RESIDENTIAL ASSET MORTGAGE PRODUCTS INC
POOLING & SERVICING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>rz4psa.txt
<DESCRIPTION>POOLING & SERVICING AGREEMENT
<TEXT>
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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                   Depositor,

                        RESIDENTIAL FUNDING CORPORATION,

                                Master Servicer,

                                       and

                               JPMORGAN CHASE BANK

                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2001




                 Mortgage Asset-Backed Pass-Through Certificates

                                 Series 2001-RZ4



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



<PAGE>

<TABLE>
<CAPTION>

                                      TABLE OF CONTENTS

                                                                                          Page


ARTICLE I

DEFINITIONS
<S>             <C>                                                                         <C>
        Section 1.01. Definitions..........................................................-5-
               Accrued Certificate Interest................................................-5-
               Adjusted Mortgage Rate......................................................-6-
               Adjusted Net WAC Rate.......................................................-6-
               Advance.....................................................................-6-
               Affiliate...................................................................-6-
               Agreement...................................................................-7-
               Amount Held for Future Distribution.........................................-7-
               Appraised Value.............................................................-7-
               Assignment..................................................................-7-
               Assignment Agreement........................................................-7-
               Available Distribution Amount...............................................-7-
               Bankruptcy Code.............................................................-7-
               Book-Entry Certificate......................................................-8-
               Business Day................................................................-8-
               Calendar Quarter............................................................-8-
               Cash Liquidation............................................................-8-
               Certificate.................................................................-8-
               Certificate Account.........................................................-8-
               Certificate Account Deposit Date............................................-8-
               Certificateholder or Holder.................................................-8-
               Certificate Owner...........................................................-8-
               Certificate Principal Balance...............................................-9-
               Certificate Register and Certificate Registrar..............................-9-
               Class.......................................................................-9-
               Class A Certificates........................................................-9-
               Class A-1 Certificate.......................................................-9-
               Class A-2 Certificate.......................................................-9-
               Class A-3 Certificate.......................................................-9-
               Class A-4 Certificate......................................................-10-
               Class A-5 Certificate......................................................-10-
               Class A-IO Certificate.....................................................-10-
               Class A Interest Distribution Amount.......................................-10-
               Class A Principal Distribution Amount......................................-10-
               Class M Certificates.......................................................-10-
               Class M-1 Certificate......................................................-10-
               Class M-1 Interest Distribution Amount.....................................-11-
               Class M-1 Principal Distribution Amount....................................-11-


                                             -ii-

<PAGE>



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


                                            -iii-

<PAGE>



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


                                             -iv-

<PAGE>



               Opinion of Counsel.........................................................-23-
               Optional Termination Date..................................................-23-
               Outstanding Mortgage Loan..................................................-23-
               Overcollateralization Amount...............................................-23-
               Overcollateralization Increase Amount......................................-23-
               Overcollateralization Reduction Amount.....................................-23-
               Ownership Interest.........................................................-23-
               Pass-Through Rate..........................................................-23-
               Paying Agent...............................................................-25-
               Percentage Interest........................................................-25-
               Permitted Investments......................................................-26-
               Permitted Transferee.......................................................-27-
               Person.....................................................................-27-
               Prepayment Assumption......................................................-27-
               Prepayment Interest Shortfall..............................................-27-
               Prepayment Period..........................................................-27-
               Primary Insurance Policy...................................................-27-
               Principal Distribution Amount..............................................-28-
               Principal Prepayment.......................................................-28-
               Principal Prepayment in Full...............................................-28-
               Principal Remittance Amount................................................-28-
               Program Guide..............................................................-28-
               Purchase Price.............................................................-29-
               Qualified Substitute Mortgage Loan.........................................-29-
               Rating Agency..............................................................-29-
               Realized Loss..............................................................-29-
               Record Date................................................................-30-
               Regular Certificates.......................................................-30-
               Regular Interest...........................................................-30-
               Relief Act.................................................................-30-
               REMIC......................................................................-31-
               REMIC Administrator........................................................-31-
               REMIC I....................................................................-31-
               REMIC I Net WAC Rate.......................................................-31-
               REMIC I Regular Interests..................................................-31-
               REMIC I Regular Interest LT-1..............................................-31-
               REMIC I Regular Interest LT-2..............................................-31-
               REMIC I Regular Interest LT-3..............................................-32-
               REMIC I Regular Interest LT-4..............................................-32-
               REMIC I Regular Interest LT-5..............................................-32-
               REMIC I Regular Interest LT-6..............................................-32-
               REMIC II...................................................................-32-
               REMIC II Interest Loss Allocation Amount...................................-32-
               REMIC II Net WAC Rate......................................................-32-
               REMIC II Overcollateralization Amount......................................-32-
               REMIC II Principal Loss Allocation Amount..................................-32-


                                             -v-

<PAGE>



               REMIC II Regular Interest MT-IO............................................-33-
               REMIC II Regular Interest MT-1.............................................-33-
               REMIC II Regular Interest MT-2.............................................-33-
               REMIC II Regular Interest MT-3.............................................-33-
               REMIC II Regular Interest MT-4.............................................-33-
               REMIC II Regular Interest MT-5.............................................-33-
               REMIC II Regular Interest MT-6.............................................-33-
               REMIC II Regular Interest MT-7.............................................-33-
               REMIC II Regular Interest MT-8.............................................-33-
               REMIC II Regular Interest MT-9.............................................-33-
               REMIC II Regular Interest MT-10............................................-34-
               REMIC II Regular Interests.................................................-34-
               REMIC II Regular Interest MT-10 Maximum Interest Deferral Amount...........-34-
               REMIC II Required Overcollateralization Amount.............................-35-
               REMIC III..................................................................-35-
               REMIC Provisions...........................................................-35-
               REO Acquisition............................................................-35-
               REO Disposition............................................................-35-
               REO Imputed Interest.......................................................-35-
               REO Proceeds...............................................................-35-
               REO Property...............................................................-35-
               Repurchase Event...........................................................-35-
               Request for Release........................................................-35-
               Required Insurance Policy..................................................-35-
               Required Overcollateralization Amount......................................-36-
               Residential Funding........................................................-36-
               Responsible Officer........................................................-36-
               Servicing Accounts.........................................................-36-
               Servicing Advances.........................................................-36-
               Servicing Fee..............................................................-36-
               Servicing Fee Rate.........................................................-36-
               Servicing Modification.....................................................-36-
               Servicing Officer..........................................................-36-
               Sixty-Plus Delinquency Percentage..........................................-37-
               Special Hazard Amount......................................................-37-
               Special Hazard Loss........................................................-37-
               Standard & Poor's..........................................................-38-
               Startup Date...............................................................-38-
               Stated Principal Balance...................................................-38-
               Stepdown Date..............................................................-38-
               Subordination..............................................................-38-
               Subserviced Mortgage Loan..................................................-38-
               Subservicer................................................................-38-
               Subservicer Advance........................................................-38-
               Subservicing Account.......................................................-38-
               Subservicing Agreement.....................................................-38-


                                             -vi-

<PAGE>



               Subservicing Fee...........................................................-39-
               Tax Returns................................................................-39-
               Transfer...................................................................-39-
               Transferee.................................................................-39-
               Transferor.................................................................-39-
               Trigger Event..............................................................-39-
               Trust Fund.................................................................-39-
               Uniform Single Attestation Program for Mortgage Bankers....................-40-
               Uncertificated Accrued Interest............................................-40-
               Uncertificated Notional Amount.............................................-40-
               Uncertificated Pass-Through Rate...........................................-40-
               Uncertificated Principal Balance...........................................-40-
               Uncertificated REMIC I Pass-Through Rate...................................-41-
               Uncertificated REMIC II Pass-Through Rate..................................-41-
               Uncertificated Regular Interests...........................................-41-
               Uninsured Cause............................................................-41-
               United States Person.......................................................-41-
               Voting Rights..............................................................-41-
               Weighted Average Net Mortgage Rate.........................................-42-


ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
        Section 2.01. Conveyance of Mortgage Loans........................................-43-
        Section 2.02. Acceptance by Trustee...............................................-46-
        Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
                      Depositor...........................................................-47-
        Section 2.04. Representations and Warranties of Residential Funding...............-50-
        Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated
                      REMIC Regular Interests.............................................-52-
        Section 2.06. Purposes and Powers of the Trust....................................-52-


ARTICLE III

ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
        Section 3.01. Master Servicer to Act as Servicer..................................-54-
        Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
                      Enforcement of Subservicers' Obligations; Special Servicing.........-55-
        Section 3.03. Successor Subservicers..............................................-56-
        Section 3.04. Liability of the Master Servicer....................................-57-
        Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
                      Certificateholders..................................................-57-


                                            -vii-

<PAGE>



        Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee
                       ...................................................................-57-
        Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
                      Account.............................................................-57-
        Section 3.08. Subservicing Accounts; Servicing Accounts...........................-60-
        Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
                      Loans...............................................................-61-
        Section 3.10. Permitted Withdrawals from the Custodial Account....................-61-
        Section 3.11. Maintenance of Primary Insurance Coverage...........................-63-
        Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage
                       ...................................................................-64-
        Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
                      Agreements; Certain Assignments.....................................-65-
        Section 3.14. Realization Upon Defaulted Mortgage Loans...........................-67-
        Section 3.15. Trustee to Cooperate; Release of Mortgage Files.....................-70-
        Section 3.16. Servicing and Other Compensation; Compensating Interest.............-71-
        Section 3.17. Reports to the Trustee and the Depositor............................-72-
        Section 3.18. Annual Statement as to Compliance...................................-72-
        Section 3.19. Annual Independent Public Accountants' Servicing Report.............-72-
        Section 3.20. Right of the Depositor in Respect of the Master Servicer............-73-


ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS
        Section 4.01. Certificate Account.................................................-74-
        Section 4.02. Distributions.......................................................-74-
        Section 4.03. Statements to Certificateholders....................................-80-
        Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
                      Master Servicer.....................................................-82-
        Section 4.05. Allocation of Realized Losses.......................................-83-
        Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.......-84-
        Section 4.07. Optional Purchase of Defaulted Mortgage Loans.......................-84-


ARTICLE V

THE CERTIFICATES
        Section 5.01. The Certificates....................................................-86-
        Section 5.02. Registration of Transfer and Exchange of Certificates...............-87-
        Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...................-92-
        Section 5.04. Persons Deemed Owners...............................................-92-
        Section 5.05. Appointment of Paying Agent.........................................-92-




                                            -viii-

<PAGE>



ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER
        Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.....-94-
        Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
                      of Rights and Delegation of Duties by Master Servicer...............-94-
        Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others
                       ...................................................................-95-
        Section 6.04. Depositor and Master Servicer Not to Resign.........................-95-


ARTICLE VII

DEFAULT
        Section 7.02. Trustee or Depositor to Act; Appointment of Successor...............-98-
        Section 7.03. Notification to Certificateholders.................................-100-
        Section 7.04. Waiver of Events of Default........................................-100-
        ARTICLE VIII

        CONCERNING THE TRUSTEE...........................................................-101-
        Section 8.01. Duties of Trustee..................................................-101-
        Section 8.02. Certain Matters Affecting the Trustee..............................-102-
        Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans..............-104-
        Section 8.04. Trustee May Own Certificates.......................................-104-
        Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
                       ..................................................................-104-
        Section 8.06. Eligibility Requirements for Trustee...............................-105-
        Section 8.07. Resignation and Removal of the Trustee.............................-105-
        Section 8.08. Successor Trustee..................................................-106-
        Section 8.09. Merger or Consolidation of Trustee.................................-107-
        Section 8.10. Appointment of Co-Trustee or Separate Trustee......................-107-
        Section 8.11. Appointment of Custodians..........................................-108-
        Section 8.12. Appointment of Office or Agency....................................-108-


ARTICLE IX

TERMINATION

        Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
                      Mortgage Loans.....................................................-109-
        Section 9.02. Additional Termination Requirements................................-111-


ARTICLE X

REMIC PROVISIONS

        Section 10.01.REMIC Administration...............................................-113-
        Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification
                       ..................................................................-116-


ARTICLE XI

MISCELLANEOUS PROVISIONS

        Section 11.01.Amendment..........................................................-118-
        Section 11.02.Recordation of Agreement; Counterparts.............................-120-
        Section 11.03.Limitation on Rights of Certificateholders.........................-120-
        Section 11.04.Governing Law......................................................-121-
        Section 11.05.Notices............................................................-121-
        Section 11.06.Notices to Rating Agencies.........................................-122-
        Section 11.08.Severability of Provisions.........................................-123-
        Section 11.10.Supplemental Provisions for Resecuritization.......................-123-




                                             -ix-

<PAGE>



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

</TABLE>


                                             -x-

<PAGE>



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

                                    PRELIMINARY STATEMENT:

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

                                           REMIC I

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

<TABLE>
<CAPTION>

                                               UNCERTIFICATED REMIC I       LATEST POSSIBLE
    DESIGNATION         PASS-THROUGH RATE         PRINCIPAL BALANCE          MATURITY DATE
<S>             <C>                <C>                   <C>                        <C> <C>
             LT-1          Variable(1)                   $223,000,239.58   November 25, 2031
        LT-2               Variable(1)                 $    6,000,000.00   November 25, 2031
        LT-3               Variable(1)                 $    6,000,000.00   November 25, 2031
        LT-4               Variable(1)                 $    5,000,000.00   November 25, 2031
        LT-5               Variable(1)                  $  10,000,000.00   November 25, 2031
        LT-6               Variable(1)                  $  25,000,000.00   November 25, 2031
        R-1                Variable(1)                             $0.00   November 25, 2031

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

</TABLE>

                                           REMIC II

        As provided  herein,  the REMIC  Administrator  will make an election to
treat the segregated pool of assets  consisting of the REMIC I Regular Interests
and certain  other  related  assets  subject to this  Agreement as a real estate
mortgage investment conduit (a "REMIC") for federal income tax


                                             -1-

<PAGE>



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

<TABLE>
<CAPTION>

                                               UNCERTIFICATED REMIC II      LATEST POSSIBLE
    DESIGNATION         PASS-THROUGH RATE         PRINCIPAL BALANCE     MATURITY DATE
<S>        <C>                     <C>                   <C>                        <C> <C>
        MT-1               Variable(1)                   $269,500,234.79   November 25, 2031
        MT-2               Variable(1)                $       803,080.00   November 25, 2031
        MT-3               Variable(1)                $       354,720.00   November 25, 2031
        MT-4               Variable(1)                $       424,480.00   November 25, 2031
        MT-5               Variable(1)                $       531,220.00   November 25, 2031
        MT-6               Variable(1)                $       279,000.00   November 25, 2031
        MT-7               Variable(1)                $       151,250.00   November 25, 2031
        MT-8               Variable(1)                $       130,630.00   November 25, 2031
        MT-9               Variable(1)               $         75,620.00   November 25, 2031
       MT-10               Variable(1)                 $    2,750,004.79   November 25, 2031
       MT-IO               Variable(2)                             N/A(3)  November 25, 2031
</TABLE>

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

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

(2)  The Pass-Through Rate for REMIC II Regular Interest MT-IO will be 6.00% per
     annum for the December 2001 through May 2004 Distribution  Dates.  REMIC II
     Regular  Interest  MT-IO will only be entitled to interest for the first 30
     Distribution Dates.

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

                                    REMIC III

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




                                             -2-

<PAGE>




<TABLE>
<CAPTION>


                        ASS-THROUGH AGGREGATE INITIALMATURITY DATE
                           RATE       CERTIFICATE
DESIGNATION    TYPE    P            PRINCIPAL BALANCE                  FEATURES     INITIAL RATINGS
                                                                                   S&P AND
                                                                                    FITCH   MOODY'S
<S>      <C>                <C>  <C>                         <C> <C>
 Class A-1    Senior        3.22%(1)$  80,308,000.00November 25, 2031   Senior       AAA      Aaa
 Class A-2    Senior        3.76%(1)$  35,472,000.00November 25, 2031   Senior       AAA      Aaa
 Class A-3    Senior        4.31%(1)$  42,448,000.00November 25, 2031   Senior       AAA      Aaa
 Class A-4    Senior        5.20%(1)$  53,122,000.00November 25, 2031   Senior       AAA      Aaa
 Class A-5    Senior     5.83%(1)(2)$  27,900,000.00November 25, 2031   Senior       AAA      Aaa
                                                                     Senior/Interes
Class A-IO    Senior        6.00%(3)$                 May(25, 2004       Only      t AAA      Aaa
 Class M-1   Mezzanine   5.77%(1)(2)$  15,125,000.00November 25, 2031  Mezzanine      AA      Aa2
 Class M-2   Mezzanine   6.07%(1)(2)$  13,063,000.00November 25, 2031  Mezzanine      A        A2
 Class M-3   Mezzanine 6.55%(1)(2)(6$    7,562,000.0November 25, 2031  Mezzanine     BBB      Baa2
 Class SB   SubordinateAdjustable(5)$              2November 25, 2031 Subordinate    N/R      N/R
 Class R-I   Residual            N/A             N/ANovember 25, 2031  Residual      N/R      N/R
Class R-II   Residual            N/A             N/ANovember 25, 2031  Residual      N/R      N/R
Class R-III  Residual            N/A             N/ANovember 25, 2031  Residual      N/R      N/R
</TABLE>

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

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

(2)     After the first  Distribution  Date  after the first  possible  Optional
        Termination Date, the Pass-Through Rate indicated above will increase by
        a per annum rate equal to 0.50%.
(3)     The Pass-Through  Rate for the Class A-IO Certificates will be 6.00% per
        annum for the December  2001 through May 2004  Distribution  Dates.  The
        Class A-IO  Certificates will only be entitled to interest for the first
        30 Distribution Dates.
(4)     The Class A-IO  Certificates  do not have a principal  balance.  For the
        purpose of  calculating  interest  payments,  interest  will accrue on a
        notional  amount equal to the lesser of (a) $52,000,000 for the December
        2001 through May 2002 Distribution Dates;  $46,000,000 for the June 2002
        through November 2002 Distribution  Dates;  $40,000,000 for the December
        2002 through May 2003 Distribution Dates;  $35,000,000 for the June 2003
        through November 2003 Distribution  Dates;  $25,000,000 for the December
        2003 through May 2004 Distribution  Dates; and $0 for Distribution Dates
        on and after  the June 2004  Distribution  Date;  and (b) the  aggregate
        Stated Principal  Balance of the Mortgage Loans,  prior to giving effect
        to scheduled payments of principal during the related Due Period, to the
        extent received or advanced,  and  unscheduled  collections of principal
        received during the prior calendar month.
(5)     The Class SB  Certificates  will  accrue  interest as  described  in the
        definition of Accrued  Certificate  Interest.  The Class SB Certificates
        will not accrue interest on their Certificate Principal Balance.
(6)     After the Distribution  Date in May 2004, the  Pass-Through  Rate on the
        Class M-3  Certificates  will be the  lesser of the fixed rate per annum
        indicated  above and the  Weighted  Average  Net  Mortgage  Rates of the
        Mortgage Loans.

        The Mortgage  Loans have an aggregate  Cut-off  Date  Principal  Balance
equal to approximately  $275,000,240.  The Mortgage Loans are fixed-rate,  fully
amortizing,  first  lien or  balloon  payment  mortgage  loans  having  terms to
maturity at origination of not more than 30 years.

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



                                             -3-

<PAGE>






                                             -4-

<PAGE>



                                          ARTICLE I

                                         DEFINITIONS

        Section 1.01. Definitions.

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

        Accrued Certificate Interest: With respect to each Distribution Date and
the Class A and Class M  Certificates,  interest  accrued  during the  preceding
calendar  month at the related Pass- Through Rate less interest  shortfalls  and
interest  losses from the Mortgage  Loans,  if any,  allocated  thereto for such
Distribution  Date, on the Certificate  Principal  Balance thereof,  or Notional
Amount thereof, in the case of the Class A-IO Certificates, immediately prior to
such  Distribution  Date (or in the case of the  first  Distribution  Date,  the
Cut-off  Date).  Accrued  Certificate  Interest  on  the  Class  A and  Class  M
Certificates will be reduced by the amount of:

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

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

        (iii)  any other interest  shortfalls on the Mortgage Loans,  other than
               Prepayment  Interest  Shortfalls,  including interest that is not
               collectible  from  the  Mortgagor  for  the  related  Due  Period
               pursuant to the Relief Act or similar  legislation or regulations
               as in effect from time to time,

with all such  reductions  allocated  on the  Mortgage  Loans to the Class A and
Class M Certificates on a pro rata basis in reduction of the Accrued Certificate
Interest which would have resulted  absent such  reductions.  In addition to the
foregoing,  the  amount  of  interest  payable  to  the  Class  A  and  Class  M
Certificates  shall  be  reduced  by  the  amount  of  (a)  Prepayment  Interest
Shortfalls  to the  extent not  covered by  Compensating  Interest  pursuant  to
Section 3.16 allocated to that Class of Certificates pursuant to Section 4.02(e)
or covered by payments pursuant to Section  4.02(c)(vii) and (viii); and (b) the
interest portion of Realized Losses allocated through Subordination as described
in  Section  4.05.  With  respect  to each  Distribution  Date and the  Class SB
Certificates,  interest  accrued  during  the  preceding  calendar  month at the
related  Pass-Through Rate on the Notional Amount as specified in the definition
of Pass-Through Rate,  immediately prior to such Distribution Date in each case,
reduced by any interest shortfalls with respect to the Mortgage Loans other than
Prepayment Interest Shortfalls.  In addition,  Accrued Certificate Interest with
respect to each  Distribution  Date, as to the Class SB  Certificates,  shall be
reduced by an amount equal to the interest  portion of Realized Losses allocated
to the  Overcollateralization  Amount  pursuant to Section 4.05 hereof.  Accrued
Certificate


                                             -5-

<PAGE>



Interest on the Class A, Class M and Class SB  Certificates  shall accrue on the
basis of a 360-day year consisting of twelve 30-day months.

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

        Adjusted Net WAC Rate: For the December 2001  Distribution  Date through
the May 2004  Distribution  Date,  a per annum  rate  equal to (1) the  weighted
average of the Net Mortgage  Rates of the Mortgage  Loans as of the first day of
the month preceding the month in which such  Distribution  Date occurs minus (2)
the Pass-Through Rate for the Class A-IO Certificates for such Distribution Date
multiplied by a fraction,  the numerator of which is (x) the Notional  Amount of
the Class A-IO Certificates immediately prior to such Distribution Date, and the
denominator  of which  is (y) the  aggregate  Stated  Principal  Balance  of the
Mortgage  Loans as of the first day of the  month  preceding  the month in which
such  Distribution  Date  occurs.  For any  subsequent  Distribution  Date,  the
weighted  average of the Net Mortgage Rates of the Mortgage  Loans.  For federal
income tax purposes,  however,  the equivalent of the foregoing,  expressed as a
per annum rate (but not less than zero) equal to the weighted average of (x) the
Uncertificated  REMIC I  Pass-Through  Rate  with  respect  to  REMIC I  Regular
Interest LT-1 for such  Distribution Date and (y) the excess, if any, of (1) the
Uncertificated  REMIC I  Pass-Through  Rate  with  respect  to  REMIC I  Regular
Interest  LT-6  for  such  Distribution  Date  over  (2) (A) in the  case of the
Distribution  Date in December 2001 through the  Distribution  Date in May 2004,
6.00% per annum and (B) in the case of any Distribution  Date thereafter,  0.00%
per annum;  weighted, (i) for any Distribution Date in December 2001 through May
2002,  in the case of clause (x), on the basis of the  Uncertificated  Principal
Balance of REMIC I Regular  Interest LT-1, and in the case of clause (y), on the
basis of the  aggregate  Uncertificated  Principal  Balances  of REMIC I Regular
Interests LT-2 through LT-6, (ii) for any Distribution Date in June 2002 through
November  2002,  in the  case of  clause  (x),  on the  basis  of the  aggregate
Uncertificated  Principal  Balances of REMIC I Regular  Interests LT-1 and LT-2,
and in the case of  clause  (y),  on the basis of the  aggregate  Uncertificated
Principal  Balance of REMIC I Regular Interests LT-3 through LT-6, (iii) for any
Distribution  Date in December 2002 through May 2003, in the case of clause (x),
on the  basis of the  aggregate  Uncertificated  Principal  Balances  of REMIC I
Regular Interests LT-1 through LT-3, and in the case of clause (y), on the basis
of the aggregate  Uncertificated  Principal Balance of REMIC I Regular Interests
LT-4 through LT-6, (iv) for any Distribution  Date in June 2003 through November
2003,  in the case of clause (x), on the basis of the  aggregate  Uncertificated
Principal  Balances of REMIC I Regular  Interests  LT-1 through LT-4, and in the
case of clause  (y),  on the  basis of the  aggregate  Uncertificated  Principal
Balance of REMIC I Regular  Interests  LT-5 and LT-6,  (v) for any  Distribution
Date in December  2003 through May 2004, in the case of clause (x), on the basis
of the aggregate  Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-5,  and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interest LT-6, respectively.

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

     Affiliate:  With  respect  to any  Person,  any other  Person  controlling,
controlled by or under common  control with such first Person.  For the purposes
of this definition, "control" means the


                                             -6-

<PAGE>



power to  direct  the  management  and  policies  of such  Person,  directly  or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise; and the terms"controlling" and "controlled" have meanings correlative
to the foregoing.

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

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

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

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

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

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


                                             -7-

<PAGE>



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

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

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

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

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

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

        Certificate  Account:  The  account or accounts  created and  maintained
pursuant  to Section  4.01,  which shall be entitled  "JPMorgan  Chase Bank,  as
trustee,  in trust for the  registered  holders of  Residential  Asset  Mortgage
Products,  Inc.,  Mortgage  Asset-Backed   Pass-Through   Certificates,   Series
2001-RZ4" and which must be an Eligible Account.

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

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



                                             -8-

<PAGE>



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

        Certificate  Principal  Balance:  With respect to any Class A or Class M
Certificate (other than a Class A-IO Certificate), on any date of determination,
an amount equal to:

          (i)  the Initial Certificate  Principal Balance of such Certificate as
               specified on the face thereof, minus

        (ii)   the  sum  of  (x)  the   aggregate  of  all  amounts   previously
               distributed  with respect to such Certificate (or any predecessor
               Certificate)  and  applied  to reduce the  Certificate  Principal
               Balance or amount thereof pursuant to Section 4.02(c) and (y) the
               aggregate of all  reductions  in  Certificate  Principal  Balance
               deemed to have occurred in connection  with Realized Losses which
               were previously allocated to such Certificate (or any predecessor
               Certificate) pursuant to Section 4.05.

        With respect to each Class SB Certificate, on any date of determination,
an amount equal to the Percentage  Interest  evidenced by such Certificate times
an  amount  equal  to the  excess,  if any,  of (A) the  then  aggregate  Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate  Certificate
Principal Balance of the Class A and Class M Certificates then outstanding.  The
Class  A-IO and  Class R  Certificates  will not  have a  Certificate  Principal
Balance.

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

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

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

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

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


                                             -9-

<PAGE>



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

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

        Class A-5 Certificate: Any one of the Class A-5 Certificates executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form  annexed  hereto as Exhibit A,  senior to the Class M, Class SB and Class R
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest  designated  as a "regular  interest"  in REMIC III for purposes of the
REMIC Provisions.

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

        Class A Interest Distribution Amount: As defined in Section 4.02(c)(i).

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

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

               (ii)  the  excess  of (A)  the  aggregate  Certificate  Principal
        Balance  of  the  Class  A  Certificates   immediately   prior  to  that
        Distribution  Date  over  (B)  the  lesser  of (x)  the  product  of (1)
        71.50000000%  and (2) the  aggregate  Stated  Principal  Balance  of the
        Mortgage Loans after giving effect to  distributions  to be made on that
        Distribution  Date and (y) the aggregate Stated Principal Balance of the
        Mortgage  Loans  immediately  preceding  that  Distribution  Date,  less
        $1,375,000.

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

     Class M-1 Certificate:  Any one of the Class M-1  Certificates  executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form annexed hereto as Exhibit B,


                                             -10-

<PAGE>



senior to the Class M-2,  Class M-3 and Class SB  Certificates  with  respect to
distributions  and the allocation of Realized  Losses in respect of the Mortgage
Loans as set forth in Section 4.05, and  evidencing an interest  designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.

      Class M-1 Interest Distribution Amount: As defined in Section 4.02(c)(ii).

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

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

               (ii) the excess of (A) the sum of (1) the  aggregate  Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the  payment  of the  Class A  Principal  Distribution  Amount  for that
        Distribution  Date) and (2) the  Certificate  Principal  Balance  of the
        Class M-1 Certificates  immediately prior to that Distribution Date over
        (B)  the  lesser  of (x) the  product  of (1)  82.50000000%  and (2) the
        aggregate  Stated  Principal  Balance of the Mortgage Loans after giving
        effect to distributions to be made on that Distribution Date and (y) the
        aggregate  Stated  Principal  Balance of the Mortgage Loans  immediately
        preceding that Distribution Date, less $1,375,000.

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

     Class M-2 Interest Distribution Amount: As defined in Section 4.02(c)(iii).

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

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

               (ii) the excess of (A) the sum of (1) the  aggregate  Certificate
        Principal  Balance  of the  Class A and Class  M-1  Certificates  (after
        taking into  account  the payment of the Class A Principal  Distribution
        Amount and Class M-1 Principal Distribution Amount for that Distribution
        Date)  and  (2) the  Certificate  Principal  Balance  of the  Class  M-2
        Certificates  immediately  prior to that  Distribution Date over (B) the
        lesser of (x) the  product  of (1)  92.00036364%  and (2) the  aggregate
        Stated  Principal  Balance of the Mortgage  Loans after giving effect to
        distributions to be made on that Distribution Date and (y) the aggregate
        Stated  Principal  Balance of the Mortgage Loans  immediately  preceding
        that Distribution Date, less $1,375,000.


                                             -11-

<PAGE>



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

     Class M-3 Interest Distribution Amount: As defined in Section 4.02(c)(iv).

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

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

               (ii) the excess of (A) the sum of (1) the  aggregate  Certificate
        Principal  Balance of the Class A, Class M-1 and Class M-2  Certificates
        (after  taking  into  account  the  payment  of the  Class  A  Principal
        Distribution Amount,  Class M-1 Principal  Distribution Amount and Class
        M-2 Principal  Distribution  Amount for that Distribution  Date) and (2)
        the  Certificate   Principal  Balance  of  the  Class  M-3  Certificates
        immediately  prior to that  Distribution Date over (B) the lesser of (x)
        the product of (1)  97.50000000%  and (2) the aggregate Stated Principal
        Balance of the Mortgage Loans after giving effect to distributions to be
        made on that  Distribution  Date and (y) the aggregate  Stated Principal
        Balance of the Mortgage Loans  immediately  preceding that  Distribution
        Date, less $1,375,000.

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

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

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

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

        Class SB Certificate:  Any one of the Class SB Certificates  executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form  annexed  hereto  as  Exhibit  C,  subordinate  to the  Class A and Class M
Certificates with respect to distributions and the allocation


                                             -12-

<PAGE>



of  Realized  Losses in  respect of the  Mortgage  Loans as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC III
for purposes of the REMIC Provisions.

        Closing Date: November 20, 2001.

        Code: The Internal Revenue Code of 1986.

        Compensating Interest:  With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal  Prepayments in
Full or Curtailments during the related Prepayment Period, but not more than the
lesser of (a)  one-twelfth  of 0.125% of the  Stated  Principal  Balance  of the
Mortgage Loans  immediately  preceding such Distribution Date and (b) the sum of
the Servicing Fee, all income and gain on amounts held in the Custodial  Account
and the Certificate Account and payable to the  Certificateholders  with respect
to such  Distribution  Date  and  servicing  compensation  to which  the  Master
Servicer  may be  entitled  pursuant  to Section  3.10(a)(v),  in each case with
respect to the Mortgage Loans; provided that for purposes of this definition the
amount of the  Servicing  Fee will not be reduced  pursuant  to Section  7.02(a)
except as may be required pursuant to the last sentence of Section 7.02(a).

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument is located at 450 West 33rd Street,  14th Floor,  New York,  New York
10001, Attention: RAMPI, Series 2001-RZ4.

        Corresponding  Certificate:  With  respect  to:  (i)  REMIC  II  Regular
Interest MT-2, the Class A-1 Certificates,  (ii) REMIC II Regular Interest MT-3,
the Class A-2 Certificates,  (iii) REMIC II Regular Interest MT-4, the Class A-3
Certificates,  (iv) REMIC II Regular Interest MT-5, the Class A-4  Certificates,
(v) REMIC II Regular  Interest MT-6, the Class A-5  Certificates,  (vi) REMIC II
Regular  Interest  MT-7,  the Class M-1  Certificates,  (vii)  REMIC II  Regular
Interest MT-8, the Class M-2 Certificates,  and (viii) REMIC II Regular Interest
MT-9, the Class M-3 Certificates.

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

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

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

        Custodian: A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date: November 1, 2001.



                                             -13-

<PAGE>



        Cut-off Date Balance: $275,000,239.58.

        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
November 2001), whether or not received.

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

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

     Definitive   Certificate:   Any   Certificate   other  than  a   Book-Entry
Certificate.

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

        Delinquent:  As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains  unpaid as of the close of business on the 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
Securities Exchange Act of 1934, as amended.

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

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


                                             -14-

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

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

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

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

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


                                             -15-

<PAGE>



better by each Rating Agency,  and its long term debt  obligations  are rated A2
(or the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate  Account,  a trust  account or accounts  maintained in the corporate
trust  division  of  JPMorgan  Chase  Bank,  or (v) an account or  accounts of a
depository institution acceptable to each Rating Agency (as evidenced in writing
by each Rating Agency that use of any such account as the  Custodial  Account or
the  Certificate  Account  will not reduce the rating  assigned  to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating  assigned to such  Certificates as of the Closing Date by such Rating
Agency).

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

        Event of Default: As defined in Section 7.01.

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

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

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

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

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

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

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

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

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



                                             -16-

<PAGE>



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

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

               2.     by military, naval or air forces; or

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

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

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

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

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

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

        FDIC: Federal Deposit Insurance Corporation or any successor thereto.

