZ
                                         360         91,659.11          1
                                       7.875            665.98         80
                                       7.625            665.98
    RALPH            AL   35480          2            11/22/02         34
    0400730032                           05           01/01/03          0
    3484022                              O            12/01/32
    0


    8244529          K15/R44             F           49,500.00         ZZ
                                         360         49,436.71          1
                                      11.550            492.08         90
                                      11.050            492.08
    POMPANO BEACH    FL   33069          1            11/08/02         34
    0435028055                           05           01/01/03          0
    050200111117                         O            12/01/32
    0


    8244545          K15/R44             F           43,600.00         ZZ
                                         360         43,549.24          1
                                      10.650            403.72         80
                                      10.150            403.72
    JACKSONVILLE     FL   32220          5            11/06/02         00
    0435007406                           05           01/01/03          0
    050300111146                         O            12/01/32
    0


1


    8244561          E82/G02             F          118,750.00         ZZ
                                         360        118,543.54          1
                                       8.750            934.21         95
                                       8.500            934.21
    MECHANICSVILLE   VA   23111          2            11/22/02         34
    0400717294                           05           01/01/03          0
    5704657                              O            12/01/32
    0


    8244795          E82/G02             F          137,500.00         ZZ
                                         360        137,191.96          1
                                       7.500            961.42         79
                                       7.250            961.42
    FREDERICKSBURG   VA   22406          2            11/22/02         34
    0400721635                           05           01/01/03          0
    3123232                              O            12/01/32
    0


    8244807          K15/R44             F           89,900.00         ZZ
                                         360         89,805.32          1
                                      11.113            863.82         65
                                      10.613            863.82
    BARNSTEAD        NH   03218          5            11/08/02         00
    0434993788                           05           01/01/03          0
    007605505367                         O            12/01/32
    0


    8244817          K15/G02             F           40,000.00         ZZ
                                         240         39,835.26          1
                                       9.741            379.17         73
                                       9.491            379.17
    GIBSON           LA   70356          5            11/08/02         34
    0434986550                           05           01/01/03          0
    000405505418                         O            12/01/22
    0


    8244841          K15/R44             F           98,500.00         ZZ
                                         360         98,384.38          2
                                      10.613            909.35         85
                                      10.113            909.35
    HANOVER          NY   14136          5            11/13/02         34
    0435020656                           05           01/01/03          0
    023605505456                         O            12/01/32
    0


    8244867          Q14/G02             F           35,000.00         ZZ
                                         180         34,659.56          1
                                       6.750            309.72         34
                                       6.500            309.72
1


    OMAHA            NE   68104          5            11/20/02         00
    0435004320                           05           01/01/03          0
    0000210171                           O            12/01/17
    0


    8244965          K15/G02             F          221,000.00         ZZ
                                         360        220,551.26          1
                                       7.990          1,620.08         79
                                       7.740          1,620.08
    NICHOLASVILLE    KY   40356          2            11/04/02         00
    0435004809                           05           01/01/03          0
    048000111348                         O            12/01/32
    0


    8244981          S20/G02             F           48,000.00         ZZ
                                         360         47,911.96          1
                                       8.490            368.74         80
                                       8.240            368.74
    WEST COLUMBIA    SC   29169          5            11/21/02         34
    0435047873                           05           01/01/03          0
    0206522                              O            12/01/32
    0


    8244985          K15/R44             F           70,500.00         ZZ
                                         360         70,421.55          1
                                      10.860            663.94         85
                                      10.360            663.94
    LOUISVILLE       KY   40216          5            11/07/02         23
    0435015797                           05           01/01/03          0
    048000111365                         O            12/01/32
    0


    8245001          K15/G02             F           78,400.00         ZZ
                                         360         78,271.63          1
                                       9.040            633.08         80
                                       8.790            633.08
    BARBOURSVILLE    WV   25504          5            11/05/02         34
    0435018270                           05           01/01/03          0
    046600111388                         O            12/01/32
    0


    8245045          K15/G02             F           89,000.00         ZZ
                                         360         88,879.36          1
                                       9.940            777.10         87
                                       9.690            777.10
    HAMILTON         OH   45013          5            11/12/02         34
    0435012901                           05           01/01/03          0
    048300111445                         N            12/01/32
    0
1




    8245065          K15/R44             F          276,500.00         ZZ
                                         360        275,999.08          1
                                       8.550          2,135.85         70
                                       8.050          2,135.85
    KINGS PARK       NY   11754          1            11/15/02         00
    0435018106                           05           01/01/03          0
    050600111475                         O            12/01/32
    0


    8245073          K15/R44             F           70,000.00         ZZ
                                         120         68,887.04          1
                                       8.680            874.65         54
                                       8.180            874.65
    CORAOPOLIS       PA   15108          5            11/08/02         34
    0435019443                           05           01/01/03          0
    046600111496                         O            12/01/12
    0


    8245091          K15/R44             F          175,000.00         ZZ
                                         360        174,727.43          1
                                       9.280          1,443.49         70
                                       8.780          1,443.49
    MODESTO          CA   95358          5            11/12/02         34
    0435015607                           27           01/01/03          0
    044400111526                         O            12/01/32
    0


    8245097          K15/R44             F           78,700.00         ZZ
                                         180         78,147.40          2
                                      11.280            908.39         75
                                      10.780            908.39
    CHICAGO          IL   60636          5            11/12/02         00
    0434986410                           05           01/01/03          0
    046100111547                         N            12/01/17
    0