        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 Class A and Class M Certificates,  as follows: with respect to the Class A-1
Certificates,  October 25,  2019,  with  respect to the Class A-2  Certificates,
February 25, 2023,  with  respect to the Class A-3  Certificates,  May 25, 2026,
with respect to the Class A-4 Certificates,  March 25, 2030, with respect to the
Class A-IO Certificates,  May 25, 2004, and with respect to the Class A-5, Class
M-1,  Class M-2 and Class  M-3  Certificates,  November  25,  2031.  No event of
default under this Agreement will arise or become applicable solely by reason of
the  failure  to reduce to zero the  entire  Certificate  Principal  Balance  or
Notional Amount, as applicable,  of any Class of Class A or Class M Certificates
on or before its Final Scheduled Distribution Date.

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



                                             -17-

<PAGE>



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

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

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

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

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

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



                                             -18-

<PAGE>



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

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

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

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

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

        Interim Certificates: As defined in Section 2.02.

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

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

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

        Marker  Rate:  With  respect  to  the  Class  SB  Certificates  and  any
Distribution  Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC II Pass- Through Rates for REMIC II Regular Interest
MT-2,  REMIC II Regular  Interest MT-3,  REMIC I Regular Interest MT-4, REMIC II
Regular Interest MT-5, REMIC II Regular Interest MT-6, REMIC II Regular Interest
MT-7,  REMIC II Regular  Interest MT-8, REMIC II Regular Interest MT-9 and REMIC
II  Regular  Interest  MT-10,  with the rate on REMIC II Regular  Interest  MT-2
subject to a cap


                                             -19-

<PAGE>



equal to the  lesser  of (A) 3.22%  per  annum  and (B) from the  December  2001
Distribution Date through the May 2004  Distribution  Date, the REMIC II Net WAC
Rate for the  purpose  of this  calculation,  with the rate on REMIC II  Regular
Interest  MT-3  subject  to a cap equal to the lesser of (A) 3.76% per annum and
(B) from the December 2001  Distribution  Date through the May 2004 Distribution
Date,  the REMIC II Net WAC Rate for the purpose of this  calculation,  with the
rate on REMIC II Regular  Interest  MT-4 subject to a cap equal to the lesser of
(A) 4.31% per annum and (B) from the December 2001 Distribution Date through the
May 2004  Distribution  Date,  the REMIC II Net WAC Rate for the purpose of this
calculation,  with the rate on REMIC II Regular  Interest MT- 5 subject to a cap
equal to the  lesser  of (A) 5.20%  per  annum  and (B) from the  December  2001
Distribution Date through the May 2004  Distribution  Date, the REMIC II Net WAC
Rate for the  purpose  of this  calculation,  with the rate on REMIC II  Regular
Interest  MT-6  subject  to a cap equal to the  lesser of (A) in the case of any
Distribution  Date up to and including the first possible  Optional  Termination
Date, 5.83% per annum, and in the case of any Distribution  Date after the first
possible Optional Termination Date, 6.33% per annum and (B) the REMIC II Net WAC
Rate for  purposes  of this  calculation,  with  the  rate on  REMIC II  Regular
Interest  MT-7  subject  to a cap equal to the  lesser of (A) in the case of any
Distribution  Date up to and including the first possible  Optional  Termination
Date, 5.77% per annum, and in the case of any Distribution  Date after the first
possible Optional Termination Date, 6.27% per annum and (B) the REMIC II Net WAC
Rate for  purposes  of this  calculation,  with  the  rate on  REMIC II  Regular
Interest  MT-8  subject  to a cap equal to the  lesser of (A) in the case of any
Distribution  Date up to and including the first possible  Optional  Termination
Date, 6.07% per annum, and in the case of any Distribution  Date after the first
possible Optional Termination Date, 6.57% per annum and (B) the REMIC II Net WAC
Rate for  purposes  of this  calculation,  with  the  rate on  REMIC II  Regular
Interest  MT-9  subject  to a cap equal to the  lesser of (A) in the case of any
Distribution  Date up to and including the first possible  Optional  Termination
Date, 6.55% per annum, and in the case of any Distribution  Date after the first
possible Optional Termination Date, 7.05% per annum and (B) the REMIC II Net WAC
Rate for  purposes  of this  calculation,  and with the rate on REMIC II Regular
Interest MT-10 subject to a cap of zero for the purpose of this calculation.

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

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

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

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



                                             -20-

<PAGE>



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

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

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

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

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

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

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

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

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

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

               (ii)   [reserved];



                                             -21-

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

        Mortgagor: The obligor on a Mortgage Note.

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

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

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



                                             -22-

<PAGE>



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

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

        Notional   Amount:   With  respect  to  the  Class  A-IO   Certificates,
immediately   prior  to  any   Distribution   Date,   an  amount  equal  to  the
Uncertificated  Notional Amount of REMIC II Regular  Interest MT-IO. For federal
income  tax  purposes,  however,  the Class  A-IO  Certificates  will not have a
Notional Amount but will be entitled to 100% of the interest payable on REMIC II
Regular Interest MT-IO.  With respect to the Class SB Certificates,  immediately
prior to any Distribution  Date, the aggregate of the  Uncertificated  Principal
Balances of the REMIC II Regular Interests, other than REMIC II Regular Interest
MT-IO.

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

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

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

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

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

     Overcollateralization  Increase  Amount:  With respect to (a) the first two
Distribution  Dates,  $0,  and (b) any  Distribution  Date  after  the first two
Distribution Dates, an amount equal to the lesser


                                             -23-

<PAGE>



of (i) the Excess Cash Flow for that  Distribution  Date and (ii) the excess, if
any, of (x) the Required Overcollateralization Amount for that Distribution Date
over (y) the Overcollateralization Amount for that Distribution Date.

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

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

        Pass-Through Rate:

        With respect to the Class A-1  Certificates,  (i) from the December 2001
Distribution  Date  through the May 2004  Distribution  Date,  the lesser of (A)
3.22% per annum and (B) the REMIC II Net WAC Rate and (ii) thereafter, 3.22% per
annum;

        With respect to the Class A-2  Certificates,  (i) from the December 2001
Distribution  Date  through the May 2004  Distribution  Date,  the lesser of (A)
3.76% per annum and (B) the REMIC II Net WAC Rate and (ii) thereafter, 3.76% per
annum;

        With respect to the Class A-3  Certificates,  (i) from the December 2001
Distribution  Date  through the May 2004  Distribution  Date,  the lesser of (A)
4.31% per annum and (B) the REMIC II Net WAC Rate and (ii) thereafter, 4.31% per
annum;

        With respect to the Class A-4  Certificates,  (i) from the December 2001
Distribution  Date  through the May 2004  Distribution  Date,  the lesser of (A)
5.20% per annum and (B) the REMIC II Net WAC Rate and (ii) thereafter, 5.20% per
annum.

        With respect to the Class A-5  Certificates,  (i) from the December 2001
Distribution Date through the May 2004  Distribution  Date, the lesser of (A) in
the  case  of any  Distribution  Date up to and  including  the  first  possible
Optional  Termination Date, 5.83% per annum, and in the case of any Distribution
Date after the first possible Optional Termination Date, 6.33% per annum and (B)
the REMIC II Net WAC Rate and (ii)  thereafter,  in the case of any Distribution
Date up to and including the first possible Optional Termination Date, 5.83% per
annum,  and in the  case of any  Distribution  Date  after  the  first  possible
Optional Termination Date, 6.33% per annum;

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

        With respect to the Class M-1  Certificates,  (i) from the December 2001
Distribution Date through the May 2004  Distribution  Date, the lesser of (A) in
the  case  of any  Distribution  Date up to and  including  the  first  possible
Optional Termination Date, 5.77% per annum, and in the case of any


                                             -24-

<PAGE>



Distribution Date after the first possible Optional  Termination Date, 6.27% per
annum and (B) the REMIC II Net WAC Rate and (ii) thereafter,  in the case of any
Distribution  Date up to and including the first possible  Optional  Termination
Date, 5.77% per annum, and in the case of any Distribution  Date after the first
possible Optional Termination Date, 6.27% per annum;

        With respect to the Class M-2  Certificates,  (i) from the December 2001
Distribution Date through the May 2004  Distribution  Date, the lesser of (A) in
the  case  of any  Distribution  Date up to and  including  the  first  possible
Optional  Termination Date, 6.07% per annum, and in the case of any Distribution
Date after the first possible Optional Termination Date, 6.57% per annum and (B)
the REMIC II Net WAC Rate and (ii)  thereafter,  in the case of any Distribution
Date up to and including the first possible Optional Termination Date, 6.07% per
annum,  and in the  case of any  Distribution  Date  after  the  first  possible
Optional Termination Date, 6.57% per annum; and

        With  respect  to the Class M-3  Certificates,  the lesser of (A) in the
case of any  Distribution  Date up to and including the first possible  Optional
Termination  Date,  6.55% per annum,  and in the case of any  Distribution  Date
after the first possible Optional  Termination Date, 7.05% per annum and (B) the
REMIC II Net WAC Rate.

        With respect to the Class SB Certificates and any  Distribution  Date, a
rate per annum equal to the percentage  equivalent of a fraction,  the numerator
of which is the sum of the  amounts  calculated  pursuant to clauses (i) through
(x)  below,  and  the  denominator  of  which  is the  aggregate  Uncertificated
Principal  Balance of the REMIC II Regular Interests other than REMIC II Regular
Interest MT-IO. For purposes of calculating the Pass-Through  Rate for the Class
SB Certificates, the numerator is equal to the sum of the following components:

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

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

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

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

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



                                             -25-

<PAGE>



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

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

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

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

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

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

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

        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


                                             -26-

<PAGE>



        United  States  or any  state  thereof  or of any  domestic  branch of a
        foreign depository institution or trust company;  provided that the debt
        obligations of such depository  institution or trust company (or, if the
        only Rating  Agency is Standard & Poor's,  in the case of the  principal
        depository institution in a depository institution holding company, debt
        obligations of the depository  institution  holding company) at the date
        of  acquisition  thereof  have been rated by each  Rating  Agency in its
        highest  short-term rating available;  and provided further that, if the
        only Rating  Agency is Standard & Poor's and if the  depository or trust
        company is a principal subsidiary of a bank holding company and the debt
        obligations of such subsidiary are not separately  rated, the applicable
        rating shall be that of the bank holding company;  and, provided further
        that,  if the  original  maturity of such  short-term  obligations  of a
        domestic  branch of a foreign  depository  institution  or trust company
        shall exceed 30 days, the short-term rating of such institution shall be
        A-1+ in the case of  Standard & Poor's if  Standard & Poor's is a Rating
        Agency;

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

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

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

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

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

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


                                             -27-

<PAGE>



        Prepayment  Assumption:  With  respect  to  the  Class  A  and  Class  M
Certificates,  the prepayment  assumption to be used for determining the accrual
of original issue discount and premium and market discount on such  Certificates
for federal income tax purposes,  which assumes a constant prepayment rate of 4%
per annum of the then outstanding principal balance of the Mortgage Loans in the
first month of the life of the Mortgage  Loans,  and an  additional  approximate
1.6364% per annum in each month  thereafter  until the twelfth  month,  and then
beginning in the twelfth month and in each month  thereafter  during the life of
the Mortgage Loans, a constant prepayment rate of 22.0% per annum each month.

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

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

        Primary  Insurance  Policy:  With  respect to any  Mortgage  Loan,  each
primary policy of mortgage  guaranty  insurance or replacement  policy therefor.
Each  Mortgage Loan with a Primary  Insurance  Policy is identified on Exhibit F
with the exception of either code "23" or "96" under the column "MI CO CODE."

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

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

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

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


                                             -28-

<PAGE>



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

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

        minus

     (vi) the Overcollateralization Reduction Amount for such Distribution Date.

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

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

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

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

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

     Qualified   Substitute  Mortgage  Loan:  A  Mortgage  Loan  substituted  by
Residential  Funding or the Depositor for a Deleted Mortgage Loan which must, on
the  date  of  such  substitution,  as  confirmed  in an  Officers'  Certificate
delivered to the Trustee,



                                             -29-

<PAGE>



        (i)    have an outstanding  principal  balance,  after  deduction of the
               principal  portion  of the  monthly  payment  due in the month of
               substitution  (or in the case of a substitution  of more than one
               Mortgage  Loan  for  a  Deleted   Mortgage   Loan,  an  aggregate
               outstanding  principal  balance,  after such  deduction),  not in
               excess of the Stated  Principal  Balance of the Deleted  Mortgage
               Loan (the amount of any shortfall to be deposited by  Residential
               Funding, in the Custodial Account in the month of substitution);

        (ii)   have a Mortgage  Rate and a Net  Mortgage  Rate no lower than and
               not more than 1% per annum higher than the Mortgage  Rate and Net
               Mortgage Rate,  respectively,  of the Deleted Mortgage Loan as of
               the date of substitution;

        (iii)  have a Loan-to-Value  Ratio at the time of substitution no higher
               than  that  of  the  Deleted   Mortgage   Loan  at  the  time  of
               substitution;

        (iv)   have a remaining  term to stated  maturity  not greater than (and
               not more than one year less  than) that of the  Deleted  Mortgage
               Loan; and

        (v)    comply  with  each  representation  and  warranty  set  forth  in
               Sections  2.03 and 2.04  hereof and  Section 4 of the  Assignment
               Agreement.

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

        Realized Loss: With respect to each Mortgage Loan (or REO Property):

          (a)  as to which a Cash  Liquidation or REO  Disposition has occurred,
               an amount (not less than zero) equal to (i) the Stated  Principal
               Balance of the Mortgage  Loan (or REO Property) as of the date of
               Cash Liquidation or REO Disposition,  plus (ii) interest (and REO
               Imputed  Interest,  if any) at the Net Mortgage Rate from the Due
               Date  as  to  which   interest  was  last  paid  or  advanced  to
               Certificateholders  up to the last day of the  month in which the
               Cash  Liquidation  (or REO  Disposition)  occurred  on the Stated
               Principal  Balance  of  such  Mortgage  Loan  (or  REO  Property)
               outstanding  during  each Due Period that such  interest  was not
               paid or  advanced,  minus (iii) the  proceeds,  if any,  received
               during  the  month  in  which  such  Cash   Liquidation  (or  REO
               Disposition)  occurred,  to the extent  applied as  recoveries of
               interest  at  the  Net  Mortgage  Rate  and to  principal  of the
               Mortgage Loan,  net of the portion  thereof  reimbursable  to the
               Master  Servicer  or any  Subservicer  with  respect  to  related
               Advances  or  expenses  as  to  which  the  Master   Servicer  or
               Subservicer  is entitled to  reimbursement  thereunder  but which
               have not been previously reimbursed,

        (b)    which is the subject of a Servicing Modification,  (i) the amount
               by  which  the  interest  portion  of a  Monthly  Payment  or the
               principal balance of such Mortgage Loan was reduced, and (ii) any
               such amount with respect to a Monthly Payment that was or


                                             -30-

<PAGE>



               would have been due in the month immediately  following the month
               in which a Principal  Prepayment  or the  Purchase  Price of such
               Mortgage Loan is received or is deemed to have been received,

        (c)    which has  become  the  subject  of a  Deficient  Valuation,  the
               difference  between the  principal  balance of the Mortgage  Loan
               outstanding immediately prior to such Deficient Valuation and the
               principal  balance  of  the  Mortgage  Loan  as  reduced  by  the
               Deficient Valuation, or

        (d)    which has  become  the object of a Debt  Service  Reduction,  the
               amount of such Debt Service Reduction.

Notwithstanding  the above,  neither a Deficient  Valuation  nor a Debt  Service
Reduction  shall be  deemed a  Realized  Loss  hereunder  so long as the  Master
Servicer  has  notified  the  Trustee in writing  that the  Master  Servicer  is
diligently  pursuing  any  remedies  that  may  exist  in  connection  with  the
representations  and  warranties  made  regarding the related  Mortgage Loan and
either (A) the related  Mortgage  Loan is not in default with regard to payments
due  thereunder or (B)  delinquent  payments of principal and interest under the
related  Mortgage  Loan  and  any  premiums  on any  applicable  primary  hazard
insurance  policy and any related  escrow  payments in respect of such  Mortgage
Loan  are  being  advanced  on a  current  basis  by the  Master  Servicer  or a
Subservicer, in either case without giving effect to any Debt Service Reduction.

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

     Regular Certificates: The Certificates other than the Class R Certificates.

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

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

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

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

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

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


                                             -31-

<PAGE>



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

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

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

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

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

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

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

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

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

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

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


                                             -32-

<PAGE>



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

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

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

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

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

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

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

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

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


                                             -33-

<PAGE>



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

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

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

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

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

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

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

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

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

        REMIC II Regular Interest MT-10 Maximum Interest  Deferral Amount:  With
respect  to any  Distribution  Date,  the excess of (i)  Uncertificated  Accrued
Interest at the Uncertificated REMIC II Pass-Through Rate applicable to REMIC II
Regular Interest MT-10 for such Distribution Date on


                                             -34-

<PAGE>



a balance  equal to the  Uncertificated  Principal  Balance  of REMIC II Regular
Interest MT-10 minus the REMIC II Overcollateralization Amount, in each case for
such Distribution  Date, over (ii)  Uncertificated  Accrued Interest on REMIC II
Regular Interest MT-2 with the rate on REMIC II Regular Interest MT-2 subject to
a cap equal to the lesser of (A) 3.22% per annum and (B) from the December  2001
Distribution Date through the May 2004  Distribution  Date, the REMIC II Net WAC
Rate for the purpose of this  calculation,  Uncertificated  Accrued  Interest on
REMIC II Regular  Interest MT-3 with the rate on REMIC II Regular  Interest MT-3
subject  to a cap  equal to the  lesser  of (A) 3.76% per annum and (B) from the
December 2001  Distribution  Date through the May 2004  Distribution  Date,  the
REMIC  II Net WAC  Rate  for the  purpose  of this  calculation,  Uncertificated
Accrued  Interest  on REMIC II Regular  Interest  MT-4 with the rate on REMIC II
Regular  Interest  MT-4  subject  to a cap equal to the  lesser of (A) 4.31% per
annum and (B) from the  December  2001  Distribution  Date  through the May 2004
Distribution  Date,  the  REMIC  II  Net  WAC  Rate  for  the  purpose  of  this
calculation,  Uncertificated  Accrued Interest on REMIC II Regular Interest MT-5
with the rate on REMIC II Regular  Interest  MT-5  subject to a cap equal to the
lesser of (A) 5.20% per annum and (B) from the December 2001  Distribution  Date
through  the May  2004  Distribution  Date,  the  REMIC  II Net WAC Rate for the
purpose of this calculation, Uncertificated Accrued Interest on REMIC II Regular
Interest  MT-6 with the rate on REMIC II Regular  Interest MT-6 subject to a cap
equal  to the  lesser  of (A) in the  case  of any  Distribution  Date up to and
including the first possible Optional  Termination Date, 5.83% per annum, and in
the case of any Distribution Date after the first possible Optional  Termination
Date,  6.33% per annum  and (B) the REMIC II Net WAC Rate for  purposes  of this
calculation,  Uncertificated  Accrued Interest on REMIC II Regular Interest MT-7
with the rate on REMIC II Regular  Interest  MT-7  subject to a cap equal to the
lesser of (A) in the case of any Distribution Date up to and including the first
possible  Optional  Termination  Date,  5.77% per annum,  and in the case of any
Distribution Date after the first possible Optional  Termination Date, 6.27% per
annum  and (B) the  REMIC  II Net WAC  Rate for  purposes  of this  calculation,
Uncertificated  Accrued Interest on REMIC II Regular Interest MT-8 with the rate
on REMIC II Regular Interest MT-8 subject to a cap equal to the lesser of (A) in
the  case  of any  Distribution  Date up to and  including  the  first  possible
Optional  Termination Date, 6.07% per annum, and in the case of any Distribution
Date after the first possible Optional Termination Date, 6.57% per annum and (B)
the REMIC II Net WAC Rate for purposes of this calculation,  and  Uncertificated
Accrued  Interest  on REMIC II Regular  Interest  MT-9 with the rate on REMIC II
Regular Interest MT-9 subject to a cap equal to the lesser of (A) in the case of
any  Distribution   Date  up  to  and  including  the  first  possible  Optional
Termination  Date,  6.55% per annum,  and in the case of any  Distribution  Date
after the first possible Optional  Termination Date, 7.05% per annum and (B) the
REMIC II Net WAC Rate for purposes of this calculation.

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

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

        REMIC  Provisions:  Provisions of the federal income tax law relating to
real estate mortgage investment conduits,  which appear at Sections 860A through
860G of  Subchapter  M of Chapter 1 of the Code,  and  related  provisions,  and
temporary and final regulations (or, to the extent not


                                             -35-

<PAGE>



inconsistent with such temporary or final regulations, proposed regulations) and
published  rulings,  notices and announcements  promulgated  thereunder,  as the
foregoing may be in effect from time to time.

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

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

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

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

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

        Repurchase Event: As defined in the Assignment Agreement.

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

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

        Required  Overcollateralization Amount: As of any Distribution Date, (a)
if such  Distribution  Date is prior to the Stepdown Date,  1.25% of the Cut-off
Date Balance, or (b) if such Distribution Date is on or after the Stepdown Date,
the greater of (i) 2.50% of the then current aggregate Stated Principal Balances
of  the  Mortgage  Loans  as of the  end of the  related  Due  Period  and  (ii)
$1,375,000. The initial amount of overcollateralization is equal to $239.58.

     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


                                             -36-

<PAGE>



any other officer of the Trustee  customarily  performing  functions  similar to
those performed by any of the above designated officers to whom, with respect to
a particular matter, such matter is referred.

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

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

        Servicing Fee: With respect to any Mortgage Loan and Distribution  Date,
the fee payable  monthly to the Master  Servicer in respect of master  servicing
compensation  that  accrues at an annual  rate equal to the  Servicing  Fee Rate
multiplied  by the  Stated  Principal  Balance of such  Mortgage  Loan as of the
related  Due Date in the related  Due  Period,  as may be  adjusted  pursuant to
Section  3.16(e),  and as may be  adjusted  with  respect  to  successor  Master
Servicers pursuant to Section 7.02.

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

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

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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$2,750,002  minus the sum of (i) the aggregate  amount of Special  Hazard Losses
allocated to the Mortgage Loans through Subordination in accordance with Section
4.05 and (ii) the Adjustment Amount (as defined


                                             -37-

<PAGE>



below) as most recently  calculated.  For each  anniversary of the Cut-off Date,
the  "Adjustment  Amount"  shall be equal to the  amount,  if any,  by which the
amount  calculated in accordance  with the preceding  sentence  (without  giving
effect to the deduction of the Adjustment Amount for such  anniversary)  exceeds
the greater of (A) the greatest of (i) twice the outstanding  principal  balance
of the Mortgage Loan that has the largest  outstanding  principal balance on the
Distribution Date immediately  preceding such  anniversary,  (ii) the product of
1.00% multiplied by the outstanding  principal  balance of all Mortgage Loans on
the  Distribution  Date  immediately  preceding such  anniversary  and (iii) the
aggregate  outstanding  principal  balance  (as  of  the  immediately  preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the  largest  amount of  Mortgage  Loans by  aggregate  principal
balance as of such  anniversary  and (B) the greater of (i) the product of 0.50%
multiplied by the  outstanding  principal  balance of all Mortgage  Loans on the
Distribution  Date  immediately  preceding  such  anniversary  multiplied  by  a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance  (as of  the  immediately  preceding  Distribution  Date)  of all of the
Mortgage  Loans  secured  by  Mortgaged  Properties  located  in  the  State  of
California  divided by the aggregate  outstanding  principal  balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a  percentage,  and the  denominator  of  which  is  equal  to  26.4%  (which
percentage is equal to the  percentage of Mortgage  Loans  initially  secured by
Mortgaged  Properties located in the State of California) and (ii) the aggregate
outstanding  principal  balance (as of the  immediately  preceding  Distribution
Date) of the largest  Mortgage Loan secured by a Mortgaged  Property  located in
the State of California.

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

        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 Cut-off Date Principal  Balance of the
Mortgage  Loan,  minus (ii) the sum of (a) the principal  portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property  during each Due
Period ending prior to the most recent  Distribution Date which were received or
with  respect to which an Advance was made,  and (b) all  Principal  Prepayments
with respect to such Mortgage Loan or REO Property,  and all Insurance Proceeds,
Liquidation Proceeds


                                             -38-

<PAGE>



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

        Stepdown  Date:  The  later  to occur  of (x) the  Distribution  Date in
December  2004  and (y) the  first  Distribution  Date on  which  the sum of the
aggregate  Certificate  Principal  Balance of the Class M  Certificates  and the
Overcollateralization  Amount  immediately  prior to that  Distribution  Date is
equal to or greater than 28.50% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the end of the preceding Due Period.

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

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

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

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

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

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

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

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


                                             -39-

<PAGE>



Internal  Revenue Service or any other  governmental  taxing authority under any
applicable provisions of federal, state or local tax laws.

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

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

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

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

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

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

               (iii)  if  the   Distribution   Date  is  occurring   before  the
        Distribution  Date in December  2006,  the aggregate  amount of Realized
        Losses,  other than  Excess  Losses,  on the  Mortgage  Loans  since the
        Cut-off Date exceeds 3.00% of the aggregate Stated Principal  Balance of
        the Mortgage Loans as of the Cut-off Date; or

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

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

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

        Uncertificated  Accrued  Interest:  With  respect to any  Uncertificated
Regular Interest for any Distribution  Date, one month's interest at the related
Uncertificated  Pass-Through  Rate for such  Distribution  Date,  accrued on the
Uncertificated   Principal  Balance  or   Uncertificated   Notional  Amount,  as
applicable,  immediately prior to such Distribution Date. Uncertificated Accrued
Interest for the Uncertificated Regular Interests shall accrue on the basis of a
360-day year consisting of twelve 30-day months. For purposes of calculating the
amount of Uncertificated  Accrued Interest for the REMIC I Regular Interests for
any Distribution Date, any Prepayment Interest Shortfalls (to


                                             -40-

<PAGE>



the extent not covered by Compensating  Interest) relating to the Mortgage Loans
for any Distribution  Date shall be allocated to REMIC I Regular Interests LT-1,
LT-2,  LT-3,  LT-4,  LT-5 and LT-6, in that order, in each case to the extent of
one month's interest at the then applicable  respective  Uncertificated  REMIC I
Pass-Through  Rate on the respective  Uncertificated  Principal  Balance of each
such  Uncertificated  REMIC I Regular Interest.  For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC II Regular Interests for
any  Distribution  Date, any Prepayment  Interest  Shortfalls (to the extent not
covered  by  Compensating  Interest)  relating  to the  Mortgage  Loans  for any
Distribution Date shall be allocated first, to  Uncertificated  Accrued Interest
payable to REMIC II Regular Interest MT-1 and REMIC II Regular Interest MT-10 up
to an aggregate  amount equal to the REMIC II Interest Loss  Allocation  Amount,
98% and 2%,  respectively,  and  thereafter  any remaining  Prepayment  Interest
Shortfalls (to the extent not covered by Compensating  Interest) relating to the
Mortgage  Loans for any  Distribution  Date  shall be  allocated  among  REMIC I
Regular  Interests MT-1,  MT-2,  MT-3,  MT-4,  MT-5,  MT-6, MT-7, MT-8, MT-9 and
MT-10, pro rata based on, and to the extent of, Uncertificated Accrued Interest,
as calculated without application of this sentence.

        Uncertificated  Notional Amount:  With respect to any Distribution  Date
and REMIC II Regular  Interest  MT-IO,  an amount equal to the lesser of (i) the
mortgage  pool  balance  and (ii) with  respect to any  Distribution  Date in or
before May 2002,  the  aggregate  Uncertificated  Principal  Balances of REMIC I
Regular  Interest LT-2,  REMIC I Regular Interest LT-3, REMIC I Regular Interest
LT-4,  REMIC I Regular  Interest LT-5 and REMIC I Regular  Interest  LT-6;  with
respect to any Distribution  Date after May 2002 and in or before November 2002,
the  aggregate  Uncertificated  Principal  Balances of REMIC I Regular  Interest
LT-3,  REMIC I Regular  Interest LT-4, REMIC I Regular Interest LT-5 and REMIC I
Regular Interest LT-6; with respect to any Distribution Date after November 2002
and in or before May 2003,  the aggregate  Uncertificated  Principal  Balance of
REMIC I Regular Interest LT-4, REMIC I Regular Interest LT-5 and REMIC I Regular
Interest LT- 6; with respect to any  Distribution  Date after May 2003 and in or
before November 2003, the aggregate Uncertificated Principal Balances of REMIC I
Regular  Interest LT-5 and REMIC I Regular  Interest  LT-6;  with respect to any
Distribution  Date after  November 2003 and in or before May 2004, the aggregate
Uncertificated Principal Balance of REMIC I Regular Interest LT-6.

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

        Uncertificated   Principal   Balance:   The  principal   amount  of  any
Uncertificated  Regular  Interest  (other than REMIC II Regular  Interest MT-IO)
outstanding  as of any  date  of  determination.  The  Uncertificated  Principal
Balance  of REMIC II Regular  Interest  MT-10  shall be  increased  by  interest
deferrals as provided in Section  4.04(b)(2)(i).  The  Uncertificated  Principal
Balance of each REMIC Regular  Interest shall never be less than zero.  REMIC II
Regular Interest MT-IO will not have an Uncertificated Principal Balance.

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

        Uncertificated REMIC II Pass-Through Rate:



                                             -41-

<PAGE>



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

               (b) With respect to REMIC II Regular Interest MT-IO and the first
        30  Distribution  Dates,  6.00% per annum,  and with respect to REMIC II
        Regular Interest MT-IO and any Distribution  Date thereafter,  0.00% per
        annum.

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

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

        United  States  Person:  A citizen or resident of the United  States,  a
corporation  or a partnership  (including an 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 or any State thereof or the District
of Columbia  (except,  in the case of a partnership,  to the extent  provided in
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 whose income is subject to
United States federal income tax regardless of its source, or a trust if a court
within  the  United  States is able to  exercise  primary  supervision  over the
administration  of the trust and one or more such United States Persons have the
authority  to control  all  substantial  decisions  of the trust.  To the extent
prescribed in regulations  by the Secretary of the Treasury,  which have not yet
been issued,  a trust which was in  existence on August 20, 1996,  (other than a
trust  treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code),  and which was treated as a United  States  person on
August 20, 1996 may elect to continue  to be treated as a United  States  person
notwithstanding the previous sentence.

        Voting  Rights:  The  portion  of  the  voting  rights  of  all  of  the
Certificates which is allocated to any Certificate.  96.50% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates  (other than
the Class A-IO  Certificates)  and Class M  Certificates,  in  proportion to the
outstanding Certificate Principal Balances of their respective Certificates;  1%
of all of the Voting  Rights shall be  allocated  among the Holders of the Class
A-IO  Certificates;  1% of all of the Voting Rights shall be allocated among the
Holders  of the  Class SB  Certificates;  0.50%,  0.50%  and 0.50% of all of the
Voting Rights shall be allocated  among the Holders of the Class R-I, Class R-II
and Class R-III Certificates,  respectively;  in each case to be allocated among
the  Certificates of such Class in accordance with their  respective  Percentage
Interest.



                                             -42-

<PAGE>



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


                                             -43-

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

        Section 2.01. Conveyance of Mortgage Loans.

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

        (b) In connection with such  assignment,  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  Person  stating that the original  Mortgage
        Note was  lost,  misplaced  or  destroyed,  together  with a copy of the
        related Mortgage Note;

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

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

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

               (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;


                                             -44-

<PAGE>



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

        On the Closing Date,  the Master  Servicer  shall certify that it has in
its  possession  an  original  or copy of each of the  documents  referred to in
Section 2.01(b)(iv) and (v) which has been delivered to it by the Depositor.

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

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

        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.



                                             -45-

<PAGE>



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

        (e) It is intended that the  conveyances by the Depositor to the Trustee
of the  Mortgage  Loans as provided  for in this  Section 2.01 be construed as a
sale by the  Depositor to the Trustee of the  Mortgage  Loans for the benefit of
the Certificateholders.  Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage  Loans by the  Depositor to the Trustee to
secure a debt or other obligation of the Depositor.  However,  in the event that
the Mortgage  Loans are held to be property of the  Depositor or of  Residential
Funding,  or if for any  reason  this  Agreement  is held or  deemed to create a
security  interest in the  Mortgage  Loans,  then it is  intended  that (a) this
Agreement shall also be deemed to be a security  agreement within the meaning of
Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New
York and 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  any  and  all  general  intangibles,  payment
intangibles,  accounts,  chattel paper, instruments,  documents,  money, deposit
accounts,  certificates of deposit,  goods, letters of credit, advices of credit
and investment  property and other property of whatever kind or description  now
existing or hereafter acquired consisting of, arising from or relating to any of
the following:  (A) the Mortgage Loans, including 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 (D) all proceeds
of the  conversion,  voluntary  or  involuntary  of  the  foregoing  into  cash,
instruments,  securities or other  property,  including  without  limitation all
amounts  from time to time held or  invested in the  Certificate  Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an  assignment  by the 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
Uniform Commercial Code as in effect in the States of New York and Minnesota and
any other applicable jurisdiction; and


                                             -46-

<PAGE>



(d)  notifications  to  persons  holding  such  property,  and  acknowledgments,
receipts or  confirmations  from persons holding such property,  shall be deemed
notifications to, or acknowledgments,  receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.

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

        Section 2.02. Acceptance by Trustee.

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


                                             -47-

<PAGE>



File  delivered to it pursuant to Section  2.01(c)  within 45 days after receipt
thereof to ascertain  that all  documents  required to be delivered  pursuant to
such Section have been received,  and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, as supplemented,  that have been
conveyed to it.