    8245103          K15/G02             F           90,000.00         ZZ
                                         360         89,813.53          1
                                       7.890            653.50         70
                                       7.640            653.50
    BELLPORT         NY   11713          5            11/13/02         34
    0434991089                           05           01/01/03          0
    050600111565                         O            12/01/32
    0


    8245133          K15/G02             F           42,000.00         ZZ
                                         180         41,946.48          1
1


                                      10.230            375.74         50
                                       9.980            375.74
    FINLEYVILLE      PA   15332          5            11/12/02         00
    0435037783                           05           01/01/03          0
    046600111609                         O            12/01/17
    0


    8245215          K15/R44             F           81,500.00         ZZ
                                         180         80,920.20          1
                                      10.281            889.87         47
                                       9.781            889.87
    LYNN             MA   01902          5            11/18/02         00
    0434986873                           05           01/01/03          0
    029705503157                         O            12/01/17
    0


    8245313          K15/R44             F           84,700.00         ZZ
                                         180         84,126.82          1
                                      10.825            953.41         85
                                      10.325            953.41
    WARWICK          RI   02888          2            11/11/02         34
    0435020391                           05           01/01/03          0
    029705503876                         O            12/01/17
    0


    8245325          K15/R44             F           59,000.00         ZZ
                                         180         58,588.60          1
                                      10.500            652.19         54
                                      10.000            652.19
    PARMA            OH   44134          5            11/06/02         00
    0434987079                           05           01/01/03          0
    028705503946                         O            12/01/17
    0


    8245331          K15/G02             F           62,400.00         ZZ
                                         360         62,296.75          1
                                       8.990            501.64         80
                                       8.740            501.64
    OGDEN            UT   84401          5            11/04/02         34
    0435013891                           05           01/01/03          0
    037205503973                         O            12/01/32
    0


    8245355          K15/R44             F           51,000.00         ZZ
                                         180         50,652.33          1
                                      10.755            571.84         79
                                      10.255            571.84
    WARREN           OH   44483          5            11/09/02         34
    0435012158                           05           01/01/03          0
1


    028005504073                         O            12/01/17
    0


    8245359          K15/R44             F           44,000.00         ZZ
                                         240         43,850.92          1
                                      11.253            461.76         80
                                      10.753            461.76
    CHATTANOOGA      TN   37406          5            11/11/02         00
    0435018304                           05           01/01/03          0
    003405504190                         O            12/01/22
    0


    8245387          K15/R44             F          121,000.00         ZZ
                                         360        120,804.51          1
                                       9.104            982.66         79
                                       8.604            982.66
    ALFRED           ME   04002          5            11/08/02         34
    0434994422                           05           01/01/03          0
    007605505054                         O            12/01/32
    0


    8245405          K15/G02             F          131,500.00         ZZ
                                         360        131,212.65          1
                                       7.625            930.75         80
                                       7.375            930.75
    CENTREVILLE      VA   20120          5            11/06/02         34
    0434987038                           01           01/01/03          0
    017105504033                         O            12/01/32
    0


    8245423          K15/R44             F           80,500.00         ZZ
                                         360         80,360.92          1
                                       8.781            635.08         77
                                       8.281            635.08
    BRANT            NY   14006          5            11/08/02         34
    0434990065                           05           01/01/03          0
    023605504453                         O            12/01/32
    0


    8245453          S20/R44             F           33,150.00         ZZ
                                         180         32,833.33          1
                                      10.250            361.32         85
                                       9.750            361.32
    SPARTANBURG      SC   29303          5            10/30/02         23
    0435069406                           05           12/01/02          0
    0206033                              O            11/01/17
    0


1


    8245531          T23/R44             F           47,600.00         ZZ
                                         360         47,529.19          1
                                       9.500            400.25         70
                                       9.000            400.25
    HAMILTON         OH   45013          5            11/22/02         00
    0435053541                           05           01/01/03          0
    5808                                 O            12/01/32
    0


    8245577          T23/R44             F           64,800.00         ZZ
                                         360         64,716.92          1
                                      10.380            586.95         90
                                       9.880            586.95
    MARION           OH   43302          5            11/25/02         34
    0435046396                           05           01/02/03          0
    5809                                 O            12/02/32
    0


    8245653          T23/R44             F           26,250.00         ZZ
                                         180         26,044.04          1
                                       9.200            269.38         70
                                       8.700            269.38
    MONOGAHELA       PA   15063          5            11/22/02         34
    0435063508                           05           01/01/03          0
    5799                                 O            12/01/17
    0


    8246055          T87/T87             F           23,400.00         ZZ
                                         300         23,344.34          1
                                       9.750            208.53         20
                                       9.250            208.53
    TRINITY          NC   27370          1            11/22/02         00
    3030023904                           05           01/01/03          0
    3030023904                           O            12/01/27
    0


    8246057          T87/T87             F           19,200.00         ZZ
                                         300         19,169.31          1
                                      12.050            202.93         20
                                      11.550            202.93
    TAMPA            FL   33617          1            11/20/02         00
    6100001575                           05           01/01/03          0
    6100001575                           O            12/01/27
    0


    8246059          T87/T87             F           26,200.00         ZZ
                                         300         26,148.78          1
                                      10.900            254.90         20
                                      10.400            254.90
1


    WINSTON-SALEM    NC   27127          5            11/22/02         00
    3030024041                           05           01/01/03          0
    3030024041                           O            12/01/27
    0