        If  the  Custodian,  as the  Trustee's  agent,  finds  any  document  or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee  shall  promptly  so  notify  the  Master  Servicer  and the  Depositor;
provided,  that if the Mortgage  Loan related to such Mortgage File is listed on
Schedule A of the  Assignment  Agreement,  no  notification  shall be necessary.
Pursuant to Section 2.3 of the Custodial  Agreement,  the Custodian  will notify
the Master  Servicer,  the  Depositor  and the  Trustee of any such  omission or
defect found by it in respect of any Mortgage  File held by it. If such omission
or defect materially and adversely affects the interests in the related Mortgage
Loan of the  Certificateholders,  the Master  Servicer shall promptly notify the
related Subservicer of such omission or defect and request that such Subservicer
correct or cure such  omission or defect within 60 days from the date the Master
Servicer was notified of such omission or defect and, if such  Subservicer  does
not  correct or cure such  omission  or defect  within  such  period,  that such
Subservicer  purchase  such  Mortgage  Loan from the Trust Fund at its  Purchase
Price,  in either  case  within 90 days from the date the  Master  Servicer  was
notified of such  omission or defect;  provided  that if the  omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered;  and provided further, that no
cure, substitution or repurchase shall be required if such omission or defect is
in respect of a Mortgage Loan listed on Schedule A of the Assignment  Agreement.
The Purchase Price for any such Mortgage Loan shall be deposited or caused to be
deposited  by the Master  Servicer in the  Custodial  Account  maintained  by it
pursuant  to  Section  3.07  and,   upon  receipt  by  the  Trustee  of  written
notification of such deposit signed by a Servicing  Officer,  the Trustee or any
Custodian,  as the case may be, shall release to the Master Servicer the related
Mortgage  File and the Trustee  shall  execute and deliver such  instruments  of
transfer or  assignment  prepared by the Master  Servicer,  in each case without
recourse,  as shall be necessary to vest in the Subservicer or its designee,  as
the case may be, any Mortgage Loan released  pursuant hereto and thereafter such
Mortgage  Loan  shall  not be part of the  Trust  Fund.  In  furtherance  of the
foregoing,  if the  Subservicer  or  Residential  Funding that  repurchases  the
Mortgage  Loan is not a member of MERS and the  Mortgage  is  registered  on the
MERS(R) System, the Master Servicer, at its own expense and without any right of
reimbursement,  shall  cause MERS to execute and  deliver an  assignment  of the
Mortgage  in  recordable  form  to  transfer  the  Mortgage  from  MERS  to such
Subservicer or  Residential  Funding and shall cause such Mortgage to be removed
from  registration  on the  MERS(R)  System in  accordance  with MERS' rules and
regulations. It is understood and agreed that the obligation of the Subservicer,
to so cure or  purchase  any  Mortgage  Loan as to which a material  and adverse
defect in or omission of a constituent document exists shall constitute the sole
remedy respecting such defect or omission available to Certificateholders or the
Trustee on behalf of Certificateholders.

          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:


                                             -48-

<PAGE>



               (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;

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

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


                                             -49-

<PAGE>



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

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

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

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

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

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

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

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

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


                                             -50-

<PAGE>



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

        Section 2.04. Representations and Warranties of Residential Funding.

        The Depositor,  as assignee of Residential  Funding under the Assignment
Agreement,   hereby   assigns   to  the   Trustee   for  the   benefit   of  the
Certificateholders  all of its  right,  title and  interest  in  respect  of the
Assignment  Agreement  applicable to a Mortgage Loan.  Insofar as the Assignment
Agreement  relates to the  representations  and  warranties  made by Residential
Funding in respect of such  Mortgage Loan and any remedies  provided  thereunder
for any breach of such  representations  and warranties,  such right,  title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders.  Upon the discovery by the Depositor,  the Master  Servicer,
the  Trustee  or any  Custodian  of a breach of any of the  representations  and
warranties  made in the Assignment  Agreement in respect of any Mortgage Loan or
of any Repurchase Event which materially and adversely  affects the interests of
the  Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written  notice to the other parties (any  Custodian  being so
obligated  under a Custodial  Agreement).  The Master  Servicer  shall  promptly
notify  Residential  Funding of such breach or Repurchase Event and request that
Residential  Funding  either  (i) cure such  breach or  Repurchase  Event in all
material  respects within 90 days from the date the Master Servicer was notified
of such breach or Repurchase  Event or (ii) purchase such Mortgage Loan from the
Trust Fund at the  Purchase  Price and in the manner set forth in Section  2.02;
provided that, in the case of a breach or Repurchase  Event under the Assignment
Agreement,  Residential  Funding shall have the option to substitute a Qualified
Substitute  Mortgage Loan or Loans for such  Mortgage Loan if such  substitution
occurs within two years following the Closing Date;  provided that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section  860G(a)(3)  of the Code,  any such cure or  substitution  must occur
within 90 days  from the date the  breach  was  discovered.  In the  event  that
Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted  Mortgage Loan  pursuant to this Section  2.04,  Residential
Funding shall  deliver to the Trustee for the benefit of the  Certificateholders
with respect to such Qualified  Substitute  Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an


                                             -51-

<PAGE>



Assignment  of the Mortgage in  recordable  form,  and such other  documents and
agreements as are required by Section  2.01,  with the Mortgage Note endorsed as
required by Section 2.01.  No  substitution  will be made in any calendar  month
after the Determination  Date for such month.  Monthly Payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master  Servicer and remitted
by  the  Master   Servicer  to  Residential   Funding  on  the  next  succeeding
Distribution  Date.  For  the  month  of  substitution,   distributions  to  the
Certificateholders  will include the Monthly  Payment due on a Deleted  Mortgage
Loan for such month and  thereafter  Residential  Funding  shall be  entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer  shall amend or cause to be amended the Mortgage  Loan Schedule for the
benefit  of the  Certificateholders  to  reflect  the  removal  of such  Deleted
Mortgage Loan and the substitution of the Qualified  Substitute Mortgage Loan or
Loans and the Master  Servicer shall deliver the amended  Mortgage Loan Schedule
to the Trustee.  Upon such substitution,  the Qualified Substitute Mortgage Loan
or Loans  shall  be  subject  to the  terms of this  Agreement  and the  related
Subservicing  Agreement in all respects, and Residential Funding shall be deemed
to have made the  representations  and warranties  with respect to the Qualified
Substitute Mortgage Loan contained in Section 4 of the Assignment Agreement,  as
of the date of substitution,  and the covenants,  representations and warranties
set forth in this Section  2.04,  and in Section 2.03 hereof and in Section 4 of
the  Assignment  Agreement,  and the  Master  Servicer  shall  be  obligated  to
repurchase or substitute for any Qualified  Substitute Mortgage Loan as to which
a  Repurchase  Event (as  defined  in the  Assignment  Agreement)  has  occurred
pursuant to Section 4 of the Assignment Agreement.

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

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


                                             -52-

<PAGE>



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

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

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

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

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

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

        Section 2.06. Purposes and Powers of the Trust.

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

          (a)  to sell the  Certificates  to the  Depositor  in exchange for the
               Mortgage Loans;

          (b)  to enter into and perform its obligations under this Agreement;


                                             -53-

<PAGE>



          (c)  to engage in those  activities  that are  necessary,  suitable or
               convenient to accomplish the foregoing or are incidental  thereto
               or connected therewith; and

        (d)    subject  to  compliance  with this  Agreement,  to engage in such
               other   activities  as  may  be  required  in   connection   with
               conservation of the Trust Fund and the making of distributions to
               the Certificateholders.

        The trust is hereby  authorized to engage in the  foregoing  activities.
Notwithstanding  the provisions of Section 11.01,  the trust shall not engage in
any  activity  other  than in  connection  with the  foregoing  or other than as
required or authorized by the terms of this Agreement  while any  Certificate is
outstanding,  and this Section  2.06 may not be amended,  without the consent of
the  Certificateholders  evidencing a majority of the aggregate Voting Rights of
the Certificates.


                                             -54-

<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

        Section 3.01. Master Servicer to Act as Servicer.

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


                                             -55-

<PAGE>



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

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

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

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

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


                                             -56-

<PAGE>



Servicer in servicing the Mortgage Loans include actions taken or to be taken by
a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will
be upon such terms and conditions as are generally  required by, permitted by or
consistent with the Program Guide and are not  inconsistent  with this Agreement
and as the Master Servicer and the Subservicer have agreed. With the approval of
the Master  Servicer,  a Subservicer  may delegate its servicing  obligations to
third- party  servicers,  but such  Subservicer  will remain obligated under the
related Subservicing Agreement.  The Master Servicer and a Subservicer may enter
into amendments thereto or a different form of Subservicing  Agreement,  and the
form  referred  to or  included  in the  Program  Guide is merely  provided  for
information  and shall not be deemed to limit in any respect the  discretion  of
the Master Servicer to modify or enter into different  Subservicing  Agreements;
provided,  however,  that  any  such  amendments  or  different  forms  shall be
consistent  with and not violate the  provisions of either this Agreement or the
Program  Guide in a manner  which  would  materially  and  adversely  affect the
interests of the Certificateholders.

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

        Section 3.03. Successor Subservicers.

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



                                             -57-

<PAGE>



        Section 3.04. Liability of the Master Servicer.

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

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

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

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

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

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

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

     (a) The Master  Servicer  shall  make  reasonable  efforts  to collect  all
payments called for


                                             -58-

<PAGE>



under the terms and provisions of the Mortgage  Loans,  and shall, to the extent
such  procedures  shall be  consistent  with  this  Agreement  and the terms and
provisions  of any related  Primary  Insurance  Policy,  follow such  collection
procedures as it would employ in its good faith business  judgment and which are
normal and usual in its general mortgage servicing  activities.  Consistent with
the  foregoing,  the Master  Servicer may in its  discretion  (i) waive any late
payment charge or any prepayment  charge or penalty  interest in connection with
the  prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due
on a Mortgage Loan in accordance with the Program Guide, provided, however, that
the Master Servicer shall first determine that any such waiver or extension will
not impair the coverage of any related  Primary  Insurance  Policy or materially
adversely  affect  the lien of the  related  Mortgage.  In the event of any such
arrangement,  the Master  Servicer  shall make  timely  advances  on the related
Mortgage Loan during the scheduled  period in accordance  with the  amortization
schedule of such  Mortgage Loan without  modification  thereof by reason of such
arrangements  unless  otherwise  agreed  to by the  Holders  of the  Classes  of
Certificates affected thereby;  provided,  however, that no such extension shall
be made if any such advance would be a Nonrecoverable  Advance.  Consistent with
the terms of this Agreement,  the Master Servicer may also waive, modify or vary
any  term  of any  Mortgage  Loan  or  consent  to the  postponement  of  strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if  in  the  Master   Servicer's   determination   such  waiver,   modification,
postponement  or  indulgence is not  materially  adverse to the interests of the
Certificateholders  (taking into account any estimated  Realized Loss that might
result absent such action), provided,  however, that the Master Servicer may not
modify  materially  or permit  any  Subservicer  to modify  any  Mortgage  Loan,
including  without  limitation any  modification  that would change the Mortgage
Rate,  forgive the payment of any  principal or interest  (unless in  connection
with the  liquidation of the related  Mortgage Loan or except in connection with
prepayments to the extent that such  reamortization is not inconsistent with the
terms of the Mortgage  Loan), or extend the final maturity date of such Mortgage
Loan,  unless such Mortgage Loan is in default or, in the judgment of the Master
Servicer,  such  default  is  reasonably  foreseeable.  In  connection  with any
Curtailment  of a  Mortgage  Loan,  the  Master  Servicer,  to  the  extent  not
inconsistent with the terms of the Mortgage Note and local law and practice, may
permit the Mortgage  Loan to be  re-amortized  such that the Monthly  Payment is
recalculated  as an  amount  that  will  fully  amortize  the  remaining  Stated
Principal  Balance  thereof by the original  Maturity Date based on the original
Mortgage Rate; provided,  that such re-amortization shall not be permitted if it
would  constitute  a  reissuance  of the  Mortgage  Loan for federal  income tax
purposes,  except if such reissuance is described in Treasury Regulation Section
1.860G-2(b)(3).

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

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



                                             -59-

<PAGE>



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

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

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

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

        The foregoing requirements for deposit in the Custodial Account shall be
exclusive,  it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund  (consisting  of  payments  in respect of  principal  and  interest  on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment  charges or late payment charges or assumption fees may
but need not be deposited by the Master  Servicer in the Custodial  Account.  In
the event any amount not required to be deposited in the Custodial Account is so
deposited,  the Master  Servicer may at any time  withdraw  such amount from the
Custodial  Account,  any provision herein to the contrary  notwithstanding.  The
Custodial  Account  may  contain  funds that  belong to one or more trust  funds
created for mortgage  pass-through  certificates of other series and may contain
other  funds  respecting  payments  on mortgage  loans  belonging  to the Master
Servicer  or   serviced   or  master   serviced  by  it  on  behalf  of  others.
Notwithstanding  such  commingling  of funds,  the  Master  Servicer  shall keep
records that  accurately  reflect the funds on deposit in the Custodial  Account
that have been identified by it as being attributable to the Mortgage Loans.

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

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


                                             -60-

<PAGE>



amounts in respect of the Mortgage  Loans shall be  deposited  in the  Custodial
Account by the Master Servicer out of its own funds immediately as realized.

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

        Section 3.08. Subservicing Accounts; Servicing Accounts.

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

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



                                             -61-

<PAGE>



        (c) In addition to the Custodial  Account and the  Certificate  Account,
the Master Servicer shall for any Nonsubserviced  Mortgage Loan, and shall cause
the Subservicers  for Subserviced  Mortgage Loans to, establish and maintain one
or more Servicing  Accounts and deposit and retain therein all collections  from
the  Mortgagors  (or  advances  from  Subservicers)  for the  payment  of taxes,
assessments,  hazard insurance premiums,  Primary Insurance Policy premiums,  if
applicable,  or  comparable  items  for  the  account  of the  Mortgagors.  Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent  permitted by the Program  Guide or as is otherwise  acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts  related to the Mortgage  Loans from the Servicing  Accounts may be made
only to effect timely payment of taxes, assessments,  hazard insurance premiums,
Primary  Insurance  Policy  premiums,  if applicable,  or comparable  items,  to
reimburse the Master Servicer or Subservicer out of related  collections for any
payments made  pursuant to Sections 3.11 (with respect to the Primary  Insurance
Policy)  and  3.12(a)  (with  respect  to  hazard  insurance),  to refund to any
Mortgagors  any sums as may be  determined to be overages,  to pay interest,  if
required,  to Mortgagors  on balances in the  Servicing  Account or to clear and
terminate  the  Servicing  Account  at the  termination  of  this  Agreement  in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing  duties,  the Master Servicer shall,  and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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

        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:



                                             -62-

<PAGE>



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

               (ii)  to  reimburse   itself  or  the  related   Subservicer  for
        previously  unreimbursed  advances or expenses made pursuant to Sections
        3.01,  3.07(a),   3.08,  3.11,  3.12(a),  3.14  and  4.04  or  otherwise
        reimbursable  pursuant to the terms of this  Agreement,  such withdrawal
        right being  limited to amounts  received on particular  Mortgage  Loans
        (including,   for  this  purpose,  REO  Proceeds,   Insurance  Proceeds,
        Liquidation  Proceeds and proceeds  from the purchase of a Mortgage Loan
        pursuant to Section 2.02,  2.03,  2.04 or 4.07) which represent (A) Late
        Collections  of Monthly  Payments for which any such advance was made in
        the case of  Subservicer  Advances or Advances  pursuant to Section 4.04
        and (B)  recoveries  of amounts in respect of which such  advances  were
        made in the case of Servicing Advances;

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

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

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

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

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



                                             -63-

<PAGE>



               (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;

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

               (x) to withdraw  any amount  deposited in the  Custodial  Account
        that was not required to be deposited  therein pursuant to Section 3.07,
        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  on any such  Certificate  Account  Deposit  Date shall be limited to an
amount  not   exceeding  the  portion  of  such  advance   previously   paid  to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).

        Section 3.11. Maintenance of Primary Insurance Coverage.

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


                                             -64-

<PAGE>



claims-paying   ability  is  acceptable  to  each  Rating  Agency  for  mortgage
pass-through  certificates  having a rating equal to or better than the lower of
the  then-current  rating or the rating  assigned to the  Certificates as of the
Closing Date by such Rating Agency.

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

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

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


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<PAGE>



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

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

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

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

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

               (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.


                                             -66-

<PAGE>



        (b) Subject to the Master  Servicer's  duty to enforce  any  due-on-sale
clause  to the  extent  set  forth in  Section  3.13(a),  in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an  assumption or  modification  agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee,  or if an
instrument of release signed by the Trustee is required  releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized,  subject
to the requirements of the sentence next following,  to execute and deliver,  on
behalf of the  Trustee,  the  assumption  agreement  with the Person to whom the
Mortgaged  Property  is  to be  conveyed  and  such  modification  agreement  or
supplement  to the  Mortgage  Note  or  Mortgage  or  other  instruments  as are
reasonable  or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any  applicable  laws  regarding  assumptions or the
transfer of the Mortgaged Property to such Person;  provided,  however,  none of
such terms and requirements  shall either (i) both (A) constitute a "significant
modification"  effecting an exchange or  reissuance  of such Mortgage Loan under
the REMIC Provisions and (B) cause any portion of REMIC I, REMIC II or REMIC III
to fail to qualify as a REMIC under the Code or  (subject to Section  10.01(f)),
result  in the  imposition  of any  tax on  "prohibited  transactions"  or  (ii)
constitute  "contributions"  after the start-up date under the REMIC Provisions.
The  Master  Servicer  shall  execute  and  deliver  such  documents  only if it
reasonably  determines  that (i) its  execution  and  delivery  thereof will not
conflict with or violate any terms of this Agreement or cause the unpaid balance
and interest on the Mortgage Loan to be  uncollectible in whole or in part, (ii)
any required  consents of insurers  under any Required  Insurance  Policies have
been obtained and (iii)  subsequent to the closing of the transaction  involving
the  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  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


                                             -67-

<PAGE>



adversely  affected  thereby  and that any portion of REMIC I, REMIC II or REMIC
III would not fail to  continue to qualify as a REMIC under the Code as a result
thereof  and  (subject  to  Section   10.01(f))   that  no  tax  on  "prohibited
transactions" or  "contributions"  after the startup day would be imposed on any
such REMIC as a result thereof.  Any fee collected by the Master Servicer or the
related Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.

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

        Section 3.14. Realization Upon Defaulted Mortgage Loans.

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


                                             -68-

<PAGE>



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


                                             -69-

<PAGE>



to any previous  Curtailments and before any adjustment thereto by reason of any
bankruptcy or similar  proceeding or any  moratorium or similar  waiver or grace
period) remain in effect.

        (c) In the event  that the  Trust  Fund  acquires  any REO  Property  as
aforesaid  or otherwise in  connection  with a default or imminent  default on a
Mortgage Loan, the Master  Servicer on behalf of the Trust Fund shall dispose of
such REO  Property  as soon as  practicable,  giving  due  consideration  to the
interests  of the  Certificateholders,  but in all cases within three full years
after the  taxable  year of its  acquisition  by the Trust Fund for  purposes of
Section 860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable  state (including any state in which such property is located) law to
maintain  the status of each of REMIC I, REMIC II or REMIC III as a REMIC  under
applicable  state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise  expire,  an extension of such grace period unless the Master Servicer
(subject  to Section  10.01(f))  obtains  for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to such period will not result
in the  imposition of taxes on "prohibited  transactions"  as defined in Section
860F of the Code or  cause  any of  REMIC  I,  REMIC II or REMIC  III to fail to
qualify as a REMIC (for federal (or any  applicable  State or local)  income tax
purposes) at any time that any Certificates  are outstanding,  in which case the
Trust Fund may  continue to hold such REO  Property  (subject to any  conditions
contained in such Opinion of Counsel).  The Master Servicer shall be entitled to
be  reimbursed  from the Custodial  Account for any costs  incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10.  Notwithstanding any other
provision of this Agreement, no REO Property acquired by the Trust Fund shall be
rented (or allowed to continue to be rented) or  otherwise  used by or on behalf
of the Trust Fund in such a manner or pursuant to any terms that would (i) cause
such REO  Property  to fail to  qualify  as  "foreclosure  property"  within the
meaning of Section  860G(a)(8)  of the Code or (ii) subject REMIC I, REMIC II or
REMIC III to the  imposition  of any federal  income taxes on the income  earned
from such REO Property, including any taxes imposed by reason of Section 860G(c)
of the Code,  unless  the  Master  Servicer  has  agreed to  indemnify  and hold
harmless the Trust Fund with respect to the imposition of any such taxes.

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


                                             -70-

<PAGE>



(and the  Master  Servicer  and the  Subservicer  shall  have no claims  for any
deficiencies  with  respect  to  such  fees  which  result  from  the  foregoing
allocation); and sixth, to Foreclosure Profits.

        (e) In the event of a default  on a  Mortgage  Loan one or more of whose
obligors is not a United States Person,  in connection  with any  foreclosure or
acquisition  of a deed in  lieu  of  foreclosure  (together,  "foreclosure")  in
respect of such Mortgage Loan, the Master  Servicer will cause  compliance  with
the provisions of Treasury  Regulation Section  1.1445-2(d)(3) (or any successor
thereto)  necessary to assure that no  withholding  tax  obligation  arises with
respect to the proceeds of such foreclosure  except to the extent,  if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.

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

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

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


                                             -71-

<PAGE>



Servicer  has  delivered  directly  or through a  Subservicer  to the  Trustee a
certificate of a Servicing Officer  certifying as to the name and address of the
Person to which  such  Mortgage  File or such  document  was  delivered  and the
purpose or  purposes  of such  delivery.  In the event of the  liquidation  of a
Mortgage  Loan,  the Trustee  shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation  Proceeds
in the Custodial Account.

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

        Section 3.16. Servicing and Other Compensation; Compensating Interest.

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

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

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



                                             -72-

<PAGE>



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

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

        Section 3.17. Reports to the Trustee and the Depositor.

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

        Section 3.18. Annual Statement as to Compliance.

        The Master  Servicer will deliver to the Depositor and the Trustee on or
before March 31 of each year,  beginning  with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof,  that (i) a review of the activities of the Master Servicer
during the preceding  calendar  year related to its servicing of mortgage  loans
and of its  performance  under the pooling and servicing  agreements,  including
this Agreement, has been made under such officers' supervision, (ii) to the best
of such  officers'  knowledge,  based on such  review,  the Master  Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its  material  obligations  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


                                             -73-

<PAGE>



standards  set forth in the Uniform  Single  Attestation  Program  for  Mortgage
Bankers and has fulfilled all of its material obligations under its Subservicing
Agreement in all material  respects  throughout  such year, or if there has been
material  noncompliance  with such servicing  standards or a material default in
the fulfillment of such obligations relating to this Agreement,  specifying such
statement shall include a description of such noncompliance or specify each such
default,  as the case may be,  known to such  officer  and the nature and status
thereof.

        Section 3.19. Annual Independent Public Accountants' Servicing Report.

        On or before  March 31 of each year,  beginning  with the first March 31
that occurs at least six months after the Cut-off Date,  the Master  Servicer at
its expense shall cause a firm of independent  public accountants which shall be
members of the American  Institute of Certified Public  Accountants to furnish a
report to the Depositor  and the Trustee  stating its opinion that, on the basis
of an  examination  conducted  by such firm  substantially  in  accordance  with
standards established by the American Institute of Certified Public Accountants,
the  assertions  made  pursuant to Section 3.18  regarding  compliance  with the
minimum servicing  standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects,  subject to such exceptions and other qualifications that, in
the opinion of such firm, such  accounting  standards  require it to report.  In
rendering  such  statement,  such firm may rely,  as to matters  relating to the
direct servicing of mortgage loans by Subservicers,  upon comparable  statements
for examinations  conducted by independent public  accountants  substantially in
accordance  with standards  established  by the American  Institute of Certified
Public Accountants  (rendered within one year of such statement) with respect to
such Subservicers.

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

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




                                             -74-

<PAGE>



                                          ARTICLE IV

                                PAYMENTS TO CERTIFICATEHOLDERS

        Section 4.01. Certificate Account.

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

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

        Section 4.02. Distributions.

        (a) On each  Distribution  Date,  the  Trustee  (or the Paying  Agent on
behalf of the Trustee) shall allocate and distribute the Principal  Distribution
Amount for such date to the interest  issued in respect of REMIC I, REMIC II and
REMIC III as specified in this Section.

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

               (i) to the extent of the Available Distribution Amount, first, to
        the Holders of REMIC I Regular Interests LT-2, LT-3, LT-4, LT-5 and LT6,
        in an amount equal to (A) the  Uncertificated  Accrued Interest for such
        Distribution  Date,  plus (B) any amounts in respect  thereof  remaining
        unpaid from previous  Distribution Dates and second, to Holders of REMIC
        I Regular  Interest  LT-1 in an amount  equal to (A) the  Uncertificated
        Accrued


                                             -75-

<PAGE>



        Interest  for such  Distribution  Date,  plus (B) any amounts in respect
        thereof remaining unpaid from previous Distribution Dates; and

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

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

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

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

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

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

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

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

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

               (i) first, to the extent of the Available Distribution Amount, to
        the Holders of REMIC II Regular  Interest  MT-IO,  in an amount equal to
        (A) the Uncertificated Accrued Interest for such Distribution Date, plus
        (B) any  amounts in  respect  thereof  remaining  unpaid  from  previous
        Distribution  Dates,  and  second,  to the  Holders  of REMIC II Regular
        Interest MT-1, REMIC II Regular Interest MT-2, REMIC II Regular Interest
        MT-3,  REMIC II Regular  Interest MT-4,  REMIC II Regular Interest MT-5,
        REMIC II Regular Interest MT-6, REMIC II Regular Interest MT-7, REMIC II
        Regular  Interest  MT-8,  REMIC II  Regular  Interest  MT-9 and REMIC II
        Regular  Interest  MT-10,  pro  rata,  in an  amount  equal  to (A)  the
        Uncertificated Accrued Interest for such Distribution Date, plus (B) any
        amounts in respect thereof  remaining unpaid from previous  Distribution
        Dates. Amounts payable as


                                             -76-

<PAGE>



        Uncertificated  Accrued Interest in respect of REMIC II Regular Interest
        MT-10 shall be reduced when the REMIC II Overcollateralization Amount is
        less than the REMIC II  Required  Overcollateralization  Amount,  by the
        lesser of (x) the amount of such difference and (y) the REMIC II Regular
        Interest MT-10 Maximum Interest Deferral Amount, and such amount will be
        payable  to the  Holders  of REMIC II Regular  Interest  MT-2,  REMIC II
        Regular  Interest MT-3, REMIC II Regular Interest MT-4, REMIC II Regular
        Interest MT-5, REMIC II Regular Interest MT-6, REMIC II Regular Interest
        MT-7,  REMIC II Regular Interest MT-8 and REMIC II Regular Interest MT-9
        in the same proportion as the  Overcollateralization  Increase Amount is
        allocated to the Class A-1 Certificates,  Class A-2 Certificates,  Class
        A-3 Certificates, Class A-4 Certificates, Class A-5, Certificates, Class
        M- 1 Certificates,  Class M-2 Certificates  and Class M-3  Certificates,
        respectively; and

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

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

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

                    (C) to the Holders of the REMIC II Regular  Interest  MT-10,
               1.00% of such remainder;

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

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

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


                                             -77-

<PAGE>



of the applicable  Class held by such Holder of the following  amounts),  in the
following  order  of  priority,  in each  case to the  extent  of the  Available
Distribution Amount:

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

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

               (iii) to the Class M-2  Certificateholders  from the  amount,  if
        any, of the Available  Distribution Amount remaining after the foregoing
        distributions, Accrued Certificate Interest payable on such Certificates
        with respect to such  Distribution  Date,  plus any Accrued  Certificate
        Interest  remaining  unpaid from any prior  Distribution  Date, less any
        Prepayment   Interest   Shortfalls,   to  the  extent  not   covered  by
        Compensating  Interest pursuant to Section 3.16,  allocated to the Class
        M-2  Certificates  as  described  in  Section  4.02(e)  (the  "Class M-2
        Interest Distribution Amount");

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

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

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

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


                                             -78-

<PAGE>



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

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

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

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

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

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

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

               (vii) to the Class A and Class M Certificateholders on a pro rata
        basis, based on Accrued Certificate Interest otherwise due thereon, from
        the amount, if any, of the Available Distribution Amount remaining after
        the  foregoing  distributions,  the  amount of any  Prepayment  Interest
        Shortfalls  allocated  thereto  with  respect to the  Mortgage  Loans as
        described in Section 4.02(e),  to the extent not covered by Compensating
        Interest on such Distribution Date;

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

               (ix) to the Class SB  Certificates,  from the amount,  if any, of
        the  Available   Distribution   Amount  remaining  after  the  foregoing
        distributions, Accrued Certificate Interest


                                             -79-

<PAGE>



     thereon for such Distribution Date plus any Overcollateralization Reduction
     Amount for such Distribution Date; and

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

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

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

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

        (g) Each distribution with respect to a Book-Entry  Certificate shall be
paid  to the  Depository,  as  Holder  thereof,  and  the  Depository  shall  be
responsible for crediting the amount of such distribution to the accounts of its
Depository   Participants  in  accordance  with  its  normal  procedures.   Each
Depository  Participant shall be responsible for disbursing such distribution to
the  Certificate  Owners that it represents  and to each indirect  participating
brokerage firm (a "brokerage firm" or "indirect  participating  firm") for which
it acts as agent.  Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the


                                             -80-

<PAGE>



Certificate  Registrar,  the  Depositor  or the Master  Servicer  shall have any
responsibility  therefor  except as  otherwise  provided  by this  Agreement  or
applicable law.

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

        Section 4.03. Statements to Certificateholders.

        (a)  Concurrently  with each  distribution  charged  to the  Certificate
Account and with respect to each  Distribution  Date the Master  Servicer  shall
forward to the Trustee and the Trustee shall  forward by mail or otherwise  make
available  electronically  to each Holder and the Depositor a statement  setting
forth the following  information as to each Class of Certificates,  in each case
to the extent applicable:

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

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

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

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

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

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


                                             -81-

<PAGE>



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

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

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

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

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

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

               (xiii)  the   Overcollateralization   Amount  and  the   Required
          Overcollateralization Amount following such Distribution Date;

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

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

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

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

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

        (b) Within a  reasonable  period of time after the end of each  calendar
year,  the Master  Servicer  shall  prepare,  or cause to be  prepared,  and the
Trustee shall forward, or cause to be forwarded,  to each Person who at any time
during the calendar year was the Holder of a Certificate,


                                             -82-

<PAGE>



other than a Class R Certificate,  a statement  containing the  information  set
forth in  clauses  (i) and (ii) of  subsection  (a)  above  aggregated  for such
calendar  year or  applicable  portion  thereof  during  which such Person was a
Certificateholder.  Such  obligation of the Master Servicer and Trustee shall be
deemed  to have been  satisfied  to the  extent  that  substantially  comparable
information shall be provided by the Master Servicer and Trustee pursuant to any
requirements of the Code.

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

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

        (a) Prior to the close of business on the Business  Day next  succeeding
each  Determination  Date, the Master Servicer shall furnish a written statement
(which may be in a mutually  agreeable  electronic  format) to the Trustee,  any
Paying Agent and the Depositor  (the  information  in such  statement to be made
available to  Certificateholders  by the Master  Servicer on request)  (provided
that the Master  Servicer  will use its best  efforts to  deliver  such  written
statement  not later than 12:00 p.m.  New York time on the second  Business  Day
prior to the  Distribution  Date) setting  forth (i) the Available  Distribution
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
amount of Prepayment  Interest  Shortfalls  and (iv) to the extent  required,  a
report detailing the Stated Principal Balance,  Mortgage Rate, Modified Mortgage
Rate and remaining  term to maturity for any Modified  Mortgage Loan pursuant to
Section 3.13. The determination by the Master Servicer of such amounts shall, in
the  absence of obvious  error,  be  presumptively  deemed to be correct for all
purposes  hereunder  and the Trustee shall be protected in relying upon the same
without any independent check or verification.

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


                                             -83-

<PAGE>



Certificate  Account  Deposit Date to the extent that funds  attributable to the
Mortgage  Loans that are available in the  Custodial  Account for deposit in the
Certificate  Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date.  The  Master  Servicer  shall be  entitled  to use any  Advance  made by a
Subservicer  as  described  in Section  3.07(b)  that has been  deposited in the
Custodial  Account on or before  such  Distribution  Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04.

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

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

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

        Section 4.05. Allocation of Realized Losses.

        (a) Prior to each Distribution Date, the Master Servicer shall determine
the  total  amount of  Realized  Losses,  if any,  that  resulted  from any Cash
Liquidation,   Servicing  Modifications,   Debt  Service  Reduction,   Deficient
Valuation or REO Disposition that occurred during the related  Prepayment Period
or, in the case of a Servicing  Modification that constitutes a reduction of the
interest  rate on a Mortgage  Loan,  the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such  Distribution Date
occurs.  The amount of each  Realized  Loss shall be  evidenced  by an Officers'
Certificate.  All  Realized  Losses on the  Mortgage  Loans  (other  than Excess
Losses)  shall be  allocated  as follows:  first,  to the Excess  Cash Flow,  by
increasing the amount of clause (iv) of the definition of Principal Distribution
Amount,  second, by reduction of the  Overcollateralization  Amount,  until such
amount has been reduced to zero; third, to the Class M-3  Certificates;  fourth,
to the Class  M-2  Certificates;  fifth,  to the  Class  M-1  Certificates;  and
thereafter, to the Class A Certificates on a pro rata basis, as described below.
Any Excess  Losses on the  Mortgage  Loans will be  allocated to the Class A and
Class M Certificates on a pro rata basis, as described below, in an amount equal
to a fraction of such losses equal to (x) the  aggregate  Certificate  Principal
Balance of the Class A and Class M  Certificates  over (y) the aggregate  Stated
Principal


                                             -84-

<PAGE>



Balance  of the  Mortgage  Loans,  and the  remainder  of such  losses  shall be
allocated  to the  Overcollateralization  Amount  in  reduction  of  the  amount
thereof.

        (b) An  allocation of a Realized Loss on a "pro rata basis" among two or
more specified Classes of Certificates  means an allocation on a pro rata basis,
among the various  Classes so specified,  to each such Class of  Certificates on
the basis of their then  outstanding  Certificate  Principal  Balances  prior to
giving effect to distributions to be made on such  Distribution Date in the case
of the principal portion of a Realized Loss or based on the Accrued  Certificate
Interest  thereon  payable  on such  Distribution  Date  (without  regard to any
Compensating  Interest  for such  Distribution  Date) in the case of an interest
portion of a Realized Loss. Any allocation of the principal  portion of Realized
Losses  (other  than  Debt  Service  Reductions)  to  the  Class  A 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.  Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of "Accrued  Certificate  Interest"
and by operation of the priority of payment  provisions of Section 4.02(c).  All
Realized  Losses  and all  other  losses  allocated  to a Class of  Certificates
hereunder will be allocated  among the  Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.

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

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

        The Master Servicer or the Subservicers  shall file information  returns
with  respect  to the  receipt  of  mortgage  interest  received  in a trade  or
business, the reports of foreclosures and


                                             -85-

<PAGE>



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

        Section 4.07. Optional Purchase of Defaulted Mortgage Loans.

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


                                             -86-

<PAGE>



                                          ARTICLE V

                                       THE CERTIFICATES

        Section 5.01. The Certificates.

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

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

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



                                             -87-

<PAGE>



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

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

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

        Section 5.02. Registration of Transfer and Exchange of Certificates.

        (a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate  Register in which,  subject to such reasonable  regulations as it
may prescribe,  the Trustee shall provide for the  registration  of Certificates
and of transfers and exchanges of Certificates as herein  provided.  The 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.



                                             -88-

<PAGE>



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

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

        (d) No  transfer,  sale,  pledge or other  disposition  of a Class 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.



                                             -89-

<PAGE>



        (e) In the  case  of any  Class  M,  Class  SB or  Class  R  Certificate
presented  for  registration  in the name of any Person,  either (i) the Trustee
shall  require an Opinion of  Counsel  acceptable  to and in form and  substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase or holding of such Class M, Class SB or Class R Certificate is
permissible  under  applicable  law,  will  not  constitute  or  result  in  any
non-exempt prohibited transaction under Section 406 of ERISA, or Section 4975 of
the Code (or comparable provisions of any subsequent  enactments),  and will not
subject the Trustee,  the Depositor or the Master  Servicer to any obligation or
liability  (including  obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those  undertaken in this  Agreement,  which Opinion of
Counsel  shall not be an expense of the  Trustee,  the  Depositor  or the Master
Servicer  or (ii) the  prospective  transferee  shall be required to provide the
Trustee,  the Depositor  and the Master  Servicer  with a  certification  to the
effect set forth in Exhibit P (with  respect  to a Class M  Certificate)  (which
certification  shall be deemed to have been given by a Class M Certificateholder
who acquires a Book-Entry  Certificate),  Exhibit O (with  respect to a Class SB
Certificate) or in paragraph  fourteen of Exhibit H-1 (with respect to a Class R
Certificate),  which  the  Trustee  may rely upon  without  further  inquiry  or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such  registration  is requested  either (a) is not an employee  benefit plan or
other plan subject to the prohibited  transaction provisions of ERISA or Section
4975 of the Code, or any Person  (including an insurance  company  investing its
general accounts,  an investment  manager, a named fiduciary or a trustee of any
such  plan)  who is  using  "plan  assets"  of any  such  plan  to  effect  such
acquisition  or (b)  in  the  case  of a  Class  M  Certificate,  the  following
conditions are satisfied:  (i) such Transferee is an insurance company, (ii) the
source of funds used to purchase or hold such Certificate (or interest  therein)
is an  "insurance  company  general  account" (as defined in U.S.  Department of
Labor  Prohibited  Transaction  Class Exemption  ("PTCE")  95-60,  and (iii) the
conditions  set forth in  Sections I and III of PTCE  95-60 have been  satisfied
(each entity that satisfies this clause (b), a "Complying  Insurance  Company").
(f) (i) Each Person who has or who acquires any Ownership  Interest in a Class R
Certificate  shall be deemed by the  acceptance or acquisition of such Ownership
Interest  to have  agreed to be bound by the  following  provisions  and to have
irrevocably  authorized the Trustee or its designee under clause  (iii)(A) below
to deliver  payments  to a Person  other than such Person and to  negotiate  the
terms of any  mandatory  sale under  clause  (iii)(B)  below and to execute  all
instruments of transfer and to do all other things  necessary in connection with
any such sale. The rights of each Person  acquiring any Ownership  Interest in a
Class R Certificate are expressly subject to the following provisions:

                      (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


                                             -90-

<PAGE>



               for any Person  who is not a  Permitted  Transferee,  that for so
               long  as  it  retains  its  Ownership   Interest  in  a  Class  R
               Certificate,  it will endeavor to remain a Permitted  Transferee,
               and that it has reviewed the  provisions of this Section  5.02(f)
               and agrees to be bound by them,  and (II) a  certificate,  in the
               form attached  hereto as Exhibit H-2, from the Holder  wishing to
               transfer  the  Class  R   Certificate,   in  form  and  substance
               satisfactory to the Master Servicer, representing and warranting,
               among other things,  that no purpose of the proposed  Transfer is
               to impede the assessment or collection of tax.

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

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

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

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

                      (A) If any Disqualified Organization shall become a holder
               of a Class R  Certificate,  then  the  last  preceding  Permitted
               Transferee shall be restored,  to the extent permitted by law, to
               all rights and  obligations as Holder thereof  retroactive to the
               date  of   registration   of  such   Transfer  of  such  Class  R
               Certificate.  If a Non-United States Person shall become a holder
               of a Class R Certificate,  then the last preceding  United States
               Person shall be restored,  to the extent permitted by law, to all
               rights and obligations as Holder thereof  retroactive to the date
               of registration of such Transfer of such Class R Certificate.  If
               a transfer of a Class R Certificate  is  disregarded  pursuant to
               the  provisions  of  Treasury  Regulations  Section  1.860E-1  or
               Section 1.860G-3,  then the last preceding  Permitted  Transferee
               shall be restored, to


                                             -91-

<PAGE>



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

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

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

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

                      (A) Written  notification  from each Rating  Agency to the
               effect that the modification,  addition to or elimination of such
               provisions  will not cause such Rating  Agency to  downgrade  its
               then-current  ratings,  if  any,  of  the  Class  A  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


                                             -92-

<PAGE>



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

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

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

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

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

        Section 5.04. Persons Deemed Owners.

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



                                             -93-

<PAGE>



        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 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.




                                             -94-

<PAGE>



                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

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

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

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

        (b) Any Person into which the  Depositor  or the Master  Servicer may be
merged  or  consolidated,  or any  corporation  resulting  from  any  merger  or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person  succeeding to the business of the Depositor or the Master  Servicer,
shall be the successor of the Depositor or the Master Servicer,  as the case may
be,  hereunder,  without the execution or filing of any paper or any further act
on the  part of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding;  provided,  however,  that the successor or surviving Person to
the Master  Servicer  shall be qualified to service  mortgage loans on behalf of
Fannie Mae or Freddie  Mac;  and  provided  further  that each  Rating  Agency's
ratings,  if any, of the Class A or Class M Certificates  will not be qualified,
reduced or  withdrawn  as a result  thereof  (as  evidenced  by a letter to such
effect from each Rating Agency).

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


                                             -95-

<PAGE>



and  delegation  (as  evidenced  by a letter to such  effect  from  each  Rating
Agency). In the case of any such assignment and delegation,  the Master Servicer
shall be released from its  obligations  under this  Agreement,  except that the
Master Servicer shall remain liable for all liabilities and obligations incurred
by it as Master Servicer  hereunder prior to the  satisfaction of the conditions
to such assignment and delegation set forth in the next preceding sentence.

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

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

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


                                             -96-

<PAGE>



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.



                                             -97-

<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


                                             -98-

<PAGE>



               under, any applicable insolvency or reorganization  statute, make
               an assignment  for the benefit of its  creditors,  or voluntarily
               suspend payment of its obligations; or

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

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

        Notwithstanding any termination of the activities of Residential Funding
in its  capacity as Master  Servicer  hereunder,  Residential  Funding  shall be
entitled  to  receive,  out of any late  collection  of a Monthly  Payment  on a
Mortgage  Loan  which  was  due  prior  to the  notice  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.



                                             -99-

<PAGE>



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

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


                                            -100-

<PAGE>



records to reflect the transfer of servicing to the successor Master Servicer as
necessary  under MERS' rules and  regulations,  or (ii) the  predecessor  Master
Servicer shall  cooperate with the successor  Master Servicer in causing MERS to
execute and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents  and other  instruments  as may be  necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Master Servicer.  The predecessor  Master Servicer shall
file or cause  to be filed  any such  assignment  in the  appropriate  recording
office.  The  predecessor  Master  Servicer shall bear any and all fees of MERS,
costs of preparing any assignments of Mortgage, and fees and costs of filing any
assignments  of Mortgage  that may be required  under this  subsection  (b). The
successor  Master  Servicer  shall cause such  assignment to be delivered to the
Trustee or the Custodian  promptly upon receipt of the original with evidence of
recording  thereon or a copy certified by the public  recording  office in which
such assignment was recorded.

        Section 7.03. Notification to Certificateholders.

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

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

        Section 7.04. Waiver of Events of Default.

        The  Holders   representing  at  least  66%  of  the  Voting  Rights  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) or (ii)). 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.




                                            -101-

<PAGE>



                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

        Section 8.01. Duties of Trustee.

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

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

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

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

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



                                            -102-

<PAGE>



               (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,  Officers'  Certificate,
        certificate of auditors or any other certificate, statement, instrument,
        opinion,  report, notice, request,  consent,  order, appraisal,  bond or
        other  paper or  document  believed by it to be genuine and to have been
        signed or presented by the proper party or parties;



                                            -103-

<PAGE>



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

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

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

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

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

               (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


                                            -104-

<PAGE>



        Servicer  shall  indemnify  the Trustee for signing any such Tax Returns
        that contain errors or omissions.

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

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

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

        Section 8.04. Trustee May Own Certificates.

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

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

        (a) The Master  Servicer  covenants and agrees to pay to the Trustee and
any co-trustee  from time to time,  and the Trustee and any co-trustee  shall be
entitled  to,  reasonable  compensation  (which  shall  not  be  limited  by any
provision of law in regard to the compensation of 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.



                                            -105-

<PAGE>



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

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

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

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

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

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

        Section 8.06. Eligibility Requirements for Trustee.

        The  Trustee  hereunder  shall  at  all  times  be  a  national  banking
association or a New York banking  corporation  having its principal office in a
state and city  acceptable to the  Depositor  and  organized and doing  business
under the laws of such state or the United States of America,  authorized  under
such laws to exercise  corporate  trust  powers,  having a combined  capital and
surplus of at least  $50,000,000  and subject to  supervision  or examination by
federal or state authority.  If such corporation or national banking association
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes of this  Section the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so  published.  In case at any time the Trustee shall
cease to be eligible in accordance  with the  provisions  of this  Section,  the
Trustee shall resign  immediately in the manner and with the effect specified in
Section 8.07.

        Section 8.07. Resignation and Removal of the Trustee.

     (a) The Trustee may at any time  resign and be  discharged  from the trusts
hereby  created by giving written notice thereof to the Depositor and the Master
Servicer. Upon receiving such notice


                                            -106-

<PAGE>



of  resignation,  the Depositor  shall promptly  appoint a successor  trustee by
written  instrument,  in  duplicate,  one  copy of  which  instrument  shall  be
delivered to the resigning Trustee and one copy to the successor trustee.  If no
successor  trustee shall have been so appointed  and have  accepted  appointment
within 30 days after the giving of such notice of resignation then the resigning
Trustee may petition any court of competent  jurisdiction for the appointment of
a successor trustee.

        (b) If at any time the Trustee  shall cease to be eligible in accordance
with the  provisions  of  Section  8.06 and shall fail to resign  after  written
request  therefor by the  Depositor,  or if at any time the Trustee shall become
incapable of acting, or shall be adjudged  bankrupt or insolvent,  or a receiver
of the Trustee or of its  property  shall be  appointed,  or any public  officer
shall take  charge or control of the  Trustee or of its  property or affairs for
the purpose of rehabilitation,  conservation or liquidation,  then the Depositor
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate,  one copy of which  instrument  shall be  delivered to the Trustee so
removed and one copy to the successor  trustee.  In addition,  in the event that
the Depositor  determines that the Trustee has failed (i) to distribute or cause
to be distributed to  Certificateholders  any amount  required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master  Servicer or the  Depositor)  for  distribution  or (ii) to otherwise
observe or perform in any material  respect any of its covenants,  agreements or
obligations  hereunder,  and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written  notice of such failure,  requiring  that
the same be  remedied,  shall have been given to the  Trustee by the  Depositor,
then the  Depositor  may remove the Trustee  and appoint a successor  trustee by
written  instrument  delivered  as  provided  in  the  preceding  sentence.   In
connection with the appointment of a successor trustee pursuant to the preceding
sentence,  the  Depositor  shall,  on or  before  the  date on  which  any  such
appointment   becomes   effective,   obtain  from  each  Rating  Agency  written
confirmation  that the appointment of any such successor trustee will not result
in the  reduction  of the  ratings  on any class of the  Certificates  below the
lesser of the then current or original ratings on such Certificates.

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


                                            -107-

<PAGE>



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  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.



                                            -108-

<PAGE>



        (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 8.12. Appointment of Office or Agency.

        The  Trustee  will  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee  initially  designates its offices  located at 450 West 33rd Street,
14th Floor,  New York, New York 10001 for the purpose of keeping the Certificate
Register. The Trustee will maintain an office at the address stated in Section


                                            -109-

<PAGE>



11.05(c)  hereof where  notices and demands to or upon the Trustee in respect of
this Agreement may be served.




                                            -110-

<PAGE>



                                          ARTICLE IX

                                         TERMINATION

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

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

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

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

        The right of the Master Servicer to purchase all the assets of the Trust
Fund  relating  to  the  Mortgage  Loans,  pursuant  to  clause  (ii)  above  is
conditioned  upon the date of such  purchase  occurring  on or after  the  first
possible  Optional  Termination  Date.  If such right is exercised by the Master
Servicer,  the Master  Servicer shall be deemed to have been  reimbursed for the
full amount of any unreimbursed  Advances theretofore made by it with respect to
the Mortgage  Loans being  purchased.  In addition,  the Master  Servicer  shall
provide to the  Trustee  the  certification  required  by  Section  3.15 and the
Trustee and any  Custodian  shall,  promptly  following  payment of the purchase
price,  release to the Master  Servicer the  Mortgage  Files  pertaining  to the
Mortgage Loans being purchased.


                                            -111-

<PAGE>



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

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

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

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

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

        If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the  Master  Servicer,  the Master  Servicer  shall  deposit in the  Certificate
Account before the Final  Distribution  Date in immediately  available  funds an
amount equal to the purchase  price for the assets of the Trust Fund computed as
above  provided.  The  Master  Servicer  shall  provide to the  Trustee  written
notification of any change to the anticipated Final Distribution Date as soon as
practicable.  If the  Trust  Fund is not  terminated  on the  anticipated  Final
Distribution  Date,  for any reason,  the  Trustee  shall  promptly  mail notice
thereof to each affected Certificateholder.  (c) Upon presentation and surrender
of the Certificates by the  Certificateholders,  the Trustee shall distribute to
the   Certificateholders   (i)  the  amount  otherwise   distributable  on  such
Distribution  Date, if not in connection with the Master Servicer's  election to
repurchase,  or (ii) if the Master Servicer elected to so repurchase,  an amount
equal to the outstanding  Certificate Principal Balance of the Class A and Class
M  Certificates,  plus  Accrued  Certificate  Interest  thereon  for the related
Interest Accrual Period and any previously unpaid Accrued Certificate  Interest.
(d)  In  the  event  that  any  Certificateholders  shall  not  surrender  their
Certificates for final payment and


                                            -112-

<PAGE>



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

        Section 9.02. Additional Termination Requirements.

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

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

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

               (iii) If the Master  Servicer is exercising its right to purchase
        the assets of the Trust  Fund,  the Master  Servicer  shall,  during the
        90-day  liquidation  period  and at or prior to the  Final  Distribution
        Date,  purchase all of the assets of the Trust Fund for cash;  provided,
        however,  that in the  event  that a  calendar  quarter  ends  after the
        commencement of the 90-day


                                            -113-

<PAGE>



        liquidation  period but prior to the Final Distribution Date, the Master
        Servicer shall not purchase any of the assets of the Trust Fund prior to
        the close of that calendar quarter.

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




                                            -114-

<PAGE>



                                    ARTICLE X

                                REMIC PROVISIONS

        Section 10.01.       REMIC Administration.

        (a) The REMIC  Administrator  shall  make an  election  to treat each of
REMIC I,  REMIC II and REMIC III as a REMIC  under the Code and,  if  necessary,
under  applicable  state law.  Such  election will be made on Form 1066 or other
appropriate  federal  tax or  information  return  (including  Form 8811) or any
appropriate  state  return for the  taxable  year  ending on the last day of the
calendar  year in  which  the  Certificates  are  issued.  The  REMIC I  Regular
Interests  shall be  designated  as the  "regular  interests"  and the Class R-I
Certificates  shall be designated  as the sole class of "residual  interests" in
the REMIC I. The REMIC II Regular  Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual  interests" in the REMIC II. The Class A-1,  Class A-2,  Class A-3,
Class A-4, Class A-5, Class A-IO,  Class M- 1, Class M-2, Class M-3 and Class SB
Certificates shall be designated as the "regular interests" in REMIC III and the
Class  R-III  Certificates  shall  be  designated  the sole  class of  "residual
interests"  in REMIC III.  The REMIC  Administrator  and the  Trustee  shall not
permit the  creation of any  "interests"  (within the meaning of Section 860G of
the Code) in the REMIC other than the Certificates.

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

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

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


                                            -115-

<PAGE>



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

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

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


                                            -116-

<PAGE>



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

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

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

        (j)  Neither  the Master  Servicer  nor the  Trustee  shall  (subject to
Section  10.01(f))  enter into any arrangement by which any of REMIC I, REMIC II
or REMIC III will  receive a fee or other  compensation  for services nor permit
any of REMIC I, REMIC II or REMIC III to receive any


                                            -117-

<PAGE>



income  from  assets  other  than  "qualified  mortgages"  as defined in Section
860G(a)(3)  of the  Code  or  "permitted  investments"  as  defined  in  Section
860G(a)(5) of the Code.

        (k)  Solely  for the  purposes  of  Section  1.860G-1(a)(4)(iii)  of the
Treasury Regulations, the "latest possible maturity date" by which the principal
balance  of each  regular  interest  in each  REMIC  would be reduced to zero is
November 25, 2031.

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

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

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

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

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



                                            -118-

<PAGE>



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




                                            -119-

<PAGE>



                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS

        Section 11.01.       Amendment.

        (a) Subject to Section 2.06,  this Agreement or any Custodial  Agreement
may be amended from time to time by the Depositor,  the Master  Servicer and the
Trustee:

               (i)    to cure any ambiguity,

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

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

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

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

               (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


                                            -120-

<PAGE>



        evidenced  by an Opinion of Counsel,  adversely  affect in any  material
        respect the  interests of any  Certificateholder  and is  authorized  or
        permitted under Section 11.01(c).

        (b) Subject to Section 2.06,  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, or

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

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

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


                                            -121-

<PAGE>



by the REMIC to the  Depositor  or any  successor,  all  within  the  meaning of
Treasury  regulations Section  1.860G-2(h).  In connection with the provision of
any such  instrument or fund,  this  Agreement  and any provision  hereof may be
modified,  added to, deleted or otherwise  amended in any manner that is related
or incidental to such instrument or fund or the  establishment or administration
thereof,  such amendment to be made by written instrument  executed or consented
to by the  Depositor  and such  related  insurer  but without the consent of any
Certificateholder  and without the consent of the Master Servicer or the Trustee
being required unless any such amendment would impose any additional  obligation
on, or otherwise adversely affect the interests of the  Certificateholders,  the
Master  Servicer or the Trustee,  as  applicable;  provided  that the  Depositor
obtains  an  Opinion of  Counsel  (which  need not be an opinion of  Independent
counsel)  to the effect that any such  amendment  will not cause (a) any federal
tax to be imposed on the Trust Fund,  including without limitation,  any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions  after the startup date" under Section  860G(d)(1) of the Code
and (b) any of REMIC I,  REMIC II or REMIC III to fail to  qualify as a REMIC at
any time that any  Certificate is  outstanding.  In the event that the Depositor
elects to provide such  coverage in the form of a limited  guaranty  provided by
General Motors Acceptance Corporation,  the Depositor may elect that the text of
such amendment to this  Agreement  shall be  substantially  in the form attached
hereto as Exhibit K (in which case Residential Funding's Subordinate Certificate
Loss Obligation as described in such exhibit shall be established by Residential
Funding's  consent to such  amendment)  and that the limited  guaranty  shall be
executed  in the form  attached  hereto as Exhibit  L, with such  changes as the
Depositor shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the  Trustee's  consent
or approval to the use thereof is not required.

        Section 11.02.       Recordation of Agreement; Counterparts.

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

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

        Section 11.03.       Limitation on Rights of Certificateholders.

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


                                            -122-

<PAGE>



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

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

        Section 11.04.       Governing Law.

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

        Section 11.05.       Notices.

        All  demands  and  notices  hereunder  shall be in writing  and shall be
deemed  to have  been  duly  given  if  personally  delivered  at or  mailed  by
registered mail,  postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor,  8400 Normandale Lake Boulevard,  Suite 250,  Minneapolis,  Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master  Servicer and the Trustee in writing by the Depositor;  (b) in the
case of the Master  Servicer,  2255 North Ontario  Street,  Burbank,  California
91504-3120,  Attention:  Bond  Administration  or such  other  address as may be
hereafter  furnished to the Depositor and the Trustee by the Master  Servicer in
writing;  (c) in the case of the Trustee,  450 West 33rd Street, 14th Floor, New
York, New York 10001, Attention: Residential Asset Mortgage Products Inc. Series
2001-RZ4 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


                                            -123-

<PAGE>



Standard & Poor's, 55 Water Street, New York, New York 10041 Attention: Mortgage
Surveillance  or  such  other  address  as may  be  hereafter  furnished  to the
Depositor,  Trustee and Master Servicer by Standard & Poor's; (e) in the case of
Moody's, 99 Church Street, New York, New York 10007,  Attention:  ABS Monitoring
Department,  or  such  other  address  as  may  be  hereafter  furnished  to the
Depositor, the Trustee and the Master Servicer in writing by Moody's, and (f) in
the case of Fitch, One State Street Plaza, 32nd Floor, New York, New York 10004,
or such other  address  as may be  hereafter  furnished  to the  Depositor,  the
Trustee  and the Master  Servicer  in writing by Fitch.  Any notice  required or
permitted  to be mailed  to a  Certificateholder  shall be given by first  class
mail, postage prepaid, at the address of such holder as shown in the Certificate
Register.  Any notice so mailed  within the time  prescribed  in this  Agreement
shall be  conclusively  presumed  to have been duly  given,  whether  or not the
Certificateholder receives such notice.

        Section 11.06.       Notices to Rating Agencies.

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

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

               (ii)   the occurrence of an Event of Default,

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

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

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

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

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

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

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

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


                                            -124-

<PAGE>



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

        Section 11.08.       Severability of Provisions.

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

        Section 11.10.       Supplemental Provisions for Resecuritization.

        (a) This  Agreement  may be  supplemented  by means of the addition of a
separate  Article  hereto  (a   "Supplemental   Article")  for  the  purpose  of
resecuritizing  any of the Certificates  issued  hereunder,  under the following
circumstances.  With  respect  to any Class or Classes  of  Certificates  issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its  Affiliates  (or  any  designee  thereof)  is  the  registered  Holder  (the
"Resecuritized  Certificates"),  the  Depositor  may deposit such  Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial  arrangement (a
"Restructuring  Vehicle") to be held by the Trustee  pursuant to a  Supplemental
Article.  The instrument adopting such Supplemental Article shall be executed by
the Depositor,  the Master Servicer and the Trustee;  provided, that neither the
Master  Servicer nor the Trustee shall withhold  their consent  thereto if their
respective  interests would not be materially adversely affected thereby. To the
extent that the terms of the  Supplemental  Article do not in any way affect any
provisions  of this  Agreement as to any of the  Certificates  initially  issued
hereunder,  the adoption of the  Supplemental  Article  shall not  constitute an
"amendment" of this Agreement.

        Each  Supplemental  Article  shall set forth  all  necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and  any  other  provisions  necessary  to the  purposes  thereof.  In
connection with each  Supplemental  Article,  the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental Article will not endanger the status of any of REMIC I, REMIC II or
REMIC III as a REMIC or result in the  imposition  of a tax upon the Trust  Fund
(including  but not limited to the tax on prohibited  transaction  as defined in
Section  860F(a)(2) of the Code and the tax on  contributions  to a REMIC as set
forth in Section 860G(d) of the Code.


                                            -125-

<PAGE>



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

                                            RESIDENTIAL ASSET MORTGAGE
                                             PRODUCTS, INC.


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

Attest:

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

                                            RESIDENTIAL FUNDING CORPORATION


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

Attest:

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

                                            JPMORGAN CHASE BANK,
                                   as Trustee

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

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




                                            -126-

<PAGE>



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

        On the 20th day of November, 2001, before me, a notary public in and for
said  State,  personally  appeared  Julie  Steinhagen,  known to me to be a Vice
President of Residential Asset Mortgage Products,  Inc., one of the corporations
that executed the within  instrument,  and also known to me to be the person who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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



                                            -------------------------
                                                Notary Public


[Notarial Seal]



                                            -127-

<PAGE>



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


        On the 20th day of November, 2001, before me, a notary public in and for
said State,  personally  appeared Randy Van Zee, known to me to be a Director of
Residential  Funding  Corporation,  one of the  corporations  that  executed the
within  instrument,  and also known to me to be the person  who  executed  it on
behalf  of  said  corporation,  and  acknowledged  to me that  such  corporation
executed the within instrument.

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


                                            -------------------------
                                                 Notary Public


[Notarial Seal]



                                            -128-

<PAGE>


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

        On the 20th day of November, 2001, before me, a notary public in and for
said State,  personally  appeared Mark McDermott,  known to me to be a Assistant
Vice  President of JPMorgan  Chase Bank,  a national  banking  corporation  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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



                                            -------------------------
                                                Notary Public


[Notarial Seal]



                                            -129-

<PAGE>


                                    EXHIBIT A

                             FORM [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  SECTION  860G AND 860D OF THE  INTERNAL
REVENUE CODE OF 1986.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),  TO 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.




<PAGE>




Class A-_ Senior                       Certificate No. 1
                                       ____% Pass-Through Rate
Date of Pooling and Servicing
Agreement and Cut-off Date:            Percentage Interest: 100%
November 1, 2001
First Distribution Date:               Aggregate Initial Certificate Principal
December 26, 2001                      Balance of the Class A-_
                                       Certificates: $_________
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:     Initial Certificate Principal Balance
_______ __, ____                       of this Class A-_ Certificate:
                                       $__________
Maturity Date:
November 25, 2031                      CUSIP: _________


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2001-RZ4

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

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

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


                                              2

<PAGE>



extent not defined herein,  the capitalized  terms used herein have the meanings
assigned in the  Agreement.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which  Agreement the
Holder of this  Certificate  by virtue of the  acceptance  hereof assents and by
which such Holder is bound.

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

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

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

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

        The Agreement permits,  with certain  exceptions  therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders under the Agreement from time to time by


                                              3

<PAGE>



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

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or agencies  appointed by the Trustee in the City and State of New York,
duly  endorsed by, or  accompanied  by an  assignment in the form below or other
written  instrument  of  transfer  in form  satisfactory  to the Trustee and the
Certificate  Registrar  duly  executed  by the  Holder  hereof or such  Holder's
attorney duly authorized in writing, and 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.

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage  Loan, and (ii) the purchase by the Master  Servicer
or the  Depositor  from the Trust Fund of all remaining  Mortgage  Loans and all
property  acquired in respect of such Mortgage  Loans,  thereby  effecting early
retirement  of the related  Certificates.  The Agreement  permits,  but does not
require, the Master


                                              4

<PAGE>



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

        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.




                                              5

<PAGE>



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


                                            JPMORGAN CHASE BANK,
                                                   as Trustee


                                            By:
                                                   Authorized Signatory


Dated: November 20, 2001

                          CERTIFICATE OF AUTHENTICATION

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


                                            JPMORGAN CHASE BANK,
                                                   as Certificate Registrar


                                            By:  _______________________________
                                                   Authorized Signatory






<PAGE>



                                   ASSIGNMENT

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

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


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


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

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

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

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


Dated:_____________________          __________________________________
                                     Signature by or on behalf of assignor


                                     __________________________________
                                     Signature Guaranteed



                             DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

Distributions  shall be made,  by wire  transfer or  otherwise,  in  immediately
available                                                                  funds
to______________________________________________________________________________
for                     the                      account                      of
_______________________________________________________________          account
number_________________________________________________________________  or,  if
mailed by check, to__________________________________________________________

        Applicable          statements          should         be         mailed
to:______________________________________.

        This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.









<PAGE>



                                    EXHIBIT B

                      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 BELOW).

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

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

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



<PAGE>



TRANSACTION CLASS EXEMPTION  ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH
IN  SECTIONS I AND III OF PTCE  95-60  HAVE BEEN  SATISFIED  (EACH  ENTITY  THAT
SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").

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

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

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

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



<PAGE>


<TABLE>
<CAPTION>


<S>                                         <C>
Class M-_ Mezzanine                         Certificate No. 1

Date of Pooling and Servicing               ____% Pass-Through Rate
Agreement and Cut-off Date
November 1, 2001                            Aggregate Certificate Principal Balance of the
:                                           Class M-_ Certificates: $_________
First Distribution Date:
December 26, 2001                           Initial Certificate Principal Balance of this
:                                           Certificates:
Master Servicer:                            $__________
Residential Funding Corporation

Final Scheduled Distribution Date:                  CUSIP: ___________
November 25, 2031

Maturity Date:
November 25, 2031

</TABLE>


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2001-RZ4

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

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

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



<PAGE>



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

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately following (the "Distribution Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day Business  Day, of the month
next  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, if
any,  required to be  distributed to Holders of Class M-_  Certificates  on such
Distribution Date.

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

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

               As described above, unless an Officer's Certificate to the effect
that such  restrictions  no longer  apply has been  delivered  to the trustee in
accordance with the pooling and servicing agreement, 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  Depositor,  the Trustee,  the
Master Servicer,  any  Subservicer,  and the Trust Fund from and against any and
all liabilities,  claims, costs or expenses incurred by such parties as a result
of such acquisition or holding.

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




<PAGE>



               The  Certificates  are  limited  in right of  payment  to certain
collections  and  recoveries   respecting  the  Mortgage  Loans,   all  as  more
specifically  set forth herein and in the Agreement In the event Master Servicer
funds  are  advanced  with  respect  to  any  Mortgage  Loan,  such  advance  is
reimbursable  to the Master  Servicer,  to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been  distributable  to  Certificateholders.   As  provided  in  the  Agreement,
withdrawals  from the Custodial  Account and/or the Certificate  Account created
for the benefit of  Certificateholders  may be made by the Master  Servicer from
time to time for purposes other than distributions to  Certificateholders,  such
purposes  including  without  limitation  reimbursement to the Depositor and the
Master  Servicer of advances made, or certain  expenses  incurred,  by either of
them.

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

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

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

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

               The  Depositor,   the  Master  Servicer,   the  Trustee  and  the
Certificate Registrar and any agent of the Depositor,  the Master Servicer,  the
Trustee  or the  Certificate  Registrar  may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither



<PAGE>



the  Depositor,  the Master  Servicer,  the  Trustee nor any such agent shall be
affected by notice to the contrary.

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

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

               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: November 20, 2001

                          CERTIFICATE OF AUTHENTICATION

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


                                            JPMORGAN CHASE BANK,
                                                    as Certificate Registrar

                                            By: __________________________
                                                    Authorized Signatory




<PAGE>



                                                                    ASSIGNMENT

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

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


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


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

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

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

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


Dated:_____________________          __________________________________
                                     Signature by or on behalf of assignor


                                     __________________________________
                                     Signature Guaranteed



                             DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

Distributions  shall be made,  by wire  transfer or  otherwise,  in  immediately
available                                                                  funds
to______________________________________________________________________________
for                     the                      account                      of
_______________________________________________________________          account
number_________________________________________________________________  or,  if
mailed by check, to__________________________________________________________

        Applicable          statements          should         be         mailed
to:______________________________________.

        This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.







<PAGE>



                                    EXHIBIT C

                      FORM OF CLASS SB CERTIFICATE

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

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

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

        NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO
ANY PLAN  SUBJECT  TO ERISA OR  SECTION  4975 OF THE CODE,  ANY  PERSON  ACTING,
DIRECTLY OR INDIRECTLY,  ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH
CERTIFICATES  WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE  DEPARTMENT
OF LABOR  REGULATION  PROMULGATED  AT 29 C.F.R.  SS.2510.3-101(  "PLAN  ASSETS")
UNLESS  EITHER  (I) THE  DEPOSITOR,  THE  TRUSTEE  AND THE MASTER  SERVICER  ARE
PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE
DEPOSITOR,  THE  TRUSTEE  AND THE  MASTER  SERVICER  THAT THE  PURCHASE  OF THIS
CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY PROHIBITED  TRANSACTION  UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION  4975 OF THE CODE) IN ADDITION  TO THOSE  UNDERTAKEN  IN THE  AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF. THE  DEPOSITOR,  THE MASTER
SERVICER,  THE TRUSTEE OR THE TRUST FUND OR (II) THE TRUSTEE IS PROVIDED  WITH A
CERTIFICATION  PURSUANT  TO  SECTION  5.02(E)  OF THE  AGREEMENT  IN THE FORM OF
EXHIBIT P TO THE  AGREEMENT,  WHICH THE  TRUSTEE MAY RELY UPON  WITHOUT  FURTHER
INQUIRY OR INVESTIGATION.





<PAGE>





<TABLE>

<S>                                                           <C>
Class SB Subordinate                          Certificate No. 1

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

First Distribution Date:                      Aggregate Initial Certificate Principal Balance
December 26, 2001                             of the Class SB Certificates:
                                              $_____

Master Servicer:                              Initial Certificate Notional Amount
Residential Funding Corporation               of this Certificate: $___________

Final Scheduled Distribution Date:            CUSIP: __________
November 25, 2031

Maturity Date:
November 25, 2031
</TABLE>

                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2001-RZ4

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

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

        This certifies  that  _________ the  registered  owner of the Percentage
Interest evidenced by this Certificate in certain  distributions with respect to
the Trust Fund  consisting  primarily  of an interest in a pool of  conventional
one- to  four-family  fixed  interest  rate,  first  lien  mortgage  loans  (the
"Mortgage   Loans"),   sold  by  Residential  Asset  Mortgage   Products,   Inc.
(hereinafter called the



<PAGE>



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


        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day Business  Day, of the month
next  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, 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.  The Notional
Amount hereof will be reduced by interest  shortfalls  including any  Prepayment
Interest  Shortfalls not covered by  Compensating  Interest or Excess Cash Flow,
and the interest  portion of any Realized  Losses  incurred in respect  thereof.
This Class SB Certificate will accrue interest at the  Pass-Through  Rate on the
Notional Amount as indicated in the definition of Accrued  Certificate  Interest
in the  Agreement.  This Class SB  Certificate  will not accrue  interest on its
Certificate Principal Balance.