    8246061          T87/T87             F           35,000.00         ZZ
                                         300         34,931.57          1
                                      10.900            340.52         20
                                      10.400            340.52
    BIRMINGHAM       AL   35222          1            11/20/02         00
    3030023957                           05           01/01/03          0
    3030023957                           O            12/01/27
    0


    8246065          T87/T87             F           32,000.00         ZZ
                                         300         31,725.08          1
                                       9.910            288.76         20
                                       9.410            288.76
    KILLINGLY        CT   06263          5            11/18/02         00
    6100001545                           05           01/01/03          0
    6100001545                           O            12/01/27
    0


    8246069          T87/T87             F           36,200.00         ZZ
                                         300         36,141.07          1
                                      11.950            379.94         20
                                      11.450            379.94
    CHARLOTTE        NC   28214          1            11/25/02         00
    3030023946                           05           01/01/03          0
    3030023946                           O            12/01/27
    0


    8246071          T87/T87             F           26,000.00         ZZ
                                         300         25,957.70          1
                                      11.950            272.88         20
                                      11.450            272.88
    WINSTON-SALEM    NC   27107          5            11/21/02         00
    3030023918                           05           01/01/03          0
    3030023918                           O            12/01/27
    0


    8246075          T87/T87             F           17,125.00         ZZ
                                         300         17,097.11          1
                                      11.950            179.74         19
                                      11.450            179.74
    BRISTOL          CT   06010          5            11/20/02         00
    7000003786                           01           01/01/03          0
    7000003786                           O            12/01/27
    0
1




    8246077          T87/T87             F           58,000.00         ZZ
                                         180         57,938.71          1
                                      11.100            556.74         20
                                      10.600            556.74
    GREEN BROOK TWP  NJ   08812          5            11/22/02         00
    1010024108                           05           01/01/03          0
    1010024108                           O            12/01/17
    0


    8246091          T87/T87             F           32,000.00         ZZ
                                         180         31,968.32          1
                                      11.400            314.46         20
                                      10.900            314.46
    SONORA           CA   95370          1            11/25/02         00
    4040010039                           03           01/01/03          0
    4040010039                           O            12/01/17
    0


    8246097          T87/T87             F           19,190.00         ZZ
                                         180         19,172.98          1
                                      11.900            195.92         20
                                      11.400            195.92
    MADERA           CA   93638          1            11/22/02         00
    4040010179                           05           01/01/03          0
    4040010179                           O            12/01/17
    0


    8246099          T87/T87             F           17,980.00         ZZ
                                         180         17,945.35          1
                                       8.250            135.08         20
                                       7.750            135.08
    KNOXVILLE        TN   37918          1            11/22/02         00
    3030024007                           05           01/01/03          0
    3030024007                           O            12/01/17
    0


    8246101          T87/T87             F           31,000.00         ZZ
                                         180         30,951.90          1
                                       9.300            256.16         20
                                       8.800            256.16
    ROBBINSDALE      MN   55422          1            11/26/02         00
    2020028884                           05           01/01/03          0
    2020028884                           O            12/01/17
    0


    8246105          T87/T87             F           27,210.00         ZZ
                                         180         27,186.15          1
1


                                      11.950            278.84         20
                                      11.450            278.84
    LEXINGTON        KY   40511          1            11/27/02         00
    3030024045                           05           01/01/03          0
    3030024045                           O            12/01/17
    0


    8246107          T87/T87             F           69,200.00         ZZ
                                         180         68,730.68          1
                                      11.750            698.52         20
                                      11.250            698.52
    SUMNER           WA   98390          1            11/29/02         00
    4040010183                           05           01/01/03          0
    4040010183                           O            12/01/17
    0


    8246109          T87/T87             F           28,588.00         ZZ
                                         180         28,562.63          1
                                      11.900            291.87         20
                                      11.400            291.87
    SIMPSONVILLE     SC   29680          1            11/26/02         00
    3030023943                           05           01/01/03          0
    3030023943                           O            12/01/17
    0


    8246111          T87/T87             F           27,000.00         ZZ
                                         180         26,978.57          1
                                      12.400            286.07         20
                                      11.900            286.07
    PEORIA           AZ   85345          5            11/22/02         00
    4040010177                           05           01/01/03          0
    4040010177                           O            12/01/17
    0


    8246117          T87/T87             F           44,000.00         ZZ
                                         180         43,966.59          1
                                      12.600            473.02         20
                                      12.100            473.02
    BEAVERTON        OR   97008          5            11/20/02         00
    4040010047                           05           01/01/03          0
    4040010047                           O            12/01/17
    0


    8246119          T87/T87             F           22,800.00         ZZ
                                         180         22,784.35          1
                                      13.050            253.11         20
                                      12.550            253.11
    REPUBLIC         MO   65738          5            11/18/02         00
    2020028952                           05           01/01/03          0
1


    2020028952                           O            12/01/17
    0


    8246121          T87/T87             F           31,400.00         ZZ
                                         180         31,378.69          1
                                      13.100            349.81         20
                                      12.600            349.81
    FRESNO           OH   43824          5            11/25/02         00
    1010024171                           05           01/01/03          0
    1010024171                           O            12/01/17
    0


    8246123          T87/T87             F           30,000.00         ZZ
                                         180         29,967.38          1
                                      12.300            315.53         21
                                      11.800            315.53
    HAGERSTOWN       MD   21740          5            11/14/02         00
    1010023954                           05           12/19/02          0
    1010023954                           O            11/19/17
    0


    8246125          T87/T87             F           41,000.00         ZZ
                                         180         40,916.42          1
                                       9.100            332.85         20
                                       8.600            332.85
    LEOMINSTER       MA   01453          1            11/26/02         00
    1010023716                           05           01/01/03          0
    1010023716                           O            12/01/17
    0


    8246127          T87/T87             F           48,780.00         ZZ
                                         180         48,694.29          1
                                       8.700            382.02         20
                                       8.200            382.02
    MENIFEE          CA   92584          1            11/19/02         00
    4040009987                           05           01/01/03          0
    4040009987                           O            12/01/17
    0


    8246129          T87/T87             F           25,600.00         ZZ
                                         180         25,558.59          1
                                       9.100            207.83         20
                                       8.600            207.83
    CITRONELLE       AL   36522          1            11/22/02         00
    3030023986                           05           01/01/03          0
    3030023986                           O            12/01/17
    0


1


    8246131          T87/T87             F           74,534.00         ZZ
                                         180         74,391.86          1
                                       8.300            562.58         20
                                       7.800            562.58
    BRENTWOOD        CA   94513          1            11/19/02         00
    4040009901                           09           01/01/03          0
    4040009901                           O            12/01/17
    0


    8246133          T87/T87             F           45,800.00         ZZ
                                         180         45,746.66          1
                                      10.650            424.10         20
                                      10.150            424.10
    CHANDLER         AZ   85224          5            11/18/02         00
    4040010109                           05           01/01/03          0
    4040010109                           O            12/01/17
    0


    8246135          T87/T87             F          182,750.00         ZZ
                                         120        179,615.45          1
                                       7.300          2,150.25         85
                                       6.800          2,150.25
    CLARKSVILLE      TN   37040          5            11/23/02         23
    3030023566                           05           01/01/03          0
    3030023566                           O            12/01/12
    0


    8246137          T87/T87             F           25,000.00         ZZ
                                         120         24,578.13          1
                                       7.600            298.07         26
                                       7.100            298.07
    ABSECON          NJ   08201          5            11/21/02         00
    7000003724                           01           01/01/03          0
    7000003724                           O            12/01/12
    0


    8246139          T87/T87             F           43,200.00         ZZ
                                         120         42,506.25          1
                                       8.500            535.62         80
                                       8.000            535.62
    MOSS POINT       MS   39563          5            11/29/02         00
    3030024069                           05           01/01/03          0
    3030024069                           N            12/01/12
    0


    8246141          T87/T87             F           38,000.00         ZZ
                                         120         37,158.31          1
                                       8.950            480.35         26
                                       8.450            480.35
1


    FALMOUTH         MA   02536          5            11/14/02         00
    7000003747                           05           01/01/03          0
    7000003747                           O            12/01/12
    0


    8246143          T87/T87             F           76,000.00         ZZ
                                         156         75,171.41          1
                                       8.200            793.65         70
                                       7.700            793.65
    WILTON           NH   03086          5            11/26/02         00
    6000012307                           05           01/01/03          0
    6000012307                           N            12/01/15
    0


    8246145          T87/T87             F          126,000.00         ZZ
                                         180        124,795.27          1
                                       6.950          1,129.01         74
                                       6.450          1,129.01
    LAKELAND         FL   33809          5            11/25/02         00
    1010023732                           05           01/01/03          0
    1010023732                           O            12/01/17
    0


    8246147          T87/T87             F          131,400.00         ZZ
                                         180        130,173.14          1
                                       7.800          1,240.61         72
                                       7.300          1,240.61
    KING             NC   27021          5            11/22/02         00
    3030023541                           05           01/01/03          0
    3030023541                           O            12/01/17
    0


    8246149          T87/T87             F          220,000.00         ZZ
                                         180        217,037.26          1
                                       6.650          1,934.63         62
                                       6.150          1,934.63
    LITCHFIELD PARK  AZ   85340          5            11/25/02         00
    4040010161                           09           01/01/03          0
    4040010161                           O            12/01/17
    0


    8246151          T87/T87             F          178,000.00         ZZ
                                         180        176,362.98          1
                                       7.400          1,639.99         84
                                       6.900          1,639.99
    HARRAH           OK   73045          5            11/21/02         23
    3030023867                           05           01/01/03          0
    3030023867                           O            12/01/17
    0
1




    8246153          T87/T87             F           33,600.00         ZZ
                                         180         33,319.38          1
                                       8.500            330.88         77
                                       8.000            330.88
    MOBILE           AL   36617          5            11/18/02         00
    3030023841                           05           01/01/03          0
    3030023841                           O            12/01/17
    0


    8246157          T87/T87             F           52,200.00         ZZ
                                         180         51,769.82          1
                                       8.650            518.64         90
                                       8.150            518.64
    MOSS POINT       MS   39563          5            11/18/02         23
    3030023909                           05           01/01/03          0
    3030023909                           O            12/01/17
    0


    8246161          T87/T87             F           70,000.00         ZZ
                                         180         69,420.58          1
                                       8.600            693.43         70
                                       8.100            693.43
    NORWOOD          OH   45212          5            11/22/02         00
    1010024101                           05           01/01/03          0
    1010024101                           O            12/01/17
    0


    8246163          T87/T87             F           68,850.00         ZZ
                                         240         68,328.24          1
                                       8.800            610.64         85
                                       8.300            610.64
    KNOXVILLE        TN   37912          5            11/22/02         23
    7000003828                           05           01/01/03          0
    7000003828                           O            12/01/22
    0