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



<PAGE>



Agreement.  The Holder hereof desiring to effect such transfer  shall,  and does
hereby agree to, indemnify the Trustee,  the Depositor,  the Master Servicer and
the Certificate  Registrar acting on behalf of the Trustee against any liability
that may result if the  transfer  is not so exempt or is not made in  accordance
with such Federal and state laws.

        No transfer of this  Certificate or any interest herein shall be made to
any Plan  subject  to ERISA or  Section  4975 of the Code,  any  Person  acting,
directly or indirectly,  on behalf of any such Plan or any Person acquiring such
Certificates  with "plan assets" of a Plan within the meaning of the  Department
of Labor  regulation  promulgated  at 29 C.F.R.  ss.2510.3-101  ("Plan  Assets")
unless the Depositor,  the Trustee and the Master  Servicer are provided with an
Opinion of Counsel which  establishes to the satisfaction of the Depositor,  the
Trustee  and the  Master  Servicer  that the  purchase  of this  Certificate  is
permissible  under  applicable  law,  will  not  constitute  or  result  in  any
prohibited  transaction  under  ERISA or  Section  4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any
obligation or liability  (including  obligations or  liabilities  under ERISA or
Section  4975 of the Code) in addition  to those  undertaken  in the  Agreement,
which  Opinion of Counsel shall not be an expense of the  Depositor,  the Master
Servicer,  the Trustee or the Trust Fund. In lieu of such Opinion of Counsel,  a
Plan, any Person acting,  directly or indirectly,  on behalf of any such Plan or
any Person  acquiring this  Certificate with Plan Assets of a Plan may provide a
certification  in the form of Exhibit P to the Agreement,  which the Trustee may
rely upon without further inquiry or investigation.

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



<PAGE>



thereof in certain  circumstances  without  the consent of the Holders of any of
the Certificates and, in certain additional  circumstances,  without the consent
of the. Holders of certain Classes of Certificates.

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

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

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

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

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

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



<PAGE>



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







<PAGE>



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


                                            JPMORGAN CHASE BANK,
                                                    as Trustee


                                            By:
                                                    Authorized Signatory

Dated: November 20, 2001

                          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                                                                  funds
to______________________________________________________________________________
for                     the                      account                      of
_______________________________________________________________          account
number_________________________________________________________________  or,  if
mailed by check, to__________________________________________________________

        Applicable          statements          should         be         mailed
to:______________________________________.

        This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.



<PAGE>



                                    EXHIBIT D

                      FORM OF CLASS R-_ CERTIFICATE

        THE CLASS R-_ 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  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
                      FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
                      AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
                      ORGANIZATION  (OTHER  THAN  A  COOPERATIVE   DESCRIBED  IN
                      SECTION 521 OF THE CODE)



<PAGE>



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





<PAGE>




Class R-_                                       Certificate No. 1
Date of Pooling and Servicing                   Percentage Interest: 100%
Agreement and Cut-off Date:
November 1, 2001
First Distribution Date:                      Final Scheduled Distribution Date:
December 26, 2001                             November 25, 2031
Master Servicer:
Residential Funding Corporation


                       MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                       SERIES 2001-RZ4

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

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

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


                                              3

<PAGE>



"Distribution Date"), commencing as described in the Agreement, to the Person in
whose name this  Certificate  is registered at the close of business on the last
day Business  Day, of the month next  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,  if any,  required to be distributed to Holders of Class R-_
Certificates on such Distribution Date.

        Each  Holder of this  Certificate  will be  deemed to have  agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United  States  Person and a  Permitted  Transferee,  (ii) the  transfer  of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted  Transferee,  (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  Assets")
unless the Depositor,  the Trustee and the Master  Servicer are provided with an
Opinion of Counsel which


                                              4

<PAGE>



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

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

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

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

        The Agreement permits,  with certain  exceptions  therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement from time to time by the Depositor,  the
Master  Servicer and the Trustee with the consent of the Holders of Certificates
evidencing  in the aggregate  not less 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


                                              5

<PAGE>



new  Certificates  of  authorized  denominations  evidencing  the same Class and
aggregate  Percentage  Interest will be issued to the  designated  transferee or
transferees.

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

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

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

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

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

        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.




                                              6

<PAGE>



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


                                            JPMORGAN CHASE BANK,
                                                    as Trustee


                                            By:
                                                    Authorized Signatory


Dated: November 20, 2001

                          CERTIFICATE OF AUTHENTICATION

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


                                            JPMORGAN CHASE BANK,
                                                    as Certificate Registrar


                                            By:  _______________________________
                                                    Authorized Signatory









<PAGE>


                                   ASSIGNMENT

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

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


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


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

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

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

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


Dated:_____________________          __________________________________
                                     Signature by or on behalf of assignor


                                     __________________________________
                                     Signature Guaranteed



                             DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

Distributions  shall be made,  by wire  transfer or  otherwise,  in  immediately
available                                                                  funds
to______________________________________________________________________________
for                     the                      account                      of
_______________________________________________________________          account
number_________________________________________________________________  or,  if
mailed by check, to__________________________________________________________

        Applicable          statements          should         be         mailed
to:______________________________________.

        This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.







<PAGE>



                                          EXHIBIT E

                           FORM OF CUSTODIAL AGREEMENT


               THIS CUSTODIAL  AGREEMENT (as amended and supplemented  from time
to time, the  "Agreement"),  dated as of November 1, 2001, by and among JPMORGAN
CHASE BANK, as trustee  (including  its successors  under the Pooling  Agreement
defined below, the "Trustee"),  RESIDENTIAL  ASSET MORTGAGE  PRODUCTS,  INC., as
company  (together with any successor in interest,  the "Company"),  RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or  successor  under  the  Pooling  Agreement  referred  to below,  the  "Master
Servicer") and WELLS FARGO BANK MINNESOTA,  NATIONAL  ASSOCIATION,  as custodian
(together with any successor in interest or any successor  appointed  hereunder,
the "Custodian").

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

               WHEREAS, the Company,  the Master Servicer,  and the Trustee have
entered into a Pooling and  Servicing  Agreement,  dated as of November 1, 2001,
relating to the issuance of Residential Asset Mortgage Products,  Inc., Mortgage
Asset-Backed  Pass-Through  Certificates,  Series  2001-RZ4 (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



<PAGE>



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

               Section 2.2  Recordation  of  Assignments.  If any Mortgage  File
includes one or more  assignments  of the related  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  and the Insurer an Initial  Certification  in the form  annexed
hereto as Exhibit One  evidencing  receipt of a Mortgage  File for each Mortgage
Loan listed on the Schedule attached hereto (the "Mortgage Loan Schedule").  The
parties  hereto  acknowledge  that certain  documents  referred to in Subsection
2.01(b)(i)  of the Pooling  Agreement  may be missing on or prior to the Closing
Date and such missing documents shall be listed as a Schedule to Exhibit One.

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



                                             E-2

<PAGE>



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

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

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

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

               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
Custodian  shall  deliver  a  signed  acknowledgment  to  the  Master  Servicer,
confirming receipt of such Mortgage File.



                                             E-3

<PAGE>



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

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

                                   ARTICLE III

                            Concerning the Custodian

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

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

               Section  3.2  Indemnification.   The  Company  hereby  agrees  to
indemnify  and  hold  the  Custodian  harmless  from  and  against  all  claims,
liabilities,  losses,  actions, suits or proceedings at law or in equity, or any
other expenses,  fees or charges of any character or nature, which the Custodian
may incur or with which the  Custodian may be threatened by reason of its acting
as custodian under this Agreement,  including  indemnification  of the Custodian
against  any and all  expenses,  including  attorney's  fees if counsel  for the
Custodian  has been  approved  by the  Company,  and the cost of  defending  any
action,  suit  or  proceedings  or  resisting  any  claim.  Notwithstanding  the
foregoing,  it is specifically  understood and agreed that in the event any such
claim,  liability,  loss,  action,  suit or proceeding or other expense,  fee or
charge shall have been caused by reason of any negligent act,  negligent failure
to act or  willful  misconduct  on the part of the  Custodian,  or  which  shall
constitute  a  willful  breach  of its  duties  hereunder,  the  indemnification
provisions of this Agreement shall not apply.


                                             E-4

<PAGE>




               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.


                                             E-5

<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.



                                             E-6

<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.





                                             E-7

<PAGE>



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

Address:                                           JPMORGAN CHASE BANK
                                                   as Trustee

450 West 33rd Street - 14th Floor
New York, New York 10001
                                                   By:__________________________
Attention:     Residential Asset Mortgage          Name:  ______________
               Products, Inc., Series 2001-RZ4     Title: ______________


Address:                                           RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437
                                                   By:__________________________
                                                   Name:  ____________
                                                   Title: ____________


Address:                                           RESIDENTIAL FUNDING
                                                   CORPORATION, as Master
8400 Normandale Lake Boulevard                      Servicer
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: ____________


                                             E-7

<PAGE>




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


               On the 20th day of November,  2001, before me, a notary public in
and for said  State,  personally  appeared  ______________,  known to me to be a
______________  of JPMorgan  Chase Bank,  a national  banking  association  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on  behalf of said  corporation  and  acknowledged  to me that such
corporation executed the within instrument.

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



                                          _________________________
                                                     Notary Public

[SEAL]



                                             E-7

<PAGE>



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


               On the 20th day of November,  2001, before me, a notary public in
and for said  State,  personally  appeared  ______________,  known to me to be a
____________  of  Residential  Asset  Mortgage   Products,   Inc.,  one  of  the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

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


                                               _________________________
                                                        Notary Public
[Notarial Seal]




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


               On the 20th day of November,  2001, 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]





                                             E-7

<PAGE>



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


               On the 20th day of October,  2001,  before me, a notary public in
and for  said  State,  personally  appeared  ____________,  known to me to be an
______________ of Wells Fargo Bank Minnesota,  National Association,  one of the
corporations that executed the within instrument, and also known to me to be the
person who  executed  it on behalf of said  national  banking  association,  and
acknowledged to me that such national  banking  association  executed the within
instrument.

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




                                            ______________________________
                                            Notary Public




                                             E-7

<PAGE>



                                   EXHIBIT ONE

                                FORM OF CUSTODIAN
                              INITIAL CERTIFICATION

                                                   November 20, 2001


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


Attention: Residential Asset Mortgage Products, Inc., Series 2001-RZ4

          Re:  Custodial Agreement,  dated as of November 20, 2001, by and among
               JPMorgan Chase Bank,  Residential Asset Mortgage Products,  Inc.,
               Residential  Funding  Corporation and Wells Fargo Bank Minnesota,
               National   Association,   relating   to   Mortgage   Asset-Backed
               Pass-Through Certificates, Series 2001-RZ4

Ladies and Gentlemen:

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

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

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION


                                                   By:________________________
                                                   Name: ___________
                                                   Title:   ___________




                                             E-7

<PAGE>



                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                   November 20, 2001


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

Attention: Residential Asset Mortgage Products, Inc., Series 2001-RZ4

        Re:    Custodial Agreement, dated as of November 20, 2001, by and among
               JPMorgan Chase Bank, Residential Asset Mortgage Products, Inc.,
               Residential Funding Corporation and Wells Fargo Bank Minnesota,
               National Association, relating to Mortgage Asset-Backed
               Pass-Through Certificates, Series 2001-RZ4

Ladies and Gentlemen:

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

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

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION


                                                   By:_________________________
                                                   Name: _______________
                                                   Title:   _______________




                                             E-7

<PAGE>



                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION

                                                   November 20, 2001


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


Attention: Residential Asset Mortgage Products, Inc., Series 2001-RZ4

          Re:  Custodial Agreement,  dated as of November 20, 2001, by and among
               JPMorgan Chase Bank,  Residential Asset Mortgage Products,  Inc.,
               Residential  Funding  Corporation and Wells Fargo Bank Minnesota,
               National   Association,   relating   to   Mortgage   Asset-Backed
               Pass-Through Certificates, Series 2001-RZ4


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:   ________________




                                             E-7

<PAGE>



                                  EXHIBIT FOUR

                           FORM OF REQUEST FOR RELEASE

DATE:
TO:
RE:            REQUEST FOR RELEASE OF DOCUMENTS

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

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

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

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

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

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




                                             E-7

<PAGE>




deposited  have been or will be so  deposited  as  provided  in the  Pooling and
Servicing Agreement."


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

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

Name

Title

Date


                                             E-7

<PAGE>


                                        EXHIBIT F

                             Mortgage Loan Schedule

  RUN ON     : 11/14/01           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 12.00.22           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RAMP 2001-RZ4                                  CUTOFF : 11/01/01
  POOL       : 0004550
             :
             :
  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
  ---------------------------------------------------------------------------

      4669764                              .2500
      348,472.13                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      4673805                              .2500
       97,728.29                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4683431                              .2500
      127,310.05                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      4697852                              .2500
      159,366.03                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4707376                              .2500
      293,196.08                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      4740157                              .2500
       72,442.07                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000
1



      4784680                              .2500
      226,406.54                          .0500
           10.2500                         .0000
           10.0000                         .0000
            9.9500                         .0000
            9.9500                         .0000

      4786164                              .2500
       85,842.51                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      4791954                              .2500
       94,192.64                          .0500
           10.0000                         .0000
            9.7500                         .0000
            9.7000                         .0000
            9.7000                         .0000

      4858616                              .2500
      136,744.43                          .0500
           10.8750                         .0000
           10.6250                         .0000
           10.5750                         .0000
           10.5750                         .0000

      4871894                              .2500
       40,200.75                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      4881260                              .2500
      128,437.03                          .0500
           10.6250                         .0000
           10.3750                         .0000
           10.3250                         .0000
           10.3250                         .0000

      4894617                              .2500
      246,996.51                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4896523                              .2500
      130,568.27                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000
1



      4899473                              .2500
      189,053.01                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4899662                              .2500
      196,661.10                          .0500
            7.7500                         .0000
            7.5000                         .0000
            7.4500                         .0000
            7.4500                         .0000

      4905845                              .2500
      164,410.19                          .0500
           10.2500                         .0000
           10.0000                         .0000
            9.9500                         .0000
            9.9500                         .0000

      4911499                              .2500
      108,964.62                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4917964                              .2500
      224,120.92                          .0500
            8.2500                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      4923633                              .2500
       94,559.30                          .0500
           10.8750                         .0000
           10.6250                         .0000
           10.5750                         .0000
           10.5750                         .0000

      4923769                              .2500
       71,489.20                          .0500
           10.0000                         .0000
            9.7500                         .0000
            9.7000                         .0000
            9.7000                         .0000

      4931550                              .2500
      201,555.22                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000
1



      4938707                              .2500
      179,943.73                          .0500
           10.2500                         .0000
           10.0000                         .0000
            9.9500                         .0000
            9.9500                         .0000

      4939874                              .2500
      143,647.31                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      4940645                              .2500
      224,618.78                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4941762                              .2500
      153,523.08                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      4951661                              .2500
       29,872.84                          .0500
            8.2500                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      4957416                              .2500
       63,869.20                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      4963681                              .2500
       78,139.98                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      4967382                              .2500
       69,211.91                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000
1



      4968677                              .2500
       74,858.45                          .0500
            8.3500                         .0000
            8.1000                         .0000
            8.0500                         .0000
            8.0500                         .0000

      4970637                              .2500
      123,231.43                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4975611                              .2500
       90,787.75                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      4977707                              .2500
       78,829.28                          .0500
           12.0000                         .0000
           11.7500                         .0000
           11.7000                         .0000
           11.7000                         .0000

      4985345                              .2500
      324,182.10                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      4986601                              .2500
      121,792.29                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4991013                              .2500
      136,795.16                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      4994754                              .2500
      196,430.48                          .0500
            8.3750                         .0000
            8.1250                         .0000
            8.0750                         .0000
            8.0750                         .0000
1



      4995784                              .2500
       89,620.18                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      4997119                              .2500
       88,937.85                          .0500
            8.9900                         .0000
            8.7400                         .0000
            8.6900                         .0000
            8.6900                         .0000

      4997990                              .2500
      112,644.02                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      4998765                              .2500
      256,759.61                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5004374                              .2500
      105,086.77                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      5004517                              .2500
      149,109.47                          .0500
           10.5000                         .0000
           10.2500                         .0000
           10.2000                         .0000
           10.2000                         .0000

      5004814                              .2500
      191,157.94                          .0500
           11.3750                         .0000
           11.1250                         .0000
           11.0750                         .0000
           11.0750                         .0000

      5007164                              .2500
      387,185.70                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000
1



      5007288                              .2500
      240,409.17                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5009809                              .2500
      135,583.79                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5013380                              .2500
      132,496.80                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5013734                              .2500
       76,837.19                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      5016273                              .2500
       33,183.78                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      5017125                              .2500
       93,299.39                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      5019217                              .2500
       94,568.71                          .0500
            9.1750                         .0000
            8.9250                         .0000
            8.8750                         .0000
            8.8750                         .0000

      5019418                              .2500
      189,023.89                          .0500
            8.3750                         .0000
            8.1250                         .0000
            8.0750                         .0000
            8.0750                         .0000
1



      5022853                              .2500
      344,315.62                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      5023138                              .2500
       89,947.32                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      5024385                              .2500
      232,442.21                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5025404                              .2500
      107,806.04                          .0500
           10.3750                         .0000
           10.1250                         .0000
           10.0750                         .0000
           10.0750                         .0000

      5025580                              .2500
       76,931.59                          .0500
           10.0000                         .0000
            9.7500                         .0000
            9.7000                         .0000
            9.7000                         .0000

      5026304                              .2500
       97,684.21                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      5028194                              .2500
       90,306.62                          .0500
            9.6250                         .0000
            9.3750                         .0000
            9.3250                         .0000
            9.3250                         .0000

      5028914                              .2500
       97,387.41                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000
1



      5029041                              .2500
      125,875.05                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      5030376                              .2500
      106,869.90                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5033037                              .2500
      278,030.62                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5033841                              .2500
       83,429.15                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5033972                              .2500
       94,854.96                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5034470                              .2500
      109,757.56                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5035900                              .2500
       61,629.62                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5035915                              .2500
      126,659.95                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000
1



      5037284                              .2500
      101,827.17                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      5043944                              .2500
       80,090.21                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      5044642                              .2500
      142,185.13                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5045309                              .2500
      102,834.31                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      5046096                              .2500
      116,386.57                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5046438                              .2500
      129,675.19                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000

      5047143                              .2500
      164,412.59                          .0500
            9.1250                         .0000
            8.8750                         .0000
            8.8250                         .0000
            8.8250                         .0000

      5048576                              .2500
      157,764.96                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000
1



      5050240                              .2500
       69,429.08                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5050255                              .2500
      121,798.58                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5051649                              .2500
      191,406.84                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5053946                              .5000
      183,245.29                          .0500
            8.7500                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5054824                              .2500
      208,764.79                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      5055464                              .2500
      257,181.91                          .0500
           10.3750                         .0000
           10.1250                         .0000
           10.0750                         .0000
           10.0750                         .0000

      5055956                              .2500
      174,732.81                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      5056777                              .2500
      118,573.39                          .0500
            9.5000                         .0000
            9.2500                         .0000
            9.2000                         .0000
            9.2000                         .0000
1



      5058369                              .2500
      143,686.54                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      5058647                              .2500
      100,196.98                          .0500
           10.5000                         .0000
           10.2500                         .0000
           10.2000                         .0000
           10.2000                         .0000

      5059343                              .2500
      159,799.16                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      5061915                              .2500
      169,400.51                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      5063442                              .2500
      250,978.95                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      5068873                              .2500
      130,677.89                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      5068874                              .2500
      132,658.24                          .0500
            9.0000                         .0000
            8.7500                         .0000
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      6010906                              .5000
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           11.3750                         .0000
           10.8750                         .0000
           10.8250                         .0000
           10.8250                         .0000

      6010934                              .2500
      125,000.00                          .0500
           11.0000                         .0000
           10.7500                         .0000
           10.7000                         .0000
           10.7000                         .0000

      6010936                              .2500
      139,050.00                          .0500
            9.7500                         .0000
            9.5000                         .0000
            9.4500                         .0000
            9.4500                         .0000

      6010954                              .2500
      295,000.00                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      6010978                              .5000
      237,000.00                          .0500
            8.7500                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      6010980                              .5000
       60,750.00                          .0500
            7.3750                         .0000
            6.8750                         .0000
            6.8250                         .0000
            6.8250                         .0000

      6011004                              .2500
      375,000.00                          .0500
            7.8750                         .0000
            7.6250                         .0000
            7.5750                         .0000
            7.5750                         .0000

      6011020                              .2500
      275,500.00                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000
1



      6011064                              .5000
       97,400.00                          .0500
            8.0000                         .0000
            7.5000                         .0000
            7.4500                         .0000
            7.4500                         .0000

      6033970                              .2500
      153,000.00                          .0500
            9.2500                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      6034026                              .2500
      299,600.00                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      6034074                              .5000
      181,000.00                          .0500
            9.5000                         .0000
            9.0000                         .0000
            8.9500                         .0000
            8.9500                         .0000

      6059552                              .5000
       71,993.00                          .0500
            8.8750                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      6059598                              .2500
      162,640.00                          .0500
            8.0000                         .0000
            7.7500                         .0000
            7.7000                         .0000
            7.7000                         .0000

      6059612                              .2500
       84,000.00                          .0500
            8.0000                         .0000
            7.7500                         .0000
            7.7000                         .0000
            7.7000                         .0000

      6059638                              .2500
       86,000.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000
1



      6059654                              .5000
      149,265.00                          .0500
            7.8750                         .0000
            7.3750                         .0000
            7.3250                         .0000
            7.3250                         .0000

      6059670                              .2500
       94,350.00                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      6059672                              .5000
      348,250.00                          .0500
            8.1250                         .0000
            7.6250                         .0000
            7.5750                         .0000
            7.5750                         .0000

      6059674                              .2500
       96,400.00                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      6059676                              .5000
      150,895.00                          .0500
            9.1250                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      6059684                              .2500
       92,500.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      6059704                              .5000
      114,000.00                          .0500
            8.0000                         .0000
            7.5000                         .0000
            7.4500                         .0000
            7.4500                         .0000

      6059732                              .2500
      128,250.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000
1



      6059762                              .2500
      300,000.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      6059780                              .2500
      134,570.00                          .0500
            8.2500                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      6059784                              .5000
      227,000.00                          .0500
            7.5000                         .0000
            7.0000                         .0000
            6.9500                         .0000
            6.9500                         .0000

      6083624                              .5000
      155,000.00                          .0500
            8.2500                         .0000
            7.7500                         .0000
            7.7000                         .0000
            7.7000                         .0000

      6083634                              .5000
       54,000.00                          .0500
            8.3750                         .0000
            7.8750                         .0000
            7.8250                         .0000
            7.8250                         .0000

      6083642                              .2500
      182,300.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      6083650                              .5000
      299,900.00                          .0500
            8.2500                         .0000
            7.7500                         .0000
            7.7000                         .0000
            7.7000                         .0000

      6083688                              .2500
       61,250.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000
1



      6083706                              .2500
      164,000.00                          .0500
            7.5000                         .0000
            7.2500                         .0000
            7.2000                         .0000
            7.2000                         .0000

      6083728                              .5000
      149,800.00                          .0500
            8.2500                         .0000
            7.7500                         .0000
            7.7000                         .0000
            7.7000                         .0000

      6083736                              .2500
      129,650.00                          .0500
            8.6250                         .0000
            8.3750                         .0000
            8.3250                         .0000
            8.3250                         .0000

      6083804                              .2500
       61,000.00                          .0500
            8.5000                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      6083806                              .5000
       78,900.00                          .0500
            8.7500                         .0000
            8.2500                         .0000
            8.2000                         .0000
            8.2000                         .0000

      6083822                              .2500
      235,086.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      6083864                              .2500
      398,950.00                          .0500
            8.2500                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      6083876                              .5000
      187,600.00                          .0500
            7.8750                         .0000
            7.3750                         .0000
            7.3250                         .0000
            7.3250                         .0000
1



      6083886                              .2500
      113,500.00                          .0500
            8.1250                         .0000
            7.8750                         .0000
            7.8250                         .0000
            7.8250                         .0000

      6083888                              .2500
       75,905.00                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      6083890                              .2500
      113,900.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

      6110920                              .2500
      173,100.00                          .0500
            8.2500                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      6110970                              .2500
       53,550.00                          .0500
            8.8750                         .0000
            8.6250                         .0000
            8.5750                         .0000
            8.5750                         .0000

      6110980                              .5000
      167,900.00                          .0500
           10.5000                         .0000
           10.0000                         .0000
            9.9500                         .0000
            9.9500                         .0000

      6111010                              .5000
      110,000.00                          .0500
            8.2500                         .0000
            7.7500                         .0000
            7.7000                         .0000
            7.7000                         .0000

      6111032                              .2500
      114,190.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000
1



      6111052                              .2500
      135,200.00                          .0500
            8.3750                         .0000
            8.1250                         .0000
            8.0750                         .0000
            8.0750                         .0000

      6111056                              .2500
       82,400.00                          .0500
            8.2500                         .0000
            8.0000                         .0000
            7.9500                         .0000
            7.9500                         .0000

      6111076                              .2500
      118,845.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      6111082                              .2500
      198,550.00                          .0500
            9.0000                         .0000
            8.7500                         .0000
            8.7000                         .0000
            8.7000                         .0000

      6111088                              .2500
      182,970.00                          .0500
            8.0000                         .0000
            7.7500                         .0000
            7.7000                         .0000
            7.7000                         .0000

      6136544                              .2500
      156,045.00                          .0500
            9.3750                         .0000
            9.1250                         .0000
            9.0750                         .0000
            9.0750                         .0000

      6136584                              .5000
      153,430.00                          .0500
            8.6250                         .0000
            8.1250                         .0000
            8.0750                         .0000
            8.0750                         .0000
1



      6136628                              .2500
      135,000.00                          .0500
            8.7500                         .0000
            8.5000                         .0000
            8.4500                         .0000
            8.4500                         .0000

  TOTAL NUMBER OF LOANS:     1846
  TOTAL BALANCE........:        275,000,239.58


  RUN ON     : 11/14/01            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 12.00.22            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RAMP 2001-RZ4        FIXED SUMMARY REPORT      CUTOFF : 11/01/01
  POOL       : 0004550
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ----------------------------------------------------------------------------
  CURR NOTE RATE                        9.0437            7.3750     12.8750
  RFC NET RATE                          8.7422            6.8750     12.6250
  NET MTG RATE(INVSTR RATE)             8.6922            6.8250     12.5750
  POST STRIP RATE                       8.6922            6.8250     12.5750
  SUB SERV FEE                           .3014             .2500       .5000
  MSTR SERV FEE                          .0500             .0500        .0500
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .0000             .0000       .0000







  TOTAL NUMBER OF LOANS:  1846
  TOTAL BALANCE........:     275,000,239.58


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 11/14/01           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 12.00.22          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RAMP 2001-RZ4                                  CUTOFF : 11/01/01
  POOL       : 0004550
             :
             :
  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 #
  ______________________________________________________________________________


    4669764          T24/G01             F          349,950.00         ZZ
                                         360        348,472.13          1
                                       8.625          2,721.88        100
                                       8.375          2,721.88
    CASTRO VALLEY    CA   94546          1            03/28/01         23
    0433263241                           05           05/01/01          0
    09828487                             O            04/01/31
    0


    4673805          B28/G01             F           98,000.00         ZZ
                                         360         97,728.29          1
                                       9.000            788.54        107
                                       8.750            788.54
    STOCKTON         CA   95209          1            05/15/01         23
    0433263001                           05           07/01/01          0
    0104170036                           O            06/01/31
    0


    4683431          003/G01             F          127,850.00         ZZ
                                         360        127,310.05          1
                                       8.625            994.41        100
                                       8.375            994.41
    SUGAR HILL       GA   30518          1            03/30/01         23
    0433061306                           05           05/01/01          0
    0021422340                           O            04/01/31
    0


    4697852          737/G01             F          159,900.00         ZZ
                                         360        159,366.03          1
                                       9.000          1,286.59        100
                                       8.750          1,286.59
    PHOENIX          AZ   85032          1            04/26/01         23
    0433147253                           03           06/01/01          0
1


    2022533                              O            05/01/31
    0


    4707376          808/G01             F          293,950.00         ZZ
                                         360        293,196.08          1
                                       9.375          2,444.93        100
                                       9.125          2,444.93
    KENT             WA   98031          1            05/21/01         23
    0433103991                           05           07/01/01          0
    9502881                              O            06/01/31
    0


    4740157          664/G01             F           74,350.00         ZZ
                                         360         72,442.07          1
                                       9.625            631.97        107
                                       9.375            631.97
    GALESBURG        IL   61401          1            05/18/01         23
    0433043023                           05           07/01/01          0
    0008095663                           O            06/01/31
    0


    4784680          N67/G01             F          226,990.00         ZZ
                                         360        226,406.54          1
                                      10.250          2,034.06        100
                                      10.000          2,034.06
    TEMECULA         CA   92592          1            04/16/01         23
    0433084811                           05           06/01/01          0
    3370001091                           O            05/01/31
    0


    4786164          U59/G01             F           86,005.00         ZZ
                                         360         85,842.51          1
                                       9.750            738.92        103
                                       9.500            738.92
    ROCHESTER        NY   14623          1            06/29/01         23
    0433117132                           05           08/01/01          0
    01933800852867                       O            07/01/31
    0


    4791954          455/G01             F           94,405.00         ZZ
                                         360         94,192.64          1
                                      10.000            828.48        100
                                       9.750            828.48
    HIXSON           TN   37343          1            05/24/01         23
    0433153848                           05           07/01/01          0
    42001010                             O            06/01/31
    0


1


    4858616          455/G01             F          137,000.00         ZZ
                                         360        136,744.43          1
                                      10.875          1,291.76         99
                                      10.625          1,291.76
    CONYERS          GA   30013          1            05/31/01         23
    0433159621                           03           07/01/01          0
    09001340                             O            06/01/31
    0


    4871894          E82/G01             F           44,350.00         ZZ
                                         360         40,200.75          1
                                       9.125            360.85         95
                                       8.875            360.85
    WARSAW           IN   46580          1            05/30/01         23
    0400432787                           05           07/01/01          0
    0400432787                           N            06/01/31
    0


    4881260          E22/G01             F          128,750.00         ZZ
                                         360        128,437.03          1
                                      10.625          1,189.78        103
                                      10.375          1,189.78
    MURRIETA         CA   92563          1            05/23/01         23
    0412652893                           01           07/01/01          0
    0412652893                           O            06/01/31
    0


    4894617          808/G01             F          248,000.00         ZZ
                                         360        246,996.51          1
                                       8.875          1,973.20        100
                                       8.625          1,973.20
    NORWALK          CA   90650          1            05/18/01         23
    0433110079                           05           07/01/01          0
    9318580                              O            06/01/31
    0


    4896523          003/G01             F          130,850.00         ZZ
                                         360        130,568.27          1
                                       9.125          1,064.64        100
                                       8.875          1,064.64
    STATHAM          GA   30666          1            06/28/01         23
    0433059060                           03           08/01/01          0
    0021507900                           O            07/01/31
    0


    4899473          G75/G01             F          189,250.00         ZZ
                                         360        189,053.01          1
                                       9.250          1,556.92        106
                                       9.000          1,556.92
1


    CHICAGO          IL   60639          1            08/15/01         23
    0433190972                           05           10/01/01          0
    04385135                             O            09/01/31
    0


    4899662          G75/G01             F          196,800.00         ZZ
                                         360        196,661.10          1
                                       7.750          1,409.90        107
                                       7.500          1,409.90
    BRICK            NJ   08724          1            09/13/01         23
    0433255148                           05           11/01/01          0
    04376631                             O            10/01/31
    0


    4905845          J40/G01             F          164,690.00         ZZ
                                         360        164,410.19          1
                                      10.250          1,475.79        103
                                      10.000          1,475.79
    ATLANTA          GA   30308          1            06/20/01         23
    0433099363                           01           08/01/01          0
    1056900                              O            07/01/31
    0


    4911499          R65/G01             F          109,200.00         ZZ
                                         360        108,964.62          1
                                       8.875            868.84        105
                                       8.625            868.84
    UPPER MARLBORO   MD   20774          1            07/30/01         23
    0433210945                           05           09/01/01          0
    20013186                             O            08/01/31
    0


    4917964          M43/G01             F          224,700.00         ZZ
                                         360        224,120.92          1
                                       8.250          1,688.10        107
                                       8.000          1,688.10
    MOSELEY          VA   23120          2            06/15/01         23
    0433040664                           05           08/01/01          0
    744433205                            O            07/01/31
    0


    4923633          K15/G01             F           94,700.00         ZZ
                                         360         94,559.30          1
                                      10.875            892.92        103
                                      10.625            892.92
    DADE CITY        FL   33525          5            06/12/01         23
    0433056223                           05           08/01/01          0
    020680005311306                      O            07/01/31
    0
1




    4923769          588/G01             F           71,585.00         ZZ
                                         360         71,489.20          1
                                      10.000            628.21        100
                                       9.750            628.21
    TRENTON          NJ   08611          1            07/03/01         23
    0433148392                           05           09/01/01          0
    00010435906                          O            08/01/31
    0


    4931550          147/G01             F          201,880.00         ZZ
                                         360        201,555.22          1
                                       9.125          1,642.57        103
                                       8.875          1,642.57
    LA MESA          CA   91941          1            07/10/01         23
    0433046356                           05           09/01/01          0
    10424960                             O            08/01/31
    0


    4938707          147/G01             F          180,250.00         ZZ
                                         360        179,943.73          1
                                      10.250          1,615.23        103
                                      10.000          1,615.23
    PHOENIX          AZ   85054          2            06/13/01         23
    0432994770                           03           08/01/01          0
    10423475                             O            07/01/31
    0


    4939874          700/G01             F          144,000.00         ZZ
                                         360        143,647.31          1
                                       8.500          1,107.24        100
                                       8.250          1,107.24
    CERRITOS         CA   90703          1            06/20/01         23
    0433099181                           01           08/01/01          0
    00259530                             O            07/01/31
    0