    8246165          T87/T87             F          112,800.00         ZZ
                                         240        112,341.88          1
                                       9.850          1,077.36         80
                                       9.350          1,077.36
    STRATFORD        CT   06497          5            11/15/02         00
    7000003443                           05           01/01/03          0
    7000003443                           O            12/01/22
    0


    8246167          T87/T87             F          128,000.00         ZZ
                                         324        127,522.89          1
1


                                       7.390            913.20         80
                                       6.890            913.20
    KILLINGLY        CT   06263          5            11/18/02         00
    6000012153                           05           01/01/03          0
    6000012153                           O            12/01/29
    0


    8246169          T87/T87             F           47,500.00         ZZ
                                         360         47,391.96          1
                                       8.850            377.09         95
                                       8.350            377.09
    TULSA            OK   74107          1            11/27/02         23
    3030023766                           05           01/01/03          0
    3030023766                           O            12/01/32
    0


    8246171          T87/T87             F          129,200.00         ZZ
                                         360        128,991.05          1
                                       9.100          1,048.89         95
                                       8.600          1,048.89
    GREENSBORO       NC   27408          5            11/20/02         23
    3030023807                           05           01/01/03          0
    3030023807                           O            12/01/32
    0


    8246173          T87/T87             F          180,000.00         ZZ
                                         360        179,600.72          1
                                       7.550          1,264.76         90
                                       7.050          1,264.76
    PURVIS           MS   39475          5            11/22/02         23
    3030023859                           05           01/01/03          0
    3030023859                           O            12/01/32
    0


    8246175          T87/T87             F           84,000.00         ZZ
                                         360         83,792.21          1
                                       7.000            558.86         78
                                       6.500            558.86
    BARTLETT         TN   38133          5            11/22/02         00
    3030023908                           05           01/01/03          0
    3030023908                           O            12/01/32
    0


    8246177          T87/T87             F           65,250.00         ZZ
                                         360         65,126.84          1
                                       8.350            494.80         90
                                       7.850            494.80
    BURGETTSTOWN     PA   15021          5            11/22/02         23
    1010024115                           05           01/01/03          0
1


    1010024115                           O            12/01/32
    0


    8246179          T87/T87             F          252,000.00         ZZ
                                         360        251,429.75          1
                                       7.450          1,753.41         59
                                       6.950          1,753.41
    OLD LYME         CT   06371          5            11/22/02         00
    8080016258                           05           01/01/03          0
    8080016258                           O            12/01/32
    0


    8246181          T87/T87             F          129,500.00         ZZ
                                         360        129,247.99          1
                                       8.200            968.35         70
                                       7.700            968.35
    DOYLESTOWN       PA   18901          5            11/21/02         00
    1010023957                           05           01/01/03          0
    1010023957                           O            12/01/32
    0


    8246183          T87/T87             F          267,200.00         ZZ
                                         360        266,705.89          1
                                       8.450          2,045.08         80
                                       7.950          2,045.08
    PHILADELPHIA     PA   19107          5            11/21/02         00
    1010023910                           01           01/01/03          0
    1010023910                           O            12/01/32
    0


    8246185          T87/T87             F          127,500.00         ZZ
                                         360        127,154.28          1
                                       6.800            831.21         85
                                       6.300            831.21
    MONSON           MA   01057          2            11/20/02         23
    1010023977                           05           01/01/03          0
    1010023977                           O            12/01/32
    0


    8246187          T87/T87             F          334,400.00         ZZ
                                         360        333,665.62          1
                                       7.600          2,361.12         80
                                       7.100          2,361.12
    SAN JOSE         CA   95116          5            11/18/02         00
    4040009775                           05           01/01/03          0
    4040009775                           O            12/01/32
    0


1


    8246189          T87/T87             F          140,000.00         ZZ
                                         360        139,650.29          1
                                       6.950            926.73         80
                                       6.450            926.73
    BIRMINGHAM       AL   35222          1            11/20/02         00
    3030023955                           05           01/01/03          0
    3030023955                           O            12/01/32
    0


    8246193          T87/T87             F          357,500.00         ZZ
                                         360        356,467.19          1
                                       6.200          2,189.58         64
                                       5.700          2,189.58
    FAIRFIELD        CT   06430          5            11/22/02         00
    7000003698                           05           01/01/03          0
    7000003698                           O            12/01/32
    0


    8246197          T87/T87             F          250,000.00         ZZ
                                         360        249,324.87          1
                                       6.550          1,588.40         56
                                       6.050          1,588.40
    MASHPEE          MA   02649          5            11/19/02         00
    1010023782                           05           01/01/03          0
    1010023782                           O            12/01/32
    0


    8246205          T87/T87             F          232,000.00         ZZ
                                         360        231,480.22          1
                                       7.500          1,622.18         80
                                       7.000          1,622.18
    GREEN BROOK TWP  NJ   08812          5            11/22/02         00
    1010024107                           05           01/01/03          0
    1010024107                           O            12/01/32
    0


    8246207          T87/T87             F          204,750.00         ZZ
                                         360        204,218.15          1
                                       6.750          1,328.01         65
                                       6.250          1,328.01
    WANTAGE TOWNSHI  NJ   07461          2            11/18/02         00
    1010023862                           05           01/01/03          0
    1010023862                           O            12/01/32
    0


    8246209          T87/T87             F          106,200.00         ZZ
                                         360        105,953.78          1
                                       7.350            731.69         90
                                       6.850            731.69
1


    WEST PALM BEACH  FL   33415          5            11/19/02         23
    3030023528                           05           01/01/03          0
    3030023528                           O            12/01/32
    0


    8246211          T87/T87             F          103,800.00         ZZ
                                         360        103,530.37          1
                                       6.750            673.25         70
                                       6.250            673.25
    MOSS             MS   39460          5            11/20/02         00
    3030023850                           05           01/01/03          0
    3030023850                           O            12/01/32
    0


    8246215          T87/T87             F          515,000.00         ZZ
                                         360        513,609.22          1
                                       6.550          3,272.11         70
                                       6.050          3,272.11
    HILLSBOROUGH     NJ   08853          5            11/16/02         00
    1010023846                           05           01/01/03          0
    1010023846                           O            12/01/32
    0


    8246217          T87/T87             F          106,000.00         ZZ
                                         360        105,815.68          1
                                       8.750            833.90         70
                                       8.250            833.90
    ATHOL            MA   01331          5            10/29/02         00
    1010023626                           05           01/01/03          0
    1010023626                           O            12/01/32
    0


    8246219          T87/T87             F          174,750.00         ZZ
                                         360        174,264.18          1
                                       6.400          1,093.08         75
                                       5.900          1,093.08
    GROTON           CT   06340          5            11/22/02         00
    7000003038                           05           01/01/03          0
    7000003038                           O            12/01/32
    0


    8246221          T87/T87             F          120,000.00         ZZ
                                         360        119,795.61          1
                                       8.850            952.63         79
                                       8.350            952.63
    FREDERICKSBURG   VA   22407          5            11/22/02         00
    1010024079                           05           01/01/03          0
    1010024079                           O            12/01/32
    0
1




    8246225          T87/T87             F          195,000.00         ZZ
                                         360        194,599.41          1
                                       7.932          1,421.68         75
                                       7.432          1,421.68
    BAY POINT        CA   94565          5            11/22/02         00
    6000012204                           09           01/01/03          0
    6000012204                           O            12/01/32
    0


    8246227          T87/T87             F          155,700.00         ZZ
                                         360        155,333.41          1
                                       7.250          1,062.15         71
                                       6.750          1,062.15
    CHESHIRE         CT   06410          5            11/15/02         00
    7000003596                           05           01/01/03          0
    7000003596                           O            12/01/32
    0


    8246229          T87/T87             F          144,000.00         ZZ
                                         360        143,728.20          1
                                       8.350          1,091.97         74
                                       7.850          1,091.97
    HUDSON           NH   03051          5            11/22/02         00
    1010024127                           05           01/01/03          0
    1010024127                           O            12/01/32
    0


    8246233          T87/T87             F           66,400.00         ZZ
                                         360         66,279.69          1
                                       8.550            512.92         80
                                       8.050            512.92
    TAYLORS          SC   29687          5            11/21/02         00
    3030023925                           05           01/01/03          0
    3030023925                           O            12/01/32
    0


    8246235          T87/T87             F           73,600.00         ZZ
                                         360         73,483.42          1
                                       9.200            602.83         80
                                       8.700            602.83
    BIG FLATS        NY   14814          5            11/27/02         00
    1010023898                           05           01/01/03          0
    1010023898                           N            12/01/32
    0


    8246237          T87/T87             F          140,000.00         ZZ
                                         360        139,797.78          1
1


                                       9.650          1,192.55         84
                                       9.150          1,192.55
    CRESTWOOD        IL   60445          5            11/22/02         23
    7000003913                           05           01/01/03          0
    7000003913                           O            12/01/32
    0


    8246239          T87/T87             F          315,000.00         ZZ
                                         360        314,342.07          1
                                       7.850          2,278.51         75
                                       7.350          2,278.51
    HARTFORD         CT   06105          5            11/07/02         00
    1010023780                           05           01/01/03          0
    1010023780                           O            12/01/32
    0


    8246243          T87/T87             F          113,000.00         ZZ
                                         360        112,771.00          1
                                       8.000            829.16         67
                                       7.500            829.16
    MINNEAPOLIS      MN   55407          5            11/21/02         00
    2020028892                           05           01/01/03          0
    2020028892                           O            12/01/32
    0


    8246245          T87/T87             F          166,500.00         ZZ
                                         360        166,170.55          1
                                       8.950          1,333.72         90
                                       8.450          1,333.72
    GRAMERCY         LA   70052          5            11/21/02         23
    3030023967                           05           01/01/03          0
    3030023967                           O            12/01/32
    0


    8246247          T87/T87             F           70,400.00         ZZ
                                         360         70,239.91          1
                                       9.750            604.85         80
                                       9.250            604.85
    NASHVILLE        TN   37207          5            11/22/02         00
    3030024001                           05           01/01/03          0
    3030024001                           O            12/01/32
    0


    8246249          T87/T87             F          219,000.00         ZZ
                                         360        218,541.65          1
                                       7.840          1,582.59         85
                                       7.340          1,582.59
    FORT WASHINGTON  MD   20744          5            11/20/02         23
    1010023506                           05           01/01/03          0
1


    1010023506                           O            12/01/32
    0


    8246253          T87/T87             F          105,000.00         ZZ
                                         360        104,760.03          1
                                       7.400            727.00         37
                                       6.900            727.00
    BABYLON          NY   11702          5            11/19/02         00
    6100001504                           05           01/01/03          0
    6100001504                           O            12/01/32
    0


    8246255          T87/T87             F          220,000.00         ZZ
                                         180        219,535.84          2
                                       7.800          1,583.72         80
                                       7.300          1,583.72
    MONTCLAIR        NJ   07042          1            11/22/02         00
    1010023809                           05           01/01/03          0
    1010023809                           O            12/01/17
    0