    4940645          P27/G01             F          225,000.00         ZZ
                                         360        224,618.78          1
                                       8.875          1,790.20         96
                                       8.625          1,790.20
    SAN DIEGO        CA   92154          5            07/05/01         23
    0433223443                           05           09/01/01          0
    P4617560                             O            08/01/31
    0


    4941762          664/G01             F          153,900.00         ZZ
                                         360        153,523.08          1
1


                                       8.500          1,183.36         95
                                       8.250          1,183.36
    CHICAGO          IL   60629          1            06/29/01         11
    0433147519                           05           08/01/01         30
    0008213100                           O            07/01/31
    0


    4951661          588/G01             F           29,950.00         ZZ
                                         360         29,872.84          1
                                       8.250            225.00        107
                                       8.000            225.00
    BOROUGH OF BROO  PA   19015          1            06/29/01         23
    0433224185                           01           08/01/01          0
    00010442415                          O            07/01/31
    0


    4957416          147/G01             F           64,000.00         ZZ
                                         360         63,869.20          1
                                       9.375            532.32        107
                                       9.125            532.32
    NASHVILLE        MI   49073          1            06/19/01         23
    0433103603                           05           08/01/01          0
    1                                    O            07/01/31
    0


    4963681          J40/G01             F           78,300.00         ZZ
                                         360         78,139.98          1
                                       9.375            651.26        100
                                       9.125            651.26
    ORLANDO          FL   32812          1            06/29/01         23
    0433099330                           05           08/01/01          0
    1057844                              O            07/01/31
    0


    4967382          003/G01             F           69,350.00         ZZ
                                         360         69,211.91          1
                                       9.500            583.14         95
                                       9.250            583.14
    ATLANTA          GA   30318          1            07/02/01         23
    0433102084                           05           08/01/01          0
    0021479068                           N            07/01/31
    0


    4968677          737/G01             F           75,000.00         ZZ
                                         360         74,858.45          1
                                       8.350            568.73        100
                                       8.100            568.73
    BAKERSFIELD      CA   93306          1            07/09/01         23
    0433162054                           05           09/01/01          0
1


    0001778083                           O            08/01/31
    0


    4970637          253/G01             F          123,500.00         ZZ
                                         360        123,231.43          1
                                       9.250          1,016.01         95
                                       9.000          1,016.01
    CEDAR HILL       TX   75104          1            07/05/01         23
    0433047487                           05           09/01/01          0
    972192                               N            08/01/31
    0


    4975611          685/G01             F           90,950.00         ZZ
                                         360         90,787.75          1
                                       8.625            707.40        107
                                       8.375            707.40
    PENSACOLA        FL   32504          2            07/05/01         23
    0433055720                           05           09/01/01          0
    125835                               O            08/01/31
    0


    4977707          664/G01             F           78,921.00         ZZ
                                         360         78,829.28          1
                                      12.000            811.80        100
                                      11.750            811.80
    MILLINGTON       TN   38053          1            06/29/01         23
    0433056298                           05           08/01/01          0
    0008198780                           O            07/01/31
    0


    4985345          003/G01             F          324,900.00         ZZ
                                         360        324,182.10          1
                                       9.000          2,614.22        100
                                       8.750          2,614.22
    DULUTH           GA   30097          1            06/26/01         23
    0433102860                           05           08/01/01          0
    0021497888                           O            07/01/31
    0


    4986601          R65/G01             F          121,999.00         ZZ
                                         360        121,792.29          1
                                       8.875            970.68        100
                                       8.625            970.68
    BROOKLYN PARK    MN   55444          1            07/03/01         23
    0433007317                           07           09/01/01          0
    20013424                             O            08/01/31
    0


1


    4991013          J95/G01             F          137,000.00         ZZ
                                         360        136,795.16          1
                                       8.625          1,065.58        100
                                       8.375          1,065.58
    HOOD RIVER       OR   97031          1            08/01/01         23
    0433106804                           05           10/01/01          0
    0027247659                           O            09/01/31
    0


    4994754          588/G01             F          196,800.00         ZZ
                                         360        196,430.48          1
                                       8.375          1,495.82        107
                                       8.125          1,495.82
    NEW BRITIAN BOR  PA   18901          1            07/31/01         23
    0433234317                           05           09/01/01          0
    00010446887                          O            08/01/31
    0


    4995784          664/G01             F           89,900.00         ZZ
                                         360         89,620.18          1
                                       9.250            739.59        100
                                       9.000            739.59
    RALEIGH          NC   27610          1            06/29/01         23
    0433102738                           05           08/01/01          0
    0008219115                           O            07/01/31
    0


    4997119          147/G01             F           90,950.00         ZZ
                                         360         88,937.85          1
                                       8.990            731.15        107
                                       8.740            731.15
    PITTSBURGH       PA   15227          1            06/29/01         23
    0433087244                           05           08/01/01          0
    10423536                             O            07/01/31
    0


    4997990          700/G01             F          112,900.00         ZZ
                                         360        112,644.02          1
                                       8.875            898.28        100
                                       8.625            898.28
    AURORA           CO   80012          1            06/29/01         23
    0433051257                           01           08/01/01          0
    00259860                             O            07/01/31
    0


    4998765          J95/G01             F          257,390.00         ZZ
                                         360        256,759.61          1
                                       8.500          1,979.11        103
                                       8.250          1,979.11
1


    VALRICO          FL   33594          1            06/29/01         23
    0433104205                           09           08/01/01          0
    0023649999                           O            07/01/31
    0


    5004374          147/G01             F          105,500.00         ZZ
                                         360        105,086.77          1
                                       9.500            887.11        106
                                       9.250            887.11
    PHOENIX          AZ   85024          5            06/28/01         23
    0433043882                           05           08/01/01          0
    10421240                             O            07/01/31
    0


    5004517          R54/G01             F          149,350.00         ZZ
                                         360        149,109.47          1
                                      10.500          1,366.16        103
                                      10.250          1,366.16
    GRETNA           LA   70056          1            06/29/01         23
    0433104031                           05           08/01/01          0
    2000001908                           O            07/01/31
    0


    5004814          G52/G01             F          191,500.00         ZZ
                                         360        191,157.94          1
                                      11.375          1,878.17        103
                                      11.125          1,878.17
    LAS VEGAS        NV   89134          1            06/27/01         23
    0433040524                           03           08/01/01          0
    6100000050                           O            07/01/31
    0


    5007164          964/G01             F          389,350.00         ZZ
                                         360        387,185.70          1
                                       8.750          3,063.02        103
                                       8.500          3,063.02
    SEATTLE          WA   98199          1            06/26/01         23
    0433058955                           05           08/01/01          0
    132052                               O            07/01/31
    0


    5007288          B57/G01             F          240,850.00         ZZ
                                         360        240,409.17          1
                                       8.500          1,851.93        103
                                       8.250          1,851.93
    SIMI VALLEY      CA   93063          1            07/18/01         23
    0433042777                           09           09/01/01          0
    2140291                              O            08/01/31
    0
1




    5009809          B57/G01             F          135,900.00         ZZ
                                         360        135,583.79          1
                                       8.750          1,069.13        103
                                       8.500          1,069.13
    MESA             AZ   85203          1            06/29/01         23
    0432992022                           05           08/01/01          0
    21A0402                              O            07/01/31
    0


    5013380          G75/G01             F          132,650.00         ZZ
                                         360        132,496.80          1
                                       8.750          1,043.56        107
                                       8.500          1,043.56
    NEW BRUNSWICK    NJ   08901          1            08/09/01         23
    0433173507                           05           10/01/01          0
    04384765                             O            09/01/31
    0


    5013734          W33/G01             F           77,040.00         ZZ
                                         360         76,837.19          1
                                       9.250            633.79        107
                                       9.000            633.79
    BOWLING GREEN    KY   42101          1            06/27/01         23
    0433149911                           05           07/27/01          0
    0124467                              O            06/27/31
    0


    5016273          W53/G01             F           33,250.00         ZZ
                                         360         33,183.78          1
                                       9.500            279.59         95
                                       9.250            279.59
    YOUNGSTOWN       OH   44509          1            06/28/01         23
    0433101730                           05           08/01/01          0
    5200574900                           N            07/01/31
    0


    5017125          E87/G01             F           93,500.00         ZZ
                                         360         93,299.39          1
                                       9.125            760.75        100
                                       8.875            760.75
    SAN ANGELO       TX   76904          1            07/02/01         23
    0433053063                           05           09/01/01          0
    01060121                             O            08/01/31
    0


    5019217          147/G01             F           94,750.00         ZZ
                                         360         94,568.71          1
1


                                       9.175            774.35        106
                                       8.925            774.35
    BAKERSFIELD      CA   93305          5            07/03/01         23
    0433047271                           05           09/01/01          0
    10426241                             O            08/01/31
    0


    5019418          950/G01             F          189,500.00         ZZ
                                         360        189,023.89          1
                                       8.375          1,440.34        100
                                       8.125          1,440.34
    PUYALLUP         WA   98371          1            07/02/01         23
    0433065448                           05           08/01/01          0
    4106021                              O            07/01/31
    0


    5022853          588/G01             F          344,900.00         ZZ
                                         360        344,315.62          1
                                       8.875          2,744.18        105
                                       8.625          2,744.18
    DERWOOD          MD   20855          1            07/06/01         23
    0433040623                           05           09/01/01          0
    1044489                              O            08/01/31
    0


    5023138          J95/G01             F           90,100.00         ZZ
                                         360         89,947.32          1
                                       8.875            716.88        103
                                       8.625            716.88
    CANON CITY       CO   81212          1            07/27/01         23
    0433049327                           05           09/01/01          0
    0027229186                           O            08/01/31
    0


    5024385          J95/G01             F          233,000.00         ZZ
                                         360        232,442.21          1
                                       8.750          1,833.01        104
                                       8.500          1,833.01
    SOUTH ELGIN      IL   60177          2            07/25/01         23
    0433117405                           05           09/01/01          0
    27248509                             O            08/01/31
    0


    5025404          808/G01             F          108,000.00         ZZ
                                         360        107,806.04          1
                                      10.375            977.84        100
                                      10.125            977.84
    LOS ANGELES      CA   91402          1            06/13/01         23
    0433211133                           05           08/01/01          0
1


    9502737                              O            07/01/31
    0


    5025580          U05/G01             F           77,000.00         ZZ
                                         360         76,931.59          1
                                      10.000            675.73        100
                                       9.750            675.73
    HOUSTON          TX   77072          1            08/13/01         23
    0433129368                           05           10/01/01          0
    3138319                              O            09/01/31
    0


    5026304          147/G01             F           97,850.00         ZZ
                                         360         97,684.21          1
                                       8.875            778.54        103
                                       8.625            778.54
    ATLANTA          GA   30331          1            07/26/01         23
    0433099298                           05           09/01/01          0
    10426313                             O            08/01/31
    0


    5028194          147/G01             F           90,500.00         ZZ
                                         360         90,306.62          1
                                       9.625            769.25         96
                                       9.375            769.25
    BETHANY          OK   73008          5            07/10/01         23
    0433063021                           05           09/01/01          0
    1                                    O            08/01/31
    0


    5028914          J95/G01             F           97,500.00         ZZ
                                         360         97,387.41          1
                                       8.750            767.03        106
                                       8.500            767.03
    LAKE HAVASU CIT  AZ   86403          1            08/16/01         23
    0433136025                           05           10/01/01          0
    0027268556                           O            09/01/31
    0


    5029041          B57/G01             F          126,100.00         ZZ
                                         360        125,875.05          1
                                       8.625            980.79        107
                                       8.375            980.79
    LOS ANGELES      CA   91325          1            07/09/01         23
    0433043643                           01           09/01/01          0
    2114496                              O            08/01/31
    0


1


    5030376          588/G01             F          107,000.00         ZZ
                                         360        106,869.90          1
                                       8.500            822.74        107
                                       8.250            822.74
    BELVIDERE TOWN   NJ   07823          1            08/27/01         23
    0433195021                           05           10/01/01          0
    1043953                              O            09/01/31
    0


    5033037          J40/G01             F          278,600.00         ZZ
                                         360        278,030.62          1
                                       9.375          2,317.25        100
                                       9.125          2,317.25
    MEDINA           OH   44256          1            06/29/01         23
    0433102506                           03           08/01/01          0
    1058403                              O            07/01/31
    0


    5033841          E22/G01             F           83,600.00         ZZ
                                         360         83,429.15          1
                                       9.375            695.35         95
                                       9.125            695.35
    STERLING HEIGHT  MI   48312          1            06/05/01         23
    0412707440                           01           08/01/01          0
    0412707440                           N            07/01/31
    0


    5033972          737/G01             F           95,000.00         ZZ
                                         360         94,854.96          1
                                       9.375            790.16        100
                                       9.125            790.16
    TEMPE            AZ   85282          1            07/02/01         23
    0433165966                           05           09/01/01          0
    2026549                              O            08/01/31
    0


    5034470          R65/G01             F          110,100.00         ZZ
                                         360        109,757.56          1
                                       9.375            915.76        107
                                       9.125            915.76
    CABOT            AR   72023          5            06/29/01         23
    0433060316                           05           08/01/01          0
    MWLLLC1148                           O            07/01/31
    0


    5035900          U05/G01             F           61,750.00         ZZ
                                         360         61,629.62          1
                                       9.375            513.61         95
                                       9.125            513.61
1


    WEST MONROE      LA   71292          1            07/02/01         23
    0433042066                           05           09/01/01          0
    3139236                              N            08/01/31
    0


    5035915          N67/G01             F          128,203.00         ZZ
                                         360        126,659.95          1
                                       9.250          1,054.70        100
                                       9.000          1,054.70
    MESA             AZ   85208          1            03/23/01         23
    0433118122                           03           05/01/01          0
    1150001701                           O            04/01/31
    0


    5037284          N46/G01             F          102,000.00         ZZ
                                         360        101,827.17          1
                                       8.875            811.56        106
                                       8.625            811.56
    GREENSBORO       NC   27403          1            07/11/01         23
    0433004496                           05           09/01/01          0
    102890                               O            08/01/31
    0


    5043944          Q64/G01             F           80,250.00         ZZ
                                         360         80,090.21          1
                                       9.500            674.79         95
                                       9.250            674.79
    STAFFORD         VA   22554          1            06/18/01         23
    0433039575                           01           08/01/01          0
    0101957306                           N            07/01/31
    0


    5044642          253/G01             F          142,500.00         T
                                         360        142,185.13          1
                                       9.000          1,146.59        100
                                       8.750          1,146.59
    JOHNSTOWN        CO   80534          1            07/05/01         23
    0433071883                           05           08/01/01          0
    972227                               O            07/01/31
    0


    5045309          U05/G01             F          103,000.00         ZZ
                                         360        102,834.31          1
                                       9.125            838.04        100
                                       8.875            838.04
    DESOTO           TX   75115          1            07/17/01         23
    0433041910                           05           09/01/01          0
    3146338                              O            08/01/31
    0
1




    5046096          J95/G01             F          116,600.00         ZZ
                                         360        116,386.57          1
                                       8.500            896.56        107
                                       8.250            896.56
    ROSEBURG         OR   97470          1            07/30/01         23
    0433186905                           05           09/01/01          0
    0027299445                           O            08/01/31
    0


    5046438          E22/G01             F          130,000.00         ZZ
                                         360        129,675.19          1
                                       9.500          1,093.11        103
                                       9.250          1,093.11
    MERRIAM          KS   66202          1            06/01/01         23
    0412620619                           05           07/01/01          0
    0412620619                           O            06/01/31
    0


    5047143          808/G01             F          164,697.00         ZZ
                                         360        164,412.59          1
                                       9.125          1,340.03        103
                                       8.875          1,340.03
    HENDERSON        NV   89014          1            07/19/01         23
    0433101581                           03           09/01/01          0
    9503077                              O            08/01/31
    0


    5048576          R17/G01             F          158,000.00         ZZ
                                         360        157,764.96          1
                                       9.500          1,328.55        100
                                       9.250          1,328.55
    ST ALBANS        NY   11412          1            07/10/01         23
    0433220423                           05           09/01/01          0
    1000032747                           O            08/01/31
    0


    5050240          S02/G01             F           69,550.00         ZZ
                                         360         69,429.08          1
                                       8.750            547.15        107
                                       8.500            547.15
    PITTSBURGH       PA   15205          1            07/09/01         23
    0433196292                           05           09/01/01          0
    01106359                             O            08/01/31
    0


    5050255          664/G01             F          122,000.00         ZZ
                                         360        121,798.58          1
1


                                       9.000            981.64        100
                                       8.750            981.64
    PORT ORANGE      FL   32127          1            07/27/01         23
    0433136009                           05           09/01/01          0
    0008225823                           O            08/01/31
    0


    5051649          664/G01             F          192,000.00         ZZ
                                         360        191,406.84          1
                                       9.000          1,544.88        104
                                       8.750          1,544.88
    ELGIN            IL   60120          2            07/21/01         23
    0433254851                           05           09/01/01          0
    0008227126                           O            08/01/31
    0


    5053946          E22/G01             F          183,700.00         ZZ
                                         360        183,245.29          1
                                       8.750          1,445.17        107
                                       8.250          1,445.17
    CARSON CITY      NV   89701          1            06/26/01         23
    0412766883                           05           08/01/01          0
    0412766883                           O            07/01/31
    0


    5054824          642/G01             F          209,000.00         ZZ
                                         360        208,764.79          1
                                       8.875          1,662.90        102
                                       8.625          1,662.90
    COCOA BEACH      FL   32931          1            08/01/01         23
    0433054525                           01           10/01/01          0
    07102901                             O            09/01/31
    0


    5055464          R65/G01             F          257,500.00         ZZ
                                         360        257,181.91          1
                                      10.375          2,331.42        103
                                      10.125          2,331.42
    SAINT CLAIR      MI   48079          5            07/17/01         23
    0433121985                           05           09/01/01          0
    MWLLLC1146                           O            08/01/31
    0


    5055956          L86/G01             F          175,000.00         ZZ
                                         360        174,732.81          1
                                       9.375          1,455.56        100
                                       9.125          1,455.56
    LAKE FOREST      CA   92630          1            07/06/01         23
    0433054988                           01           09/01/01          0
1


    20507682                             O            08/01/31
    0


    5056777          964/G01             F          118,750.00         T
                                         360        118,573.39          1
                                       9.500            998.51         95
                                       9.250            998.51
    WHEELER          OR   97147          1            07/06/01         23
    0433060134                           05           09/01/01          0
    133042                               O            08/01/31
    0


    5058369          737/G01             F          143,950.00         ZZ
                                         360        143,686.54          1
                                       8.500          1,106.85        100
                                       8.250          1,106.85
    MABLETON         GA   30126          1            07/31/01         23
    0433101953                           05           09/01/01          0
    2032253                              O            08/01/31
    0


    5058647          W78/G01             F          100,400.00         ZZ
                                         360        100,196.98          1
                                      10.500            918.40        103
                                      10.250            918.40
    DALLAS           GA   30157          5            05/24/01         23
    0433047503                           05           07/01/01          0
    50003514                             O            06/01/31
    0


    5059343          E84/G01             F          160,050.00         ZZ
                                         360        159,799.16          1
                                       9.250          1,316.69         95
                                       9.000          1,316.69
    WOODBRIDGE       VA   22191          1            07/06/01         23
    0433269362                           05           09/01/01          0
    69810180                             N            08/01/31
    0


    5061915          E22/G01             F          169,939.00         ZZ
                                         360        169,400.51          1
                                       9.750          1,460.04        103
                                       9.500          1,460.04
    RICHMOND         TX   77469          1            07/02/01         23
    0412770836                           03           08/01/01          0
    0412770836                           O            07/01/31
    0


1


    5063442          253/G01             F          251,600.00         ZZ
                                         360        250,978.95          1
                                       8.750          1,979.34        103
                                       8.500          1,979.34
    LAKEWOOD         CO   80227          1            07/06/01         23
    0433065547                           03           09/01/01          0
    972702                               O            08/01/31
    0


    5068873          E22/G01             F          131,052.00         ZZ
                                         360        130,677.89          1
                                       9.000          1,054.47         95
                                       8.750          1,054.47
    CEDAR HILL       TX   75104          1            06/29/01         23
    0412768277                           05           08/01/01          0
    0412768277                           N            07/01/31
    0


    5068874          E22/G01             F          132,952.00         ZZ
                                         360        132,658.24          1
                                       9.000          1,069.76         95
                                       8.750          1,069.76
    CEDAR HILL       TX   75104          1            07/02/01         23
    0412768426                           05           08/01/01          0
    0412768426                           N            07/01/31
    0


    5069621          664/G01             F          133,800.00         ZZ
                                         360        133,552.52          1
                                       8.750          1,052.61        107
                                       8.500          1,052.61
    MESHOPPEN        PA   18630          1            07/31/01         23
    0433128519                           05           09/01/01          0
    0008230898                           O            08/01/31
    0


    5074782          808/G01             F          193,275.00         ZZ
                                         360        193,060.59          1
                                      10.875          1,822.38        102
                                      10.625          1,822.38
    RIVERBANK        CA   95367          1            07/18/01         23
    0433034972                           05           09/01/01          0
    9422264                              O            08/01/31
    0


    5074810          950/G01             F          211,000.00         ZZ
                                         360        210,623.58          1
                                       8.625          1,641.14        100
                                       8.375          1,641.14
1


    SILVERDALE       WA   98383          1            07/10/01         23
    0433043056                           03           09/01/01          0
    E7106011                             O            08/01/31
    0


    5075482          P27/G01             F          226,600.00         ZZ
                                         360        226,160.51          1
                                       9.625          1,926.08        103
                                       9.375          1,926.08
    CITRUS HEIGHTS   CA   95610          5            06/14/01         23
    0433102134                           05           08/01/01          0
    1                                    O            07/01/31
    0


    5075774          B57/G01             F           87,500.00         ZZ
                                         360         87,136.18          1
                                       9.000            704.04        100
                                       8.750            704.04
    SCOTTSDALE       AZ   85251          1            07/09/01         23
    0433054434                           01           09/01/01          0
    21A0475                              O            08/01/31
    0


    5077166          964/G01             F          151,700.00         ZZ
                                         360        151,436.27          1
                                       8.750          1,193.42        103
                                       8.500          1,193.42
    LAS VEGAS        NV   89141          1            07/10/01         23
    0433046976                           03           09/01/01          0
    134026                               O            08/01/31
    0


    5078268          W53/G01             F           77,250.00         T
                                         360         77,041.31          1
                                       9.125            628.53        103
                                       8.875            628.53
    PORT CHARLOTTE   FL   33952          1            05/25/01         23
    0433102621                           05           07/01/01          0
    7301010866                           O            06/01/31
    0


    5078522          B28/G01             F          238,000.00         ZZ
                                         360        237,627.46          1
                                       9.375          1,979.57        100
                                       9.125          1,979.57
    LAKEWOOD         CO   80226          1            07/24/01         23
    0433103025                           05           09/01/01          0
    0107050045                           O            08/01/31
    0
1




    5078773          R65/G01             F           85,000.00         ZZ
                                         360         84,866.80          1
                                       9.250            699.27        100
                                       9.000            699.27
    HOMESTEAD        FL   33032          1            07/17/01         23
    0433099280                           05           09/01/01          0
    MWLLLC1165                           O            08/01/31
    0


    5079035          642/G01             F          104,000.00         ZZ
                                         360        103,777.10          1
                                       9.250            855.58        100
                                       9.000            855.58
    LANSING          IL   60438          1            07/25/01         23
    0433041373                           05           09/01/01          0
    07118101                             O            08/01/31
    0


    5080501          664/G01             F          368,900.00         ZZ
                                         360        368,258.62          1
                                       8.750          2,902.14        100
                                       8.500          2,902.14
    SAN JOSE         CA   95123          1            07/13/01         23
    0433076536                           01           09/01/01          0
    0008231425                           O            08/01/31
    0


    5080631          685/G01             F          153,000.00         ZZ
                                         360        152,719.95          1
                                       8.500          1,176.44        107
                                       8.250          1,176.44
    CERES            CA   95307          5            07/17/01         23
    0433098787                           05           09/01/01          0
    209579                               O            08/01/31
    0


    5081522          N46/G01             F          124,300.00         ZZ
                                         360        124,089.39          1
                                       8.875            988.99        104
                                       8.625            988.99
    GREENSBORO       NC   27455          1            07/20/01         23
    0433056009                           05           09/01/01          0
    103197                               O            08/01/31
    0


    5081797          685/G01             F           96,300.00         ZZ
                                         360         96,049.06          1
1


                                       9.250            792.24        107
                                       9.000            792.24
    COEUR D'ALENE    ID   83815          5            07/13/01         23
    0433044765                           05           09/01/01          0
    126022                               O            08/01/31
    0


    5082058          664/G01             F           77,250.00         ZZ
                                         360         77,143.83          1
                                       9.875            670.80        103
                                       9.625            670.80
    COLUMBIA         SC   29203          5            07/24/01         23
    0433101714                           05           09/01/01          0
    8228843                              O            08/01/31
    0


    5082411          U62/G01             F          114,925.00         ZZ
                                         360        114,749.47          1
                                       9.375            955.89        100
                                       9.125            955.89
    JACKSONVILLE     FL   32207          5            07/12/01         23
    0433074523                           05           09/01/01          0
    2001268185                           O            08/01/31
    0


    5087477          E22/G01             F          123,900.00         ZZ
                                         360        123,695.04          1
                                      10.375          1,121.80        100
                                      10.125          1,121.80
    WEST PALM BEACH  FL   33417          1            07/06/01         23
    0412798910                           05           08/01/01          0
    0412798910                           O            07/01/31
    0


    5093599          J95/G01             F          244,000.00         ZZ
                                         360        243,575.77          1
                                       8.750          1,919.55        100
                                       8.500          1,919.55
    AVONDALE ESTATE  GA   30002          1            07/18/01         23
    0433106648                           05           09/01/01          0
    0023687486                           O            08/01/31
    0


    5095873          U96/G01             F          159,600.00         ZZ
                                         360        159,374.81          1
                                       9.750          1,371.21        103
                                       9.500          1,371.21
    KAMUELA          HI   96743          5            07/16/01         23
    0433057593                           05           09/01/01          0
1


    10700007                             O            08/01/31
    0


    5096181          U05/G01             F          128,750.00         ZZ
                                         360        128,625.37          1
                                      11.500          1,275.00        103
                                      11.250          1,275.00
    MAGNOLIA         TX   77353          1            07/13/01         23
    0433056876                           05           09/01/01          0
    3143969                              O            08/01/31
    0


    5096240          808/G01             F          262,150.00         ZZ
                                         360        261,739.12          1
                                       9.250          2,156.65        107
                                       9.000          2,156.65
    (SAUGUS AREA) S  CA   91350          5            07/12/01         23
    0433038924                           05           09/01/01          0
    9503084                              O            08/01/31
    0


    5096380          B57/G01             F          252,350.00         ZZ
                                         360        251,902.35          1
                                       9.500          2,121.90        103
                                       9.250          2,121.90
    GRANADA HILLS A  CA   91344          1            07/26/01         23
    0433046083                           05           09/01/01          0
    2115614                              O            08/01/31
    0


    5096638          U05/G01             F          182,300.00         ZZ
                                         360        181,948.85          1
                                       8.250          1,369.56        103
                                       8.000          1,369.56
    FREDERICK        MD   21702          5            07/13/01         23
    0433055464                           05           09/01/01          0
    3143347                              O            08/01/31
    0


    5098422          J95/G01             F           84,460.00         ZZ
                                         360         84,343.93          1
                                       9.875            733.41        103
                                       9.625            733.41
    EAGLE POINT      OR   97524          1            07/24/01         23
    0433141769                           05           09/01/01          0
    002724521                            O            08/01/31
    0


1


    5099251          N67/G01             F          188,550.00         ZZ
                                         360        188,164.66          1
                                       9.375          1,568.26        100
                                       9.125          1,568.26
    ROWLETT          TX   75089          1            06/28/01         23
    0433044344                           03           08/01/01          0
    1160004389                           O            07/01/31
    0


    5099659          642/G01             F          154,500.00         ZZ
                                         360        154,298.67          1
                                      10.125          1,370.14        103
                                       9.875          1,370.14
    COLUMBUS         OH   43228          5            07/11/01         23
    0433061231                           05           09/01/01          0
    06179401                             O            08/01/31
    0


    5100431          455/G01             F           80,419.00         ZZ
                                         360         80,296.20          1
                                       9.375            668.89        100
                                       9.125            668.89
    CHARLOTTE        NC   28215          1            07/13/01         23
    0433115599                           05           09/01/01          0
    42001169                             O            08/01/31
    0


    5101227          664/G01             F           82,400.00         ZZ
                                         360         82,324.48          1
                                      11.750            831.76        103
                                      11.500            831.76
    JONESBORO        AR   72401          5            07/13/01         23
    0433135134                           05           09/01/01          0
    0008203325                           O            08/01/31
    0


    5101668          B57/G01             F          142,500.00         ZZ
                                         360        142,270.76          1
                                       9.125          1,159.43         95
                                       8.875          1,159.43
    SANTA CLARITA    CA   91355          1            07/23/01         23
    0433055605                           01           09/01/01          0
    2114972                              N            08/01/31
    0


    5103285          J95/G01             F          123,000.00         ZZ
                                         360        122,796.92          1
                                       9.000            989.69        105
                                       8.750            989.69
1


    PORTLAND         OR   97220          1            07/13/01         23
    0433142452                           05           09/01/01          0
    0027299833                           O            08/01/31
    0


    5103655          J95/G01             F          162,650.00         ZZ
                                         360        162,462.16          1
                                       8.750          1,279.57        103
                                       8.500          1,279.57
    MARYSVILLE       WA   98270          1            08/08/01         23
    0433146628                           03           10/01/01          0
    0027376037                           O            09/01/31
    0


    5104461          K15/G01             F          224,600.00         ZZ
                                         360        224,219.44          1
                                       8.875          1,787.02        107
                                       8.625          1,787.02
    VACAVILLE        CA   95687          5            07/13/01         23
    0433039666                           05           09/01/01          0
    039005300013                         O            08/01/31
    0


    5106736          147/G01             F           64,200.00         ZZ
                                         360         64,101.95          1
                                       9.375            533.99        107
                                       9.125            533.99
    HEIDELBERG       PA   15106          1            07/16/01         23
    0433044252                           05           09/01/01          0
    1                                    O            08/01/31
    0


    5110584          R17/G01             F          240,750.00         ZZ
                                         360        240,320.51          1
                                       8.625          1,872.53        107
                                       8.375          1,872.53
    SAN DIEGO        CA   92128          1            07/18/01         23
    0433152873                           01           09/01/01          0
    1000047039                           O            08/01/31
    0


    5111658          737/G01             F          107,017.00         ZZ
                                         360        106,835.67          1
                                       8.875            851.48        103
                                       8.625            851.48
    DENVER           CO   80236          1            07/19/01         12
    0433099116                           01           09/01/01         35
    2030274                              O            08/01/31
    0
1




    5113806          480/G01             F          203,300.00         ZZ
                                         360        202,989.58          1
                                       9.375          1,690.95        107
                                       9.125          1,690.95
    STERLING         VA   20166          1            07/16/01         23
    0433206588                           05           09/01/01          0
    4128948                              O            08/01/31
    0


    5114303          J95/G01             F          115,550.00         ZZ
                                         360        115,368.91          1
                                       9.250            950.60        107
                                       9.000            950.60
    BELLAIRE         MI   49615          1            07/17/01         23
    0433051240                           05           09/01/01          0
    0027228451                           O            08/01/31
    0


    5116574          808/G01             F          120,000.00         ZZ
                                         360        119,871.79          1
                                       9.125            976.36        100
                                       8.875            976.36
    (VAN NUYS AREA)  CA   91411          1            08/02/01         23
    0433132628                           01           10/01/01          0
    9503270                              O            09/01/31
    0


    5116790          U59/G01             F          213,000.00         ZZ
                                         360        212,586.89          2
                                       9.625          1,810.48        100
                                       9.375          1,810.48
    TOMKINS COVE     NY   10986          1            07/26/01         23
    0433041639                           05           08/26/01          0
    800862997                            O            07/26/31
    0


    5119361          R65/G01             F          138,750.00         ZZ
                                         360        138,532.55          1
                                       9.250          1,141.46        103
                                       9.000          1,141.46
    CENTREVILLE      VA   20120          1            07/23/01         23
    0433184520                           09           09/01/01          0
    20013679                             O            08/01/31
    0


    5120183          E84/G01             F          123,548.00         ZZ
                                         360        123,354.37          1
1


                                       9.250          1,016.40        100
                                       9.000          1,016.40
    TACOMA           WA   98404          1            07/17/01         23
    0433257243                           05           09/01/01          0
    61002256                             O            08/01/31
    0


    5120428          147/G01             F           87,550.00         ZZ
                                         360         87,444.69          1
                                      10.500            800.86        103
                                      10.250            800.86
    DALTON           GA   30721          5            07/17/01         23
    0433050077                           05           09/01/01          0
    10424546                             O            08/01/31
    0


    5121358          808/G01             F          240,000.00         ZZ
                                         360        239,613.92          1
                                       9.125          1,952.72        100
                                       8.875          1,952.72
    LOS ANGELES      CA   91304          1            07/25/01         23
    0433047628                           05           09/01/01          0
    9503274                              O            08/01/31
    0


    5122106          E22/G01             F          100,000.00         ZZ
                                         360         99,882.92          2
                                      10.625            924.10        100
                                      10.375            924.10
    ELIZABETH        NJ   07206          1            07/12/01         23
    0412783532                           05           09/01/01          0
    0412783532                           O            08/01/31
    0


    5122980          W33/G01             F          156,000.00         ZZ
                                         360        155,707.35          1
                                       9.750          1,340.28        106
                                       9.500          1,340.28
    ELKHART          IN   46514          5            07/17/01         23
    0433142387                           05           08/20/01          0
    0125512                              O            07/20/31
    0


    5124862          948/G01             F           70,300.00         ZZ
                                         360         70,267.20          1
                                       9.750            603.99        100
                                       9.500            603.99
    KALAMAZOO        MI   49006          5            09/20/01         23
    0433256708                           05           11/01/01          0
1