    8246263          T87/T87             F           57,800.00         ZZ
                                         180         57,669.60          1
                                       8.900            460.92         85
                                       8.400            460.92
    DUNDALK          MD   21222          5            11/18/02         23
    1010023982                           07           12/22/02          0
    1010023982                           O            11/22/17
    0


    8246265          T87/T87             F          130,050.00         ZZ
                                         180        129,163.50          1
                                       7.550            913.79         85
                                       7.050            913.79
    HAGERSTOWN       MD   21740          5            11/16/02         23
    1010023976                           05           01/01/03          0
    1010023976                           O            12/01/17
    0


    8246267          T87/T87             F           71,100.00         ZZ
                                         180         71,002.80          1
                                       9.900            618.71         90
                                       9.400            618.71
    BATON ROUGE      LA   70811          2            11/20/02         23
    3030023948                           05           01/01/03          0
    3030023948                           O            12/01/17
    0


1


    8246269          T87/T87             F          180,000.00         ZZ
                                         180        179,682.17          1
                                       8.675          1,406.43         80
                                       8.175          1,406.43
    FORDS            NJ   08863          5            11/22/02         00
    6000011872                           01           01/01/03          0
    6000011872                           O            12/01/17
    0


    8246271          T87/T87             F           85,500.00         ZZ
                                         360         85,306.50          1
                                       7.450            594.91         75
                                       6.950            594.91
    FRESNO           CA   93711          5            11/20/02         00
    4040009840                           05           01/02/03          0
    4040009840                           O            12/02/32
    0


    8246275          T87/T87             F          243,750.00         ZZ
                                         360        242,744.55          1
                                       5.500          1,383.99         75
                                       5.000          1,383.99
    PORTSMOUTH       NH   03801          5            11/18/02         00
    1010023914                           05           01/01/03          0
    1010023914                           O            12/01/32
    0


    8246277          T87/T87             F           76,800.00         ZZ
                                         360         76,609.83          1
                                       6.995            510.70         80
                                       6.495            510.70
    TAMPA            FL   33617          5            11/20/02         00
    6100001574                           05           01/01/03          0
    6100001574                           O            12/01/32
    0


    8246281          T87/T87             F           15,650.00         ZZ
                                         180         15,516.37          1
                                       8.250            151.83         20
                                       7.750            151.83
    MEMPHIS          TN   38117          1            11/21/02         00
    3030023816                           05           01/01/03          0
    3030023816                           O            12/01/17
    0


    8246283          T87/T87             F           25,000.00         ZZ
                                         180         24,815.01          1
                                       9.850            266.37          7
                                       9.350            266.37
1


    NORTH PROVIDENC  RI   02904          1            11/18/02         00
    7000003728                           05           01/01/03          0
    7000003728                           O            12/01/17
    0


    8246285          T87/T87             F           21,000.00         ZZ
                                         240         20,908.49          1
                                       9.300            193.02         20
                                       8.800            193.02
    CHARLOTTE        NC   28205          5            11/18/02         00
    1010023691                           05           01/01/03          0
    1010023691                           O            12/01/22
    0


    8246287          T87/T87             F           26,820.00         ZZ
                                         240         26,697.07          1
                                       8.900            239.59         20
                                       8.400            239.59
    EAST PROSPECT B  PA   17317          1            11/27/02         00
    1010024018                           05           01/01/03          0
    1010024018                           O            12/01/22
    0


    8246293          T87/T87             F           29,100.00         ZZ
                                         240         28,983.33          1
                                       9.950            279.86         20
                                       9.450            279.86
    CARY             NC   27511          1            11/20/02         00
    3030023857                           05           01/01/03          0
    3030023857                           O            12/01/22
    0


    8246295          T87/T87             F           50,000.00         ZZ
                                         240         49,792.98          1
                                       9.700            472.62         16
                                       9.200            472.62
    BURR RIDGE       IL   60527          5            11/20/02         00
    2020028925                           05           01/01/03          0
    2020028925                           O            12/01/22
    0


    8246297          T87/T87             F           17,000.00         ZZ
                                         240         16,941.29          1
                                      11.100            176.64         20
                                      10.600            176.64
    CLAREMORE        OK   74017          1            11/20/02         00
    3030023876                           05           01/01/03          0
    3030023876                           O            12/01/22
    0
1




    8246299          T87/T87             F           34,800.00         ZZ
                                         240         34,690.51          1
                                      11.800            378.34         20
                                      11.300            378.34
    NEWINGTON        CT   06111          5            11/22/02         00
    1010024013                           05           01/01/03          0
    1010024013                           O            12/01/22
    0


    8246301          T87/T87             F           21,800.00         ZZ
                                         240         21,703.65          1
                                      11.950            239.28         20
                                      11.450            239.28
    LEXINGTON        SC   29073          5            11/22/02         00
    3030023977                           03           01/01/03          0
    3030023977                           O            12/01/22
    0


    8246303          T87/T87             F           25,800.00         ZZ
                                         240         25,728.09          1
                                      12.700            296.77         20
                                      12.200            296.77
    LOUISVILLE       KY   40245          5            11/22/02         00
    3030023962                           05           01/01/03          0
    3030023962                           O            12/01/22
    0


    8246305          T87/T87             F           25,800.00         ZZ
                                         240         25,729.51          1
                                      12.850            299.52         20
                                      12.350            299.52
    PLEASURE RIDGE   KY   40258          5            11/22/02         00
    3030024009                           05           01/01/03          0
    3030024009                           O            12/01/22
    0


    8246309          T87/T87             F           42,000.00         ZZ
                                         240         41,862.46          1
                                      11.500            447.91         18
                                      11.000            447.91
    MILFORD          CT   06460          5            11/21/02         00
    7000003775                           05           01/01/03          0
    7000003775                           O            12/01/22
    0


    8246313          T87/T87             F           34,206.00         ZZ
                                         300         34,127.33          1
1


                                       9.950            309.63         20
                                       9.450            309.63
    WAXHAM           NC   28173          1            11/21/02         00
    3030023917                           09           01/01/03          0
    3030023917                           O            12/01/27
    0


    8246315          T87/T87             F           76,500.00         ZZ
                                         180         75,755.89          1
                                       6.750            676.96         85
                                       6.250            676.96
    CREST HILL       IL   60435          5            11/27/02         23
    2020029037                           05           01/01/03          0
    2020029037                           N            12/01/17
    0


    8246317          T87/T87             F          221,000.00         ZZ
                                         180        219,002.81          2
                                       7.900          2,099.26         60
                                       7.400          2,099.26
    CHICAGO          IL   60660          5            11/25/02         00
    2020028964                           05           01/01/03          0
    2020028964                           N            12/01/17
    0


    8246319          T87/T87             F          204,000.00         ZZ
                                         240        202,874.21          1
                                       7.400          1,630.96         85
                                       6.900          1,630.96
    BROOKLYN         NY   11208          5            11/15/02         23
    1010023668                           05           01/01/03          0
    1010023668                           O            12/01/22
    0


    8246321          T87/T87             F           76,800.00         ZZ
                                         240         76,386.36          1
                                       7.600            623.41         80
                                       7.100            623.41
    DURHAM           NC   27704          5            11/21/02         00
    3030023831                           05           01/01/03          0
    3030023831                           O            12/01/22
    0


    8246333          T87/T87             F          130,000.00         ZZ
                                         360        129,480.87          2
                                       8.950          1,041.34         64
                                       8.450          1,041.34
    WOLCOTT          CT   06010          1            11/25/02         00
    7000003780                           05           01/01/03          0
1


    7000003780                           O            12/01/32
    0


    8246335          T87/T87             F           84,000.00         ZZ
                                         360         83,802.22          1
                                       7.250            573.03         80
                                       6.750            573.03
    CHARLOTTE        NC   28205          5            11/18/02         00
    1010023687                           05           01/01/03          0
    1010023687                           O            12/01/32
    0


    8246337          T87/T87             F          107,280.00         ZZ
                                         360        106,995.86          1
                                       6.650            688.70         80
                                       6.150            688.70
    EAST PROSPECT B  PA   17317          1            11/27/02         00
    1010024016                           05           01/01/03          0
    1010024016                           O            12/01/32
    0


    8246341          T87/T87             F          229,500.00         ZZ
                                         360        229,053.41          3
                                       8.200          1,716.10         85
                                       7.700          1,716.10
    FALL RIVER       MA   02721          1            11/21/02         23
    1010024097                           05           01/01/03          0
    1010024097                           N            12/01/32
    0


    8246343          T87/T87             F          189,600.00         ZZ
                                         360        189,029.84          1
                                       5.990          1,135.53         80
                                       5.490          1,135.53
    PLYMOUTH         MA   02360          2            11/21/02         00
    1010024037                           05           01/01/03          0
    1010024037                           O            12/01/32
    0


    8246347          T87/T87             F          323,910.00         ZZ
                                         360        322,983.17          1
                                       6.250          1,994.37         90
                                       5.750          1,994.37
    PHOENIX          AZ   85044          1            11/22/02         23
    4040010169                           09           01/01/03          0
    4040010169                           O            12/01/32
    0


1


    8246349          T87/T87             F           66,260.00         ZZ
                                         360         65,817.20          2
                                       7.762            475.27         78
                                       7.262            475.27
    GREENSBORO       NC   27405          5            11/22/02         00
    7000003386                           05           01/01/03          0
    7000003386                           N            12/01/32
    0


    8246351          T87/T87             F          117,303.00         ZZ
                                         360        117,012.26          1
                                       6.990            779.64         80
                                       6.490            779.64
    MATTHEWS         NC   28105          1            11/22/02         00
    3030023878                           03           01/01/03          0
    3030023878                           O            12/01/32
    0


    8246353          T87/T87             F           72,000.00         ZZ
                                         360         71,857.02          1
                                       8.100            533.34         68
                                       7.600            533.34
    BRIDGEPORT       CT   06604          5            11/26/02         00
    1010024144                           05           01/01/03          0
    1010024144                           N            12/01/32
    0


    8246355          T87/T87             F          102,400.00         ZZ
                                         360        102,136.57          1
                                       6.800            667.58         80
                                       6.300            667.58
    CITRONELLE       AL   36522          1            11/22/02         00
    3030023983                           05           01/01/03          0
    3030023983                           O            12/01/32
    0


    8246357          T87/T87             F          235,000.00         ZZ
                                         360        234,246.31          3
                                       5.650          1,356.51         53
                                       5.150          1,356.51
    SAUGUS           MA   01906          5            11/22/02         00
    1010024038                           05           01/01/03          0
    1010024038                           O            12/01/32
    0


    8246359          T87/T87             F          131,750.00         ZZ

[cell cut: 23,609,324 characters, first 4,193,176 kept]