    61213                                O            10/01/31
    0


    5125193          P23/G01             F           82,350.00         ZZ
                                         360         82,167.68          1
                                       8.990            662.01        100
                                       8.740            662.01
    RICHMOND         VA   23235          1            06/26/01         23
    0433061710                           05           08/01/01          0
    WTL010001642                         O            07/01/31
    0


    5126134          685/G01             F          240,750.00         ZZ
                                         360        240,331.43          1
                                       8.750          1,893.98        107
                                       8.500          1,893.98
    (SYLMAR AREA) L  CA   91342          1            07/27/01         23
    0433063302                           05           09/01/01          0
    126253                               O            08/01/31
    0


    5126762          J95/G01             F          393,000.00         ZZ
                                         360        392,203.64          1
                                       8.000          2,883.69        102
                                       7.750          2,883.69
    SEATTLE          WA   98116          1            07/16/01         23
    0433118510                           05           09/01/01          0
    0027136837                           O            08/01/31
    0


    5127289          940/G01             F          279,001.00         ZZ
                                         360        278,490.33          1
                                       8.500          2,145.28        103
                                       8.250          2,145.28
    OAK HILLS        CA   92345          1            07/23/01         23
    0433047354                           05           09/01/01          0
    40010716                             O            08/01/31
    0


    5127343          J95/G01             F          147,553.00         ZZ
                                         360        147,282.95          1
                                       8.500          1,134.55        107
                                       8.250          1,134.55
    APPLE VALLEY     MN   55124          1            07/20/01         23
    0433122694                           01           09/01/01          0
    27313873                             O            08/01/31
    0


1


    5128614          U05/G01             F          128,400.00         ZZ
                                         360        128,326.52          1
                                       8.875          1,021.61        105
                                       8.625          1,021.61
    WILMINGTON       DE   19804          2            09/04/01         23
    0433194248                           05           11/01/01          0
    3151338                              O            10/01/31
    0


    5128750          J95/G01             F          168,700.00         ZZ
                                         360        168,414.18          1
                                       8.875          1,342.25        102
                                       8.625          1,342.25
    SCHILLER PARK    IL   60176          5            07/24/01         23
    0433117900                           05           09/01/01          0
    27295278                             O            08/01/31
    0


    5129093          B57/G01             F          131,075.00         ZZ
                                         360        130,646.38          1
                                       8.750          1,031.17        107
                                       8.500          1,031.17
    (VAN NUYS AREA)  CA   91406          1            07/17/01         23
    0433055571                           01           09/01/01          0
    2115324                              O            08/01/31
    0


    5130942          U05/G01             F          282,350.00         ZZ
                                         360        281,883.85          1
                                       9.000          2,271.85        105
                                       8.750          2,271.85
    LOS ANGELES      CA   92006          1            07/20/01         23
    0433042785                           05           09/01/01          0
    3144649                              O            08/01/31
    0


    5132791          E22/G01             F          115,360.00         ZZ
                                         360        115,073.66          1
                                       9.125            938.61        103
                                       8.625            938.61
    FRESNO           CA   93705          1            07/09/01         23
    0412777898                           05           09/01/01          0
    0412777898                           O            08/01/31
    0


    5133192          J95/G01             F          120,100.00         ZZ
                                         360        119,001.02          1
                                      10.125          1,065.08        103
                                       9.875          1,065.08
1


    DES MOINES       IA   50315          1            07/26/01         23
    0433131406                           05           09/01/01          0
    0027245117                           O            08/01/31
    0


    5136788          N46/G01             F          178,190.00         ZZ
                                         360        177,863.84          1
                                       8.500          1,370.13        103
                                       8.250          1,370.13
    BURLINGTON       NC   27215          1            07/20/01         23
    0433056041                           05           09/01/01          0
    103358                               O            08/01/31
    0


    5137521          664/G01             F           43,272.00         ZZ
                                         360         43,196.75          1
                                       8.750            340.43         95
                                       8.500            340.43
    FORT WORTH       TX   76179          1            07/31/01         23
    0433194719                           05           09/01/01          0
    0008236622                           N            08/01/31
    0


    5137980          U42/G01             F          236,500.00         ZZ
                                         360        235,927.98          1
                                       9.125          1,924.24         95
                                       8.875          1,924.24
    DENVER           CO   80228          1            07/19/01         12
    0433108909                           05           09/01/01         30
    28100414                             N            08/01/31
    0


    5138301          253/G01             F          104,500.00         ZZ
                                         360        104,323.24          1
                                       8.875            831.45         95
                                       8.625            831.45
    LITTLE ELM       TX   75068          1            07/24/01         23
    0433149325                           05           09/01/01          0
    973028                               N            08/01/31
    0


    5138843          253/G01             F          162,500.00         ZZ
                                         360        162,217.47          1
                                       8.750          1,278.39        100
                                       8.500          1,278.39
    GUNNISON         CO   81230          1            07/24/01         23
    0433153996                           05           09/01/01          0
    973077                               O            08/01/31
    0
1




    5139110          700/G01             F          222,950.00         ZZ
                                         360        222,664.68          1
                                       8.250          1,674.95        103
                                       8.000          1,674.95
    OXNARD           CA   93030          1            08/02/01         23
    0433117512                           01           10/01/01          0
    0000165202                           O            09/01/31
    0


    5139188          U59/G01             F          173,850.00         ZZ
                                         360        173,591.41          1
                                       9.500          1,461.83         95
                                       9.250          1,461.83
    EAST BRIDGEWATE  MA   02333          1            07/31/01         23
    0433059805                           05           09/01/01          0
    800872833                            O            08/01/31
    0


    5139392          664/G01             F          160,500.00         ZZ
                                         360        160,039.18          1
                                       9.375          1,334.96        107
                                       9.125          1,334.96
    GAITHERSBURG     MD   20878          1            07/24/01         23
    0433116597                           05           09/01/01          0
    0008251365                           O            08/01/31
    0


    5139996          N67/G01             F          157,000.00         ZZ
                                         360        156,760.27          1
                                       9.375          1,305.85        100
                                       9.125          1,305.85
    SCOTTSDALE       AZ   85257          1            07/26/01         23
    0433060266                           05           09/01/01          0
    1780007363                           O            08/01/31
    0


    5140038          J95/G01             F          181,717.00         ZZ
                                         360        180,990.53          1
                                       9.625          1,544.58         98
                                       9.375          1,544.58
    TACOMA           WA   98422          2            07/19/01         23
    0433151719                           05           09/01/01          0
    0027281609                           O            08/01/31
    0


    5140555          624/G01             F          143,428.00         ZZ
                                         360        143,293.62          1
1


                                       9.750          1,232.27        103
                                       9.500          1,232.27
    LEMOORE          CA   93245          1            08/15/01         23
    0433162369                           05           10/01/01          0
    36500313968F                         O            09/01/31
    0


    5141504          E22/G01             F          144,450.00         ZZ
                                         360        144,223.62          1
                                       9.250          1,188.35        107
                                       9.000          1,188.35
    LIVONIA          MI   48150          1            07/16/01         23
    0412684664                           05           09/01/01          0
    0412684664                           O            08/01/31
    0


    5141521          E22/G01             F          120,950.00         ZZ
                                         360        120,792.40          1
                                      10.125          1,072.61        100
                                       9.625          1,072.61
    APOPKA           FL   32703          1            07/17/01         23
    0412749533                           03           09/01/01          0
    0412749533                           O            08/01/31
    0


    5142069          253/G01             F          189,350.00         ZZ
                                         360        189,060.89          1
                                       9.375          1,574.92         95
                                       9.125          1,574.92
    LONGMONT         CO   80501          1            07/20/01         23
    0433247608                           03           09/01/01          0
    972886                               N            08/01/31
    0


    5142502          588/G01             F           90,683.00         ZZ
                                         360         90,575.54          1
                                       8.625            705.32        105
                                       8.375            705.32
    FAIRFAX          VA   22031          1            08/29/01         23
    0433201506                           01           10/01/01          0
    00010467073                          O            09/01/31
    0


    5142815          G75/G01             F          198,000.00         ZZ
                                         360        197,842.04          1
                                      12.375          2,093.99        102
                                      12.125          2,093.99
    ALLEN PARK       MI   48101          5            07/23/01         23
    0433111150                           05           09/01/01          0
1


    04366680                             O            08/01/31
    0


    5143849          642/G01             F          129,400.00         ZZ
                                         180        128,331.29          1
                                       8.625          1,283.75        107
                                       8.375          1,283.75
    FORT WAYNE       IN   46835          5            07/23/01         23
    0433045259                           05           09/01/01          0
    06155901                             O            08/01/16
    0


    5143990          644/G01             F          162,500.00         ZZ
                                         360        161,994.16          1
                                       8.375          1,235.12        105
                                       8.125          1,235.12
    WOODBURN         OR   97071          1            07/20/01         23
    0433106572                           03           09/01/01          0
    48003655                             O            08/01/31
    0


    5144019          737/G01             F          101,650.00         ZZ
                                         360        101,490.69          2
                                       9.250            836.25        107
                                       9.000            836.25
    ATLANTA          GA   30314          1            07/20/01         23
    0433042256                           05           09/01/01          0
    2031147                              O            08/01/31
    0


    5144658          B28/G01             F          152,400.00         ZZ
                                         360        152,275.01          1
                                      10.375          1,379.85        103
                                      10.125          1,379.85
    PLAINFIELD       IL   60544          1            08/09/01         23
    0433282167                           03           10/01/01          0
    0107060004                           O            09/01/31
    0


    5146283          P29/G01             F          145,000.00         ZZ
                                         360        144,784.33          1
                                       9.500          1,219.24        100
                                       9.250          1,219.24
    MINNEAPOLIS      MN   55418          1            07/30/01         23
    0433036266                           05           09/01/01          0
    5146283                              O            08/01/31
    0


1


    5146500          964/G01             F          124,300.00         ZZ
                                         360        124,110.22          1
                                       9.375          1,033.86        107
                                       9.125          1,033.86
    ALBANY           OR   97321          1            07/23/01         23
    0433076338                           05           09/01/01          0
    133041                               O            08/01/31
    0


    5146804          M43/G01             F           77,765.00         ZZ
                                         360         77,658.11          1
                                       9.875            675.28        103
                                       9.625            675.28
    GLEN ALLEN       VA   23060          1            07/31/01         23
    0433103371                           01           09/01/01          0
    738562717                            O            08/01/31
    0


    5147065          J95/G01             F          163,100.00         ZZ
                                         360        162,793.73          1
                                       8.375          1,239.68        107
                                       8.125          1,239.68
    BETHLEHEM        PA   18017          1            07/27/01         23
    0433053204                           05           09/01/01          0
    18672345                             O            08/01/31
    0


    5147092          J95/G01             F           96,193.00         ZZ
                                         360         96,025.73          1
                                       8.750            756.76        107
                                       8.500            756.76
    OMAHA            NE   68114          1            07/23/01         23
    0433139466                           05           09/01/01          0
    0027199116                           O            08/01/31
    0


    5149253          964/G01             F          173,300.00         ZZ
                                         360        173,028.37          1
                                       9.250          1,425.70        107
                                       9.000          1,425.70
    MOUNT ANGEL      OR   97362          2            07/18/01         23
    0433051026                           05           09/01/01          0
    122783                               O            08/01/31
    0


    5149926          E22/G01             F           66,500.00         ZZ
                                         360         66,403.67          1
                                       9.625            565.24         95
                                       9.375            565.24
1


    SAN ANTONIO      TX   78217          1            07/17/01         23
    0412665408                           05           09/01/01          0
    0412665408                           N            08/01/31
    0


    5149998          E22/G01             F          369,950.00         ZZ
                                         360        369,306.79          1
                                       8.750          2,910.40        100
                                       8.250          2,910.40
    LIVERMORE        CA   94550          1            07/11/01         23
    0412800252                           09           09/01/01          0
    0412800252                           O            08/01/31
    0


    5150159          T17/G01             F           70,000.00         ZZ
                                         360         69,864.26          1
                                       9.625            594.99        100
                                       9.375            594.99
    WELLINGTON       FL   33414          1            07/24/01         23
    0433084241                           09           08/22/01          0
    01060206                             O            07/22/31
    0


    5150443          J95/G01             F          232,900.00         ZZ
                                         360        232,484.49          1
                                       8.625          1,811.48        100
                                       8.375          1,811.48
    NEW PALESTINE    IN   46163          1            07/24/01         23
    0433041878                           03           09/01/01          0
    18657213                             O            08/01/31
    0


    5150608          253/G01             F          117,800.00         ZZ
                                         360        117,600.41          1
                                       8.875            937.27         95
                                       8.625            937.27
    LITTLE ELM       TX   75068          1            07/27/01         23
    0433166873                           05           09/01/01          0
    973029                               N            08/01/31
    0


    5150616          003/G01             F          275,133.00         ZZ
                                         360        274,654.62          1
                                       8.750          2,164.48        107
                                       8.500          2,164.48
    CUMMING          GA   30040          1            07/25/01         23
    0433084944                           05           09/01/01          0
    00215011135                          O            08/01/31
    0
1




    5151201          J40/G01             F           96,300.00         ZZ
                                         360         96,141.02          1
                                       9.000            774.85        107
                                       8.750            774.85
    CANTONMENT       FL   32533          1            07/31/01         23
    0433102449                           05           09/01/01          0
    1061076                              O            08/01/31
    0


    5151211          U59/G01             F          197,600.00         ZZ
                                         360        197,306.09          1
                                       9.500          1,661.53         95
                                       9.250          1,661.53
    BOYNTON BEACH    FL   33437          1            08/15/01         23
    0433118759                           03           09/15/01          0
    800877327                            O            08/15/31
    0


    5151444          J95/G01             F          160,500.00         ZZ
                                         360        157,313.58          1
                                       8.875          1,277.01        107
                                       8.625          1,277.01
    INDIANAPOLIS     IN   46217          1            07/27/01         23
    0433130457                           05           09/01/01          0
    18603134                             O            08/01/31
    0


    5152721          B28/G01             F          206,500.00         ZZ
                                         360        206,176.35          1
                                       9.250          1,698.83        103
                                       9.000          1,698.83
    OAKLAND          CA   94605          1            07/23/01         23
    0433132487                           05           09/01/01          0
    0160200033                           O            08/01/31
    0


    5153201          J95/G01             F          125,150.00         ZZ
                                         360        124,926.71          1
                                       8.625            973.41        100
                                       8.375            973.41
    DILLON           CO   80435          1            07/31/01         23
    0433102365                           01           09/01/01          0
    0027269612                           O            08/01/31
    0


    5153344          J95/G01             F          172,727.00         ZZ
                                         360        172,426.70          1
1


                                       8.750          1,358.84        100
                                       8.500          1,358.84
    DULUTH           MN   55812          1            07/30/01         23
    0433116605                           05           09/01/01          0
    27311109                             O            08/01/31
    0


    5153358          R54/G01             F          253,650.00         ZZ
                                         360        253,272.73          2
                                       9.500          2,132.83         95
                                       9.250          2,132.83
    NEW ORLEANS      LA   70115          1            07/25/01         23
    0433102845                           05           09/01/01          0
    2000002006                           O            08/01/31
    0


    5154311          147/G01             F          154,080.00         ZZ
                                         360        153,825.13          1
                                       9.000          1,239.77        107
                                       8.750          1,239.77
    OAK PARK         MI   48237          1            07/23/01         23
    0433075199                           05           09/01/01          0
    10427854                             O            08/01/31
    0


    5157353          B57/G01             F          137,450.00         ZZ
                                         360        137,295.33          1
                                       8.875          1,093.61        107
                                       8.625          1,093.61
    GUADALUPE        AZ   85283          5            08/08/01         23
    0433157419                           29           10/01/01          0
    21A0359                              O            09/01/31
    0


    5160207          685/G01             F           77,500.00         ZZ
                                         360         77,368.71          1
                                       8.875            616.62        107
                                       8.625            616.62
    DEADWOOD         SD   57732          1            07/26/01         23
    0433145190                           05           09/01/01          0
    126302                               O            08/01/31
    0


    5160494          W82/G01             F           47,500.00         ZZ
                                         360         47,395.03          1
                                       9.000            382.20         95
                                       8.750            382.20
    AUSTELL          GA   30168          1            06/15/01         23
    0433130259                           05           08/01/01          0
1


    921501005778                         N            07/01/31
    0


    5160740          N46/G01             F          128,500.00         ZZ
                                         360        128,368.93          1
                                      11.375          1,260.28        103
                                      11.125          1,260.28
    GREENVILLE       SC   29609          1            07/31/01         23
    0433104072                           03           09/01/01          0
    SPEN14S248                           O            08/01/31
    0


    5161093          U28/G01             F           84,890.00         ZZ
                                         360         84,799.31          1
                                       9.125            690.69        100
                                       8.875            690.69
    ATHENS           GA   30605          1            08/14/01         23
    0433127552                           09           10/01/01          0
    1                                    O            09/01/31
    0


    5161095          U05/G01             F           72,750.00         ZZ
                                         360         72,663.79          2
                                       8.625            565.84        107
                                       8.375            565.84
    TOLEDO           OH   43605          1            08/16/01         23
    0433112224                           05           10/01/01          0
    3147381                              O            09/01/31
    0


    5161451          B57/G01             F           83,000.00         ZZ
                                         360         82,901.63          1
                                       8.625            645.57        106
                                       8.375            645.57
    PEORIA           AZ   85345          1            08/14/01         23
    0433182094                           05           10/01/01          0
    21A0537                              O            09/01/31
    0


    5161610          E87/G01             F           74,793.00         ZZ
                                         360         73,877.12          1
                                       9.000            601.80        107
                                       8.750            601.80
    SAN ANGELO       TX   76905          1            07/30/01         23
    0433047396                           05           09/01/01          0
    COLWELL                              O            08/01/31
    0


1


    5161691          685/G01             F          173,950.00         ZZ
                                         360        173,647.56          1
                                       8.750          1,368.47        100
                                       8.500          1,368.47
    NORWALK          CA   90650          1            07/27/01         23
    0433077849                           01           09/01/01          0
    126301                               O            08/01/31
    0


    5162623          964/G01             F          105,000.00         ZZ
                                         360        104,660.99          1
                                       8.750            826.04        103
                                       8.500            826.04
    SALT LAKE CITY   UT   84119          1            07/25/01         23
    0433049665                           05           09/01/01          0
    136807                               O            08/01/31
    0


    5164148          G75/G01             F          149,800.00         ZZ
                                         360        149,518.71          1
                                       8.375          1,138.59        107
                                       8.125          1,138.59
    NASHVILLE        TN   37207          2            07/20/01         23
    0433111325                           05           09/01/01          0
    04403894                             O            08/01/31
    0


    5165293          U62/G01             F          113,600.00         ZZ
                                         360        113,381.18          1
                                       8.250            853.44         98
                                       8.000            853.44
    MICHIGAN CITY    IN   46360          5            07/26/01         23
    0433048089                           05           09/01/01          0
    2001263670                           O            08/01/31
    0


    5165586          147/G01             F           35,000.00         ZZ
                                         360         34,949.29          1
                                       9.625            297.50        100
                                       9.375            297.50
    CLEVELAND        TN   37311          1            07/24/01         23
    0433099272                           05           09/01/01          0
    1KELLEY                              O            08/01/31
    0


    5166303          E22/G01             F          116,050.00         ZZ
                                         360        115,863.31          1
                                       9.125            944.22        107
                                       8.875            944.22
1


    SACRAMENTO       CA   95833          1            07/09/01         23
    0412775132                           05           09/01/01          0
    0412775132                           O            08/01/31
    0


    5166338          E22/G01             F           77,480.00         ZZ
                                         360         77,373.52          1
                                       9.875            672.80        100
                                       9.375            672.80
    KATY             TX   77449          1            07/18/01         23
    0412805475                           03           09/01/01          0
    0412805475                           O            08/01/31
    0


    5166360          E22/G01             F          177,600.00         ZZ
                                         360        177,291.22          1
                                       8.750          1,397.18        107
                                       8.500          1,397.18
    DAVIE            FL   33331          1            07/18/01         23
    0412825911                           03           09/01/01          0
    0412825911                           O            08/01/31
    0


    5166364          E22/G01             F           59,000.00         ZZ
                                         360         58,907.53          1
                                       9.250            485.38        100
                                       8.750            485.38
    NORTHPORT        FL   34287          1            07/18/01         23
    0412829160                           05           09/01/01          0
    0412829160                           O            08/01/31
    0


    5166478          E22/G01             F          254,000.00         ZZ
                                         360        253,332.98          1
                                       8.500          1,953.04        104
                                       8.250          1,953.04
    EMERSON          NJ   07630          9            07/11/01         23
    0412705345                           05           09/01/01          0
    0412705345                           O            08/01/31
    0


    5166479          E22/G01             F           75,900.00         ZZ
                                         360         75,826.54          1
                                      11.500            751.63        100
                                      11.000            751.63
    NORWICH          CT   06360          1            07/19/01         23
    0412707309                           05           09/01/01          0
    0412707309                           O            08/01/31
    0
1




    5166511          E22/G01             F          259,250.00         ZZ
                                         360        258,787.51          1
                                       8.625          2,016.42        100
                                       8.125          2,016.42
    MAKAWAO          HI   96768          1            07/12/01         23
    0412799785                           29           09/01/01          0
    0412799785                           O            08/01/31
    0


    5166516          E22/G01             F           68,000.00         ZZ
                                         360         67,948.70          1
                                      12.625            732.34        100
                                      12.125            732.34
    KANSAS CITY      MO   64134          1            07/19/01         23
    0412808925                           03           09/01/01          0
    0412808925                           O            08/01/31
    0


    5166519          E22/G01             F          130,000.00         ZZ
                                         360        129,796.24          1
                                       9.250          1,069.48        107
                                       8.750          1,069.48
    BRANDON          FL   33511          1            07/19/01         23
    0412813636                           05           09/01/01          0
    0412813636                           O            08/01/31
    0


    5166522          E22/G01             F           71,250.00         ZZ
                                         360         71,135.40          1
                                       9.125            579.71         95
                                       8.875            579.71
    ORMOND BEACH     FL   32176          1            07/19/01         23
    0412819567                           05           09/01/01          0
    0412819567                           N            08/01/31
    0


    5166525          E22/G01             F          142,000.00         ZZ
                                         360        141,740.08          1
                                       8.500          1,091.86        106
                                       8.000          1,091.86
    WILLITS          CA   95490          1            07/12/01         23
    0412823577                           05           09/01/01          0
    0412823577                           O            08/01/31
    0


    5166534          E22/G01             F          114,000.00         ZZ
                                         360        113,816.61          1
1


                                       9.125            927.55         95
                                       8.875            927.55
    HARPER WOODS     MI   48225          1            07/19/01         23
    0412830770                           05           09/01/01          0
    0412830770                           N            08/01/31
    0


    5166540          E22/G01             F           64,000.00         ZZ
                                         360         63,902.28          1
                                       9.375            532.32        100
                                       8.875            532.32
    CYPRESS          TX   77429          1            07/19/01         23
    0412847857                           05           09/01/01          0
    0412847857                           O            08/01/31
    0


    5167125          W63/G01             F          127,982.36         ZZ
                                         360        127,645.45          1
                                       9.250          1,052.88        107
                                       9.000          1,052.88
    SOUTH EUCLID     OH   44121          1            06/12/01         23
    0433098753                           05           07/12/01          0
    8881330909                           O            06/12/31
    0


    5167244          737/G01             F          126,650.00         ZZ
                                         360        126,456.62          1
                                       9.375          1,053.41        103
                                       9.125          1,053.41
    GLENDALE         AZ   85308          1            07/25/01         23
    0433198793                           05           09/01/01          0
    2028931                              O            08/01/31
    0


    5167605          664/G01             F          201,850.00         ZZ
                                         360        201,579.87          1
                                      10.000          1,771.38        103
                                       9.750          1,771.38
    ALEXANDRIA       VA   22315          1            07/27/01         23
    0433190865                           09           09/01/01          0
    0008265423                           O            08/01/31
    0


    5168840          P29/G01             F          105,060.00         ZZ
                                         360        104,926.71          1
                                      10.250            941.44        103
                                      10.000            941.44
    BROOKLYN PARK    MN   55443          1            07/27/01         23
    0433043049                           09           09/01/01          0
1


    5168840                              O            08/01/31
    0


    5169839          E84/G01             F           70,400.00         ZZ
                                         360         70,292.51          1
                                       9.375            585.55        100
                                       9.125            585.55
    MIDDLETON        ID   83644          1            07/27/01         23
    0433260288                           05           09/01/01          0
    62300328                             O            08/01/31
    0


    5170497          808/G01             F          215,000.00         ZZ
                                         360        214,635.70          1
                                       8.875          1,710.64        100
                                       8.625          1,710.64
    LONG BEACH       CA   90815          1            07/26/01         23
    0433090974                           05           09/01/01          0
    9320467                              O            08/01/31
    0


    5171212          642/G01             F           79,000.00         ZZ
                                         360         78,960.42          1
                                       9.500            664.27        100
                                       9.250            664.27
    MIAMI            FL   33179          1            09/05/01         23
    0433226560                           01           11/01/01          0
    07166001                             O            10/01/31
    0


    5173340          J95/G01             F           93,150.00         ZZ
                                         360         92,988.02          1
                                       8.750            732.82        107
                                       8.500            732.82
    ROSEBURG         OR   97470          1            07/26/01         23
    0433238045                           05           09/01/01          0
    0027304393                           O            08/01/31
    0


    5174385          U62/G01             F          159,500.00         ZZ
                                         360        159,229.77          1
                                       8.875          1,269.05        107
                                       8.625          1,269.05
    HERNDON          VA   20170          5            07/25/01         23
    0433047313                           09           09/01/01          0
    2001258814                           O            08/01/31
    0


1


    5176165          E22/G01             F          167,100.00         ZZ
                                         360        166,844.88          1
                                       9.375          1,389.85        105
                                       8.875          1,389.85
    SMYRNA           DE   19977          5            07/16/01         23
    0412560112                           05           09/01/01          0
    0412560112                           O            08/01/31
    0


    5176183          E22/G01             F           46,550.00         ZZ
                                         360         46,477.03          2
                                       9.250            382.96         95
                                       9.000            382.96
    MEMPHIS          TN   38118          1            07/20/01         23
    0412752909                           05           09/01/01          0
    0412752909                           N            08/01/31
    0


    5176247          E22/G01             F          226,600.00         ZZ
                                         360        226,235.48          1
                                       9.125          1,843.69        103
                                       8.875          1,843.69
    LAKELAND         TN   38002          1            07/20/01         23
    0412818122                           05           09/01/01          0
    0412818122                           O            08/01/31
    0


    5176265          E22/G01             F          128,400.00         ZZ
                                         360        128,170.95          1
                                       8.625            998.68        107
                                       8.125            998.68
    GRESHAM          OR   97080          1            07/17/01         23
    0412832438                           05           09/01/01          0
    0412832438                           O            08/01/31
    0


    5176273          E22/G01             F          138,900.00         ZZ
                                         360        138,676.55          1
                                       9.125          1,130.14        103
                                       8.875          1,130.14
    LAKEWOOD         CO   80235          1            07/20/01         23
    0412839144                           01           09/01/01          0
    0412839144                           O            08/01/31
    0


    5176280          E22/G01             F           94,900.00         ZZ
                                         360         94,755.10          1
                                       9.375            789.33         95
                                       9.125            789.33
1


    KENNEWICK        WA   99336          1            07/17/01         23
    0412851982                           05           09/01/01          0
    0412851982                           N            08/01/31
    0


    5176805          J95/G01             F          124,800.00         ZZ
                                         360        124,553.42          1
                                       8.125            926.64         92
                                       7.875            926.64
    OAK PARK         MI   48237          5            07/25/01         23
    0433113305                           05           09/01/01          0
    0027289719                           O            08/01/31
    0


    5177941          J95/G01             F          229,350.00         ZZ
                                         360        228,951.23          1
                                       8.750          1,804.30        102
                                       8.500          1,804.30
    TUCSON           AZ   85715          1            07/26/01         23
    0433040540                           03           09/01/01          0
    0027331883                           O            08/01/31
    0


    5178256          737/G01             F          156,550.00         ZZ
                                         360        156,284.76          1
                                       8.875          1,245.58        103
                                       8.625          1,245.58
    SUN LAKES        AZ   85248          1            07/27/01         23
    0433165941                           03           09/01/01          0
    2032302                              O            08/01/31
    0


    5178393          J95/G01             F          154,050.00         ZZ
                                         360        153,768.02          1
                                       8.500          1,184.52        105
                                       8.250          1,184.52
    CORNELIUS        OR   97113          1            07/26/01         23
    0433165735                           03           09/01/01          0
    0027321629                           O            08/01/31
    0


    5179074          808/G01             F          130,000.00         ZZ
                                         360        129,841.93          1
                                       8.500            999.59        100
                                       8.250            999.59
    FONTANA          CA   92337          1            08/03/01         23
    0433202983                           05           10/01/01          0
    9320486                              O            09/01/31
    0
1




    5179554          K15/G01             F          128,200.00         ZZ
                                         360        128,045.80          1
                                      10.500          1,172.70        103
                                      10.250          1,172.70
    NORTH RIDGEVILL  OH   44039          5            07/26/01         23
    0433069986                           05           09/01/01          0
    028705303574                         O            08/01/31
    0


    5179555          664/G01             F           93,730.00         ZZ
                                         360         93,601.60          1
                                      11.250            910.37        103
                                      11.000            910.37
    SAN ANGELO       TX   76904          1            06/11/01         23
    0433001344                           05           08/01/01          0
    0008117178                           O            07/01/31
    0


    5179573          964/G01             F          137,613.00         ZZ
                                         360        137,436.90          1
                                       8.250          1,033.84        106
                                       8.000          1,033.84
    FAIRFIELD        CA   94533          1            08/16/01         23
    0433112752                           01           10/01/01          0
    136183                               O            09/01/31
    0


    5179889          737/G01             F          182,000.00         ZZ
                                         360        181,803.52          1
                                      11.000          1,733.23        102
                                      10.750          1,733.23
    CAVE CREEK       AZ   85331          1            07/24/01         23
    0433254844                           03           09/01/01          0
    2031795                              O            08/01/31
    0


    5179911          408/G01             F          150,836.00         ZZ
                                         360        150,599.59          1
                                       9.250          1,240.89        107
                                       9.000          1,240.89
    SPRING HILL      KS   66083          1            07/27/01         23
    0433099108                           05           09/01/01          0
    703008886                            O            08/01/31
    0


    5180386          J95/G01             F           80,000.00         ZZ
                                         360         79,749.19          1
1


                                       8.625            622.23        100
                                       8.375            622.23
    WEST RICHLAND    WA   99353          1            07/25/01         23
    0433124567                           05           09/01/01          0
    0027276179                           O            08/01/31
    0


    5180668          R65/G01             F          180,000.00         ZZ
                                         360        179,695.01          2
                                       8.875          1,432.16        103
                                       8.625          1,432.16
    LOS ANGELES      CA   90057          1            07/27/01         23
    0433188117                           05           09/01/01          0
    MWLLC1145                            O            08/01/31
    0


    5181328          Q64/G01             F          169,000.00         ZZ
                                         360        168,748.63          1
                                       9.500          1,421.05        100
                                       9.250          1,421.05
    ALEXANDRIA       KY   41001          1            07/12/01         23
    0433161858                           05           09/01/01          0
    0302075106                           O            08/01/31
    0


    5181844          808/G01             F          389,500.00         ZZ
                                         360        387,077.56          1
                                       8.500          2,994.92        104
                                       8.250          2,994.92
    MARTINEZ         CA   94553          1            08/02/01         23
    0433132321                           05           10/01/01          0
    9422382                              O            09/01/31
    0


    5181920          U05/G01             F          187,250.00         ZZ
                                         360        187,039.26          1
                                       8.875          1,489.85        107
                                       8.625          1,489.85
    AURORA           CO   80015          2            08/07/01         23
    0433101656                           03           10/01/01          0
    3154855                              O            09/01/31
    0


    5182521          K15/G01             F          126,600.00         ZZ
                                         180        125,633.17          1
                                       9.500          1,321.99        106
                                       9.250          1,321.99
    MUSKEGON         MI   49442          5            07/26/01         23
    0433047214                           05           09/01/01          0
1


    035905303969                         O            08/01/16
    0


    5182799          K15/G01             F          166,800.00         ZZ
                                         360        166,538.58          1
                                       9.250          1,372.22        102
                                       9.000          1,372.22
    SCARBOROUGH      ME   04074          5            07/26/01         23
    0433077708                           03           09/01/01          0
    013805307703216                      O            08/01/31
    0


    5182890          E86/G01             F          255,700.00         ZZ
                                         360        255,288.67          1
                                       9.125          2,080.46        107
                                       8.875          2,080.46
    DES PLAINES      IL   60016          1            07/26/01         23
    0433045689                           05           09/01/01          0
    127812                               O            08/01/31
    0


    5183194          K15/G01             F          172,900.00         ZZ
                                         360        172,741.59          1
                                      11.750          1,745.27         95
                                      11.500          1,745.27
    AURORA           CO   80017          5            07/26/01         23
    0433041704                           05           09/01/01          0
    021805301610                         O            08/01/31
    0


    5183241          R65/G01             F          176,000.00         ZZ
                                         360        173,761.92          1
                                       8.875          1,400.34        105
                                       8.625          1,400.34
    CARSON CITY      NV   89701          1            07/30/01         23
    0433213832                           05           09/01/01          0
    20013797                             O            08/01/31
    0


    5183618          147/G01             F          360,000.00         ZZ
                                         360        359,561.37          1
                                       8.490          2,765.54        100
                                       8.240          2,765.54
    NEWBURY PARK     CA   91320          5            08/01/01         23
    0433128691                           05           10/01/01          0
    15022986                             O            09/01/31
    0


1


    5184970          E22/G01             F          130,000.00         ZZ
                                         360        129,790.89          1
                                       9.125          1,057.72        100
                                       8.875          1,057.72
    PETERBOROUGH     NH   03458          1            07/23/01         23
    0412630386                           07           09/01/01          0
    0412630386                           O            08/01/31
    0


    5184989          E22/G01             F          192,600.00         ZZ
                                         360        192,290.16          1
                                       9.125          1,567.06        107
                                       8.625          1,567.06
    TUOLUMNE         CA   95379          5            07/10/01         23
    0412750846                           05           09/01/01          0
    0412750846                           O            08/01/31
    0


    5184993          E22/G01             F           21,400.00         ZZ
                                         360         21,113.42          1
                                       9.375            177.99        107
                                       9.125            177.99
    SAINT LOUIS      MO   63111          1            07/23/01         23
    0412761371                           05           09/01/01          0
    0412761371                           O            08/01/31
    0


    5185023          E22/G01             F           42,800.00         ZZ
                                         360         42,736.33          1
                                       9.500            359.89        107
                                       9.000            359.89
    MESQUITE         TX   75149          1            07/23/01         23
    0412795338                           05           09/01/01          0
    0412795338                           O            08/01/31
    0


    5185026          E22/G01             F          182,825.00         ZZ
                                         360        182,507.12          1
                                       8.750          1,438.29        103
                                       8.500          1,438.29
    ORANGEVALE       CA   95662          1            07/17/01         23
    0412796708                           05           09/01/01          0
    0412796708                           O            08/01/31
    0


    5185032          E22/G01             F          138,993.00         ZZ
                                         360        138,763.52          1
                                       9.000          1,118.37        107
                                       8.750          1,118.37
1


    GREELEY          CO   80634          1            07/23/01         23
    0412801680                           03           09/01/01          0
    0412801680                           O            08/01/31
    0


    5185036          E22/G01             F          196,800.00         ZZ
                                         360        196,304.91          1
                                       9.500          1,654.80        107
                                       9.250          1,654.80
    WHEATON          IL   60187          5            07/18/01         23
    0412804759                           05           09/01/01          0
    0412804759                           O            08/01/31
    0


    5185042          E22/G01             F          351,225.00         ZZ
                                         360        350,614.35          1
                                       8.750          2,763.09        104
                                       8.250          2,763.09
    ALAMEDA          CA   94501          1            07/16/01         23
    0412808610                           01           09/01/01          0
    0412808610                           O            08/01/31
    0


    5185048          E22/G01             F          172,000.00         ZZ
                                         360        171,700.98          1
                                       8.750          1,353.12        102
                                       8.250          1,353.12
    RENO             NV   89509          2            07/16/01         23
    0412811614                           05           09/01/01          0
    0412811614                           O            08/01/31
    0


    5185049          E22/G01             F          157,300.00         ZZ
                                         360        157,089.49          1
                                      10.000          1,380.42         99
                                       9.500          1,380.42
    ARLINGTON        TN   38002          1            07/23/01         23
    0412811655                           05           09/01/01          0
    0412811655                           O            08/01/31
    0


    5185072          E22/G01             F          153,000.00         ZZ
                                         360        152,753.87          1
                                       9.125          1,244.86        107
                                       8.875          1,244.86
    LOUISVILLE       KY   40241          2            07/17/01         23
    0412823866                           05           09/01/01          0
    0412823866                           O            08/01/31
    0
1




    5185078          E22/G01             F          120,000.00         ZZ
                                         360        119,826.14          1
                                       9.625          1,019.99        100
                                       9.125          1,019.99
    RICHARDSON       TX   75080          1            07/23/01         23
    0412827883                           05           09/01/01          0
    0412827883                           O            08/01/31
    0


    5185089          E22/G01             F           82,900.00         ZZ
                                         360         82,759.54          1
                                       8.875            659.59        107
                                       8.625            659.59
    SLIDELL          LA   70458          1            07/23/01         23
    0412845570                           03           09/01/01          0
    0412845570                           O            08/01/31
    0


    5185094          E22/G01             F           70,000.00         ZZ
                                         360         69,922.37          2
                                      10.875            660.02        100
                                      10.375            660.02
    DETROIT          MI   48212          1            07/23/01         23
    0412859381                           05           09/01/01          0
    0412859381                           O            08/01/31
    0


    5185145          E82/G01             F          233,000.00         ZZ
                                         360        232,584.34          1
                                       8.625          1,812.25        107
                                       8.375          1,812.25
    WEST BLOOMINGTO  MN   55438          1            07/25/01         23
    0400456109                           05           09/01/01          0
    0400456109                           O            08/01/31
    0


    5185367          J40/G01             F          208,172.00         ZZ
                                         360        207,878.26          1
                                       9.750          1,788.52        103
                                       9.500          1,788.52
    CARY             NC   27513          1            07/27/01         23
    0433053642                           03           09/01/01          0
    1059541                              O            08/01/31
    0


    5185372          J95/G01             F          140,050.00         ZZ
                                         360        139,780.23          1
1


                                       8.250          1,052.15        107
                                       8.000          1,052.15
    SPRINGFIELD      VA   22153          1            07/26/01         23
    0433132198                           09           09/01/01          0
    18673772                             O            08/01/31
    0


    5187683          964/G01             F          124,500.00         ZZ
                                         360        124,314.84          1
                                       9.500          1,046.86        102
                                       9.250          1,046.86
    LAS VEGAS        NV   89122          1            07/27/01         23
    0433057890                           01           09/01/01          0
    136859                               O            08/01/31
    0


    5188545          948/G01             F          304,843.00         ZZ
                                         360        304,481.75          1
                                       8.625          2,371.04        107
                                       8.375          2,371.04
    PORT ORCHARD     WA   98367          1            08/07/01         23
    0433106531                           05           10/01/01          0
    1HAYS                                O            09/01/31
    0


    5188851          E87/G01             F          207,382.00         ZZ
                                         360        207,002.43          1
                                       8.500          1,594.59        105
                                       8.250          1,594.59
    CHINO            CA   91710          1            07/27/01         23
    0433047438                           05           09/01/01          0
    01070227                             O            08/01/31
    0


    5189166          U05/G01             F          276,550.00         ZZ
                                         360        276,297.68          1
                                       9.875          2,401.42        103
                                       9.625          2,401.42
    LAKEWOOD         CA   90712          1            08/16/01         23
    0433164175                           05           10/01/01          0
    3154811                              O            09/01/31
    0


    5190497          E45/G01             F          128,800.00         ZZ
                                         360        128,608.44          1
                                       9.500          1,083.02        100
                                       9.250          1,083.02
    MOORE            SC   29369          1            07/30/01         23
    0433227378                           05           09/01/01          0
1


    149791                               O            08/01/31
    0


    5190852          J95/G01             F          154,900.00         ZZ
                                         360        154,623.65          1
                                       8.625          1,204.80        100
                                       8.375          1,204.80
    MONROE           NC   28110          1            07/30/01         23
    0433102753                           05           09/01/01          0
    0023594898                           O            08/01/31
    0


    5191718          K15/G01             F          102,900.00         ZZ
                                         360        102,802.91          1
                                      11.625          1,028.84        103
                                      11.375          1,028.84
    LINCOLNTON       NC   28092          1            07/26/01         23
    0433100393                           05           09/01/01          0
    0059521619                           O            08/01/31
    0


    5192286          B57/G01             F          299,900.00         ZZ
                                         360        299,587.86          1
                                       9.250          2,467.20        100
                                       9.000          2,467.20
    THOUSAND OAKS    CA   91320          1            08/06/01         23
    0433125234                           05           10/01/01          0
    2116004                              O            09/01/31
    0


    5192354          964/G01             F          147,300.00         ZZ
                                         360        147,154.52          1
                                       9.500          1,238.58        103
                                       9.250          1,238.58
    LAS VEGAS        NV   89143          1            08/07/01         23
    0433100997                           05           10/01/01          0
    135847                               O            09/01/31
    0


    5193914          K15/G01             F          151,900.00         ZZ
                                         360        151,775.45          1
                                      10.375          1,375.31        103
                                      10.125          1,375.31
    ALEXANDRIA       LA   71303          5            08/02/01         23
    0433040235                           05           10/01/01          0
    000905304240                         O            09/01/31
    0


1


    5194278          E22/G01             F          154,500.00         ZZ
                                         360        154,309.16          1
                                      10.375          1,398.85        103
                                      10.125          1,398.85
    WOODBRIDGE TWP   NJ   07077          1            07/24/01         23
    0412767493                           01           09/01/01          0
    0412767493                           O            08/01/31
    0


    5194306          E22/G01             F           77,040.00         ZZ
                                         360         76,902.57          1
                                       8.625            599.21        107
                                       8.125            599.21
    HOUSTON          TX   77009          1            07/20/01         23
    0412799736                           05           09/01/01          0
    0412799736                           O            08/01/31
    0


    5194307          E22/G01             F          139,800.00         ZZ
                                         360        139,664.67          1
                                      11.500          1,384.43         99
                                      11.000          1,384.43
    HELENA           AL   35080          9            07/19/01         23
    0412800989                           05           09/01/01          0
    0412800989                           O            08/01/31
    0


    5194312          E22/G01             F          262,150.00         ZZ
                                         360        261,717.19          1
                                       9.000          2,109.32        107
                                       8.500          2,109.32
    NAVARRE BEACH    FL   32566          5            07/19/01         23
    0412803884                           05           09/01/01          0
    0412803884                           O            08/01/31
    0


    5194319          E22/G01             F          139,900.00         ZZ
                                         360        139,674.96          1
                                       9.125          1,138.27        100
                                       8.875          1,138.27
    ST. CLAIR SHORE  MI   48081          1            07/23/01         23
    0412812216                           05           09/01/01          0
    0412812216                           O            08/01/31
    0


    5194331          E22/G01             F          278,200.00         ZZ
                                         360        277,740.69          1
                                       9.000          2,238.46        107
                                       8.750          2,238.46
1


    SALIDA           CA   95368          1            07/19/01         23
    0412827958                           05           09/01/01          0
    0412827958                           O            08/01/31
    0


    5194333          E22/G01             F           66,800.00         ZZ
                                         360         66,695.22          1
                                      10.250            598.60         99
                                       9.750            598.60
    LEICESTER        NC   28748          1            07/24/01         23
    0412828964                           05           09/01/01          0
    0412828964                           O            08/01/31
    0


    5194339          E22/G01             F          166,920.00         ZZ
                                         360        166,629.80          1
                                       8.750          1,313.16        107
                                       8.500          1,313.16
    BATON ROUGE      LA   70815          1            07/23/01         23
    0412832321                           05           09/01/01          0
    0412832321                           O            08/01/31
    0


    5194543          U59/G01             F           94,500.00         ZZ
                                         360         94,343.95          1
                                       9.000            760.37        106
                                       8.750            760.37
    OPA LOCKA        FL   33054          1            08/06/01         23
    0433056108                           05           09/06/01          0
    01933800880546                       O            08/06/31
    0


    5194895          253/G01             F          128,250.00         ZZ
                                         360        128,054.18          1
                                       9.375          1,066.72         95
                                       9.125          1,066.72
    CEDAR HILL       TX   75104          1            07/30/01         23
    0433248184                           05           09/01/01          0
    973109                               N            08/01/31
    0


    5195497          L16/G01             F          108,205.00         ZZ
                                         360        108,039.80          1
                                       9.375            899.99         95
                                       9.125            899.99
    OREM             UT   84057          1            07/27/01         23
    0433117371                           01           09/01/01          0
    W0107109                             N            08/01/31
    0
1




    5195822          U59/G01             F           61,655.00         ZZ
                                         360         61,558.34          1
                                       9.250            507.23         95
                                       9.000            507.23
    BUFFALO          NY   14215          1            08/02/01         23
    0433060084                           05           09/02/01          0
    800876212                            O            08/02/31
    0


    5195981          Q64/G01             F          115,025.00         ZZ
                                         360        114,835.09          1
                                       9.000            925.52        107
                                       8.750            925.52
    NORTH LAUDERDAL  FL   33068          1            07/13/01         23
    0433265683                           09           09/01/01          0
    0102148301                           O            08/01/31
    0


    5196200          R49/G01             F           65,500.00         ZZ
                                         360         65,433.58          1
                                       9.375            544.80        100
                                       9.125            544.80
    ADELANTO         CA   92301          1            08/09/01         23
    0433180668                           05           10/01/01          0
    9710735                              O            09/01/31
    0


    5196449          Q64/G01             F           46,000.00         ZZ
                                         360         45,931.57          1
                                       9.500            386.80        100
                                       9.250            386.80
    MARIANNA         FL   32446          1            07/19/01         23
    0433080462                           05           09/01/01          0
    0102136900                           O            08/01/31
    0


    5196678          642/G01             F          159,430.00         ZZ
                                         360        159,180.13          1
                                       9.250          1,311.59        107
                                       9.000          1,311.59
    ALBUQUERQUE      NM   87109          2            07/26/01         23
    0433040813                           05           09/01/01          0
    07113701                             O            08/01/31
    0


    5197395          Q64/G01             F          159,650.00         ZZ
                                         360        159,418.69          1
1


                                       9.625          1,357.01        103
                                       9.375          1,357.01
    STONE MOUNTAIN   GA   30083          2            07/11/01         23
    0433055365                           05           09/01/01          0
    0102164308                           O            08/01/31
    0


    5197776          J40/G01             F          128,700.00         ZZ
                                         360        128,541.01          1
                                      10.375          1,165.26        100
                                      10.125          1,165.26
    CLINTON          TN   37716          1            07/31/01         23
    0433217866                           05           09/01/01          0
    1061225                              O            08/01/31
    0


    5198307          940/G01             F           87,550.00         ZZ
                                         360         87,426.46          1
                                       9.750            752.19        103
                                       9.500            752.19
    APPLE VALLEY     CA   92307          1            07/27/01         23
    0433046166                           05           09/01/01          0
    65010254                             O            08/01/31
    0


    5199187          J95/G01             F           51,700.00         ZZ
                                         360         51,646.19          1
                                       9.250            425.32        104
                                       9.000            425.32
    MULLAN           ID   83846          5            08/01/01         23
    0433117637                           05           10/01/01          0
    0027338136                           O            09/01/31
    0


    5200742          003/G01             F          115,800.00         ZZ
                                         360        115,613.70          1
                                       9.125            942.19         95
                                       8.875            942.19
    LOGANVILLE       GA   30052          1            08/03/01         23
    0433243656                           03           09/01/01          0
    0021535158                           O            08/01/31
    0


    5201879          R17/G01             F           79,670.00         ZZ
                                         360         79,500.05          1
                                       9.375            662.66        100
                                       9.125            662.66
    CLEARWATER       FL   33756          1            06/27/01         23
    0433191202                           05           08/01/01          0
1


    1000043445                           O            07/01/31
    0


    5202451          E22/G01             F           50,000.00         ZZ
                                         360         49,923.68          1
                                       9.375            415.87        100
                                       8.875            415.87
    DELRAY BEACH     FL   33484          1            07/25/01         23
    0412738841                           01           09/01/01          0
    0412738841                           O            08/01/31
    0


    5202459          E22/G01             F          181,950.00         ZZ
                                         360        181,679.39          1
                                       9.500          1,529.93        100
                                       9.250          1,529.93
    LINCOLN          CA   95648          1            07/16/01         23
    0412771107                           05           09/01/01          0
    0412771107                           O            08/01/31
    0


    5202466          E22/G01             F           90,950.00         ZZ
                                         360         90,807.46          1
                                       9.250            748.22        107
                                       9.000            748.22
    LYNDEBOROUGH     NH   03082          1            07/25/01         23
    0412790644                           05           09/01/01          0
    0412790644                           O            08/01/31
    0


    5202479          E22/G01             F          154,450.00         ZZ
                                         360        154,232.08          1
                                       9.750          1,326.96         96
                                       9.500          1,326.96
    DORCHESTER       MA   02125          1            07/24/01         23
    0412805764                           07           09/01/01          0
    0412805764                           O            08/01/31
    0


    5202482          E22/G01             F          299,970.00         ZZ
                                         360        299,434.85          1
                                       8.625          2,333.14        100
                                       8.125          2,333.14
    SAN LORENZO      CA   94580          1            07/16/01         23
    0412812018                           05           09/01/01          0
    0412812018                           O            08/01/31
    0


1


    5202483          E22/G01             F          236,270.00         ZZ
                                         360        235,859.20          1
                                       8.750          1,858.74        107
                                       8.250          1,858.74
    MAPLE VALLEY     WA   98038          9            07/17/01         23
    0412812265                           05           09/01/01          0
    0412812265                           O            08/01/31
    0


    5202505          E22/G01             F           97,700.00         ZZ
                                         360         97,479.82          1
                                       9.375            812.62        107
                                       9.125            812.62
    DEARBORN HEIGHT  MI   48125          1            07/25/01         23
    0412827560                           05           09/01/01          0
    0412827560                           O            08/01/31
    0


    5202521          E22/G01             F          143,900.00         ZZ
                                         360        143,633.22          2
                                       9.875          1,249.55        100
                                       9.625          1,249.55
    FAIRBANKS        AK   99709          1            07/18/01         23
    0412844151                           05           09/01/01          0
    0412844151                           O            08/01/31
    0


    5202523          E22/G01             F           62,000.00         ZZ
                                         360         61,666.34          1
                                       9.375            515.68        100
                                       9.125            515.68
    FORT WORTH       TX   76116          1            07/20/01         23
    0412846198                           05           09/01/01          0
    0412846198                           O            08/01/31
    0


    5202525          E22/G01             F           52,200.00         ZZ
                                         360         52,095.75          1
                                       8.625            406.01        107
                                       8.375            406.01
    BAY CITY         MI   48706          1            07/25/01         23
    0412846438                           05           09/01/01          0
    0412846438                           O            08/01/31
    0


    5202528          E22/G01             F          219,900.00         ZZ
                                         360        219,555.36          1
                                       9.250          1,809.06        100
                                       8.750          1,809.06
1


    SACRAMENTO       CA   95828          1            07/18/01         23
    0412852550                           05           09/01/01          0
    0412852550                           O            08/01/31
    0


    5202667          U59/G01             F           80,855.00         ZZ
                                         360         80,757.74          1
                                      10.500            739.62        103
                                      10.250            739.62
    GASTONVILLE      PA   15336          1            07/31/01         23
    0433086378                           05           09/01/01          0
    2029479                              O            08/01/31
    0


    5203047          J40/G01             F           66,950.00         ZZ
                                         360         66,883.88          1
                                       9.500            562.95        103
                                       9.250            562.95
    LONG BEACH       MS   39560          1            08/09/01         23
    0433190980                           05           10/01/01          0
    1061791                              O            09/01/31
    0


    5203157          J95/G01             F           73,100.00         ZZ
                                         360         73,021.89          1
                                       9.125            594.77        103
                                       8.875            594.77
    KINGSVILLE       MO   64061          1            08/27/01         23
    0433189313                           05           10/01/01          0
    0027354810                           O            09/01/31
    0


    5203310          U59/G01             F           96,193.00         ZZ
                                         360         96,056.86          1
                                       9.750            826.45        107
                                       9.500            826.45
    DEPEW            NY   14043          1            08/02/01         23
    0433059540                           05           09/02/01          0
    800878725                            O            08/02/31
    0


    5203570          N74/G01             F          157,800.00         ZZ
                                         360        157,559.06          1
                                       9.375          1,312.50        106
                                       9.125          1,312.50
    MONROE           NC   28110          1            07/30/01         23
    0433052305                           05           09/01/01          0
    0029186010                           O            08/01/31
    0
1




    5203624          L16/G01             F          296,000.00         ZZ
                                         360        295,548.05          1
                                       9.375          2,461.98        100
                                       9.125          2,461.98
    LITTLETON        CO   80123          1            08/01/01         23
    0433043718                           03           09/01/01          0
    W0107128                             O            08/01/31
    0


    5204257          T17/G01             F          222,124.00         ZZ
                                         360        221,670.04          1
                                       9.375          1,847.51        100
                                       9.125          1,847.51
    FAYETTEVILLE     GA   30214          1            07/31/01         23
    0433104288                           05           08/29/01          0
    01060353                             O            07/29/31
    0


    5204869          964/G01             F          169,800.00         ZZ
                                         360        169,572.75          1
                                      10.000          1,490.12        103
                                       9.750          1,490.12
    LAS VEGAS        NV   89123          1            07/26/01         23
    0433054772                           09           09/01/01          0
    135960                               O            08/01/31
    0


    5204983          J95/G01             F          128,698.00         ZZ
                                         360        128,479.95          1
                                       8.875          1,023.98        103
                                       8.625          1,023.98
    PRAIRIE VILLAGE  KS   66208          1            07/30/01         23
    0433117629                           05           09/01/01          0
    027295609                            O            08/01/31
    0


    5205128          B28/G01             F          128,500.00         ZZ
                                         360        128,303.80          1
                                       9.375          1,068.80        100
                                       9.125          1,068.80
    LITTLE ROCK      AR   72212          1            07/31/01         23
    0433113255                           05           09/01/01          0
    0107200026                           O            08/01/31
    0


    5205177          664/G01             F           77,650.00         ZZ
                                         360         77,548.81          1
1


                                      10.125            688.62        103
                                       9.875            688.62
    WILTON           IA   52778          1            07/31/01         23
    0433206240                           05           09/01/01          0
    0008276420                           O            08/01/31
    0


    5205252          588/G01             F          145,400.00         ZZ
                                         360        145,153.63          1
                                       8.875          1,156.87        107
                                       8.625          1,156.87
    GERMANTOWN       MD   20874          1            07/31/01         23
    0433194842                           03           09/01/01          0
    00010467297                          O            08/01/31
    0


    5205356          642/G01             F          184,300.00         ZZ
                                         360        184,003.51          1
                                       9.125          1,499.53         98
                                       8.875          1,499.53
    CLEVELAND        OH   44111          1            07/20/01         23
    0433042371                           05           09/01/01          0
    06185901                             O            08/01/31
    0


    5208815          R65/G01             F          169,000.00         ZZ
                                         360        168,713.07          1
                                       8.875          1,344.64        102
                                       8.625          1,344.64
    DUPONT           WA   98327          5            07/26/01         23
    0433182524                           03           09/01/01          0
    MWLLC1184                            O            08/01/31
    0


    5209095          T17/G01             F           89,880.00         ZZ
                                         360         89,742.76          1
                                       9.375            747.58        107
                                       9.125            747.58
    CONCORD          NC   28027          5            08/09/01         23
    0433118080                           05           09/12/01          0
    01060355                             O            08/12/31
    0


    5209120          964/G01             F          300,670.00         ZZ
                                         360        297,657.52          1
                                       8.625          2,338.58        107
                                       8.375          2,338.58
    COLORADO SPRING  CO   80921          5            07/26/01         23
    0433051729                           05           09/01/01          0
1


    134764                               O            08/01/31
    0


    5209166          808/G01             F          234,500.00         ZZ
                                         360        234,081.65          1
                                       8.625          1,823.92        102
                                       8.375          1,823.92
    HUNTINGTON BEAC  CA   92649          1            07/30/01         23
    0433074473                           01           09/01/01          0
    9319657                              O            08/01/31
    0


    5209656          K15/G01             F           97,800.00         ZZ
                                         360         97,665.19          1
                                      10.125            867.31        103
                                       9.875            867.31
    FORT SMITH       AR   72908          5            08/01/01         23
    0433041449                           05           10/01/01          0
    038205302732                         O            09/01/31
    0


    5210519          G52/G01             F          204,370.00         ZZ
                                         360        204,145.90          1
                                       9.000          1,644.41        107
                                       8.750          1,644.41
    AUSTIN           TX   78704          1            08/02/01         23
    0433253341                           05           10/01/01          0
    7405001743                           O            09/01/31
    0


    5210970          U62/G01             F          194,250.00         ZZ
                                         360        193,866.21          1
                                       8.125          1,442.30        100
                                       7.875          1,442.30
    LOGANVILLE       GA   30052          5            07/26/01         23
    0433051273                           05           09/01/01          0
    200126080                            O            08/01/31
    0


    5211238          E22/G01             F           45,450.00         ZZ
                                         360         45,395.34          1
                                      10.500            415.75        100
                                      10.250            415.75
    DALLAS           TX   75227          1            07/11/01         23
    0412724353                           07           09/01/01          0
    0412724353                           O            08/01/31
    0


1


    5211239          E22/G01             F          203,000.00         ZZ
                                         360        202,637.86          1
                                       8.625          1,578.91        107
                                       8.125          1,578.91
    WEST COVINA      CA   91790          5            07/05/01         23
    0412726879                           05           09/01/01          0
    0412726879                           O            08/01/31
    0


    5211242          E22/G01             F           64,600.00         ZZ
                                         360         64,474.07          2
                                       9.375            537.31         95
                                       9.125            537.31
    NEW ALBANY       IN   47150          1            07/26/01         23
    0412733099                           05           09/01/01          0
    0412733099                           N            08/01/31
    0


    5211246          E22/G01             F          141,625.00         ZZ
                                         360        141,385.06          1
                                       8.875          1,126.83        103
                                       8.375          1,126.83
    ORANGE           CA   92866          1            07/23/01         23
    0412748048                           01           09/01/01          0
    0412748048                           O            08/01/31
    0


    5211256          E22/G01             F           90,400.00         ZZ
                                         360         90,232.59          1
                                      10.875            852.37         96
                                      10.375            852.37
    ROWLETT          TX   75088          2            07/20/01         23
    0412776288                           05           09/01/01          0
    0412776288                           O            08/01/31
    0


    5211259          E22/G01             F           98,000.00         ZZ
                                         360         97,850.39          1
                                       9.375            815.11        100
                                       9.125            815.11
    FRONT ROYAL      VA   22630          1            07/26/01         23
    0412790982                           05           09/01/01          0
    0412790982                           O            08/01/31
    0


    5211266          E22/G01             F          184,800.00         ZZ
                                         360        184,191.63          1
                                       8.250          1,388.34        107
                                       7.750          1,388.34
1


    RANCHO CORDOVA   CA   95670          1            07/16/01         23
    0412805400                           05           09/01/01          0
    0412805400                           O            08/01/31
    0


    5211268          E22/G01             F          210,000.00         ZZ
                                         360        209,653.28          1
                                       9.000          1,689.71        100
                                       8.750          1,689.71
    DOWNEY           CA   90240          1            07/23/01         23
    0412809550                           01           09/01/01          0
    0412809550                           O            08/01/31
    0


    5211271          E22/G01             F          164,950.00         ZZ
                                         360        164,677.66          1
                                       9.000          1,327.23        100
                                       8.750          1,327.23
    HANFORD          CA   93230          1            07/20/01         23
    0412812521                           05           09/01/01          0
    0412812521                           O            08/01/31
    0


    5211273          E22/G01             F          203,979.00         ZZ
                                         360        203,555.58          2
                                       8.750          1,604.70        100
                                       8.500          1,604.70
    AUSTIN           TX   78745          1            07/25/01         23
    0412812703                           05           09/01/01          0
    0412812703                           O            08/01/31
    0


    5211274          E22/G01             F          263,000.00         ZZ
                                         360        262,530.81          1
                                       8.625          2,045.59        106
                                       8.375          2,045.59
    PLEASANT HILL    CA   94523          1            07/24/01         23
    0412813792                           09           09/01/01          0
    0412813792                           O            08/01/31
    0


    5211281          E22/G01             F          197,625.00         ZZ
                                         360        197,286.84          1
                                       8.875          1,572.39        106
                                       8.375          1,572.39
    TEMECULA         CA   92592          1            07/24/01         23
    0412826943                           05           09/01/01          0
    0412826943                           O            08/01/31
    0
1




    5211284          E22/G01             F          354,900.00         ZZ
                                         360        354,266.86          1
                                       8.625          2,760.38        100
                                       8.125          2,760.38
    FREMONT          CA   94555          1            07/20/01         23
    0412831794                           05           09/01/01          0
    0412831794                           O            08/01/31
    0


    5211292          E22/G01             F           38,950.00         ZZ
                                         360         38,890.52          1
                                       9.375            323.97         95
                                       8.875            323.97
    SAN ANTONIO      TX   78251          1            07/26/01         23
    0412837619                           05           09/01/01          0
    0412837619                           N            08/01/31
    0


    5211298          E22/G01             F          102,000.00         ZZ
                                         360        101,719.78          1
                                       8.875            811.56        105
                                       8.625            811.56
    UPPER LAKE       CA   95485          1            07/20/01         23
    0412849739                           05           09/01/01          0
    0412849739                           O            08/01/31
    0


    5211302          E22/G01             F           47,405.00         ZZ
                                         360         47,332.62          1
                                       9.375            394.29         95
                                       9.125            394.29
    ST JOSEPH        MO   64507          1            07/26/01         23
    0412851909                           05           09/01/01          0
    0412851909                           N            08/01/31
    0


    5212148          J40/G01             F          161,070.00         ZZ
                                         360        160,657.95          1
                                       8.750          1,267.14        103
                                       8.500          1,267.14
    TARPON SPRINGS   FL   34689          1            07/31/01         23
    0433101870                           03           09/01/01          0
    1060077                              O            08/01/31
    0


    5213405          G13/G01             F           54,760.00         ZZ
                                         360         54,688.66          1
1


                                      10.125            485.62        103
                                       9.875            485.62
    JACKSONVILLE     NC   28540          1            08/01/01         23
    0433199486                           05           09/01/01          0
    14451                                O            08/01/31
    0


    5213763          R17/G01             F          115,625.00         ZZ
                                         360        115,357.99          1
                                       9.875          1,004.03        103
                                       9.625          1,004.03
    VICKSBURG        MS   39183          1            05/21/01         23
    0433051000                           05           07/01/01          0
    1000041200                           O            06/01/31
    0


    5214490          U05/G01             F          109,300.00         ZZ
                                         360        109,114.81          1
                                       8.875            869.64        107
                                       8.625            869.64
    INDUSTRY         PA   15052          1            08/03/01         23
    0433052735                           05           09/01/01          0
    3151364                              O            08/01/31
    0


    5215016          U62/G01             F          226,000.00         ZZ
                                         360        225,846.65          1
                                      11.250          2,195.05        103
                                      11.000          2,195.05
    WEST BLOOMFIELD  MI   48324          5            08/04/01         23
    0433104098                           05           10/01/01          0
    200126809                            O            09/01/31
    0


    5215023          664/G01             F          126,500.00         ZZ
                                         360        126,291.14          1
                                       9.000          1,017.85        100
                                       8.750          1,017.85
    ARLINGTON        TN   38002          1            07/31/01         23
    0433103538                           05           09/01/01          0
    0008215246                           O            08/01/31
    0


    5217373          940/G01             F          245,655.00         ZZ
                                         360        245,289.63          1
                                       9.500          2,065.60        103
                                       9.250          2,065.60
    DIAMOND BAR      CA   91765          1            07/27/01         23
    0433067030                           03           09/01/01          0
1


    200100J2                             O            08/01/31
    0


    5218665          940/G01             F           79,700.00         ZZ
                                         360         79,603.10          1
                                       8.500            612.82        107
                                       8.250            612.82
    REDLANDS         CA   92373          1            08/07/01         23
    0433147279                           01           10/01/01          0
    40010800                             O            09/01/31
    0


    5219546          U05/G01             F          116,100.00         ZZ
                                         360        115,962.43          1
                                       8.625            903.01        106
                                       8.375            903.01
    TOLEDO           OH   43623          1            08/10/01         23
    0433101896                           05           10/01/01          0
    3156281                              O            09/01/31
    0


    5219853          E22/G01             F          221,900.00         ZZ
                                         360        221,473.15          1
                                      10.000          1,947.33        100
                                       9.750          1,947.33
    BRISTOL          CT   06010          1            07/27/01         23
    0412714495                           05           09/01/01          0
    0412714495                           O            08/01/31
    0


    5219854          E22/G01             F          169,950.00         ZZ
                                         360        169,740.05          1
                                      10.375          1,538.74        103
                                       9.875          1,538.74
    VALLEY SPRINGS   CA   95252          1            07/23/01         23
    0412724551                           05           09/01/01          0
    0412724551                           O            08/01/31
    0


    5219856          E22/G01             F          275,000.00         ZZ
                                         360        274,281.13          1
                                       9.625          2,337.47        106
                                       9.375          2,337.47
    BELLEVILLE       MI   48111          1            06/15/01         23
    0412738858                           05           08/01/01          0
    0412738858                           O            07/01/31
    0


1


    5219862          E22/G01             F           64,600.00         ZZ
                                         360         64,501.37          1
                                       9.375            537.31         95
                                       9.125            537.31
    SAN ANTONIO      TX   78228          1            07/25/01         23
    0412762023                           05           09/01/01          0
    0412762023                           N            08/01/31
    0


    5219865          E22/G01             F          103,500.00         ZZ
                                         360        103,341.97          1
                                       9.375            860.86        100
                                       8.875            860.86
    MAGNOLIA         TX   77355          1            07/27/01         23
    0412772006                           05           09/01/01          0
    0412772006                           O            08/01/31
    0


    5219868          E22/G01             F           82,850.00         ZZ
                                         360         82,723.52          1
                                       9.375            689.10        104
                                       9.125            689.10
    COUNCIL BLUFFS   IA   51503          1            07/11/01         23
    0412776783                           05           09/01/01          0
    0412776783                           O            08/01/31
    0


    5219882          E22/G01             F          148,195.00         ZZ
                                         360        147,923.77          1
                                       8.500          1,139.49        107
                                       8.250          1,139.49
    LUSBY            MD   20657          1            07/27/01         23
    0412795965                           05           09/01/01          0
    0412795965                           O            08/01/31
    0


    5219897          E22/G01             F           89,100.00         ZZ
                                         360         88,950.92          1
                                      10.375            806.72         99
                                       9.875            806.72
    PARACHUTE        CO   81635          1            07/27/01         23
    0412807141                           05           09/01/01          0
    0412807141                           O            08/01/31
    0


    5219911          E22/G01             F           90,250.00         ZZ
                                         360         90,115.77          1
                                       9.500            758.87         95
                                       9.250            758.87
1


    BANGOR           MI   49013          1            07/27/01         23
    0412823858                           05           09/01/01          0
    0412823858                           O            08/01/31
    0


    5219913          E22/G01             F           79,850.00         ZZ
                                         360         79,784.50          1
                                      12.250            836.75        100
                                      11.750            836.75
    CLINTON          IA   52732          1            07/27/01         23
    0412824856                           05           09/01/01          0
    0412824856                           O            08/01/31
    0


    5219918          E22/G01             F          132,800.00         ZZ
                                         360        132,612.61          1
                                       9.750          1,140.96        103
                                       9.500          1,140.96
    ORANGE BEACH     AL   36561          1            07/27/01         23
    0412829434                           05           09/01/01          0
    0412829434                           O            08/01/31
    0


    5219946          E22/G01             F           73,800.00         ZZ
                                         360         73,678.16          1
                                       9.000            593.81        107
                                       8.750            593.81
    MEMPHIS          TN   38103          1            07/27/01         23
    0412849085                           05           09/01/01          0
    0412849085                           O            08/01/31
    0


    5219957          E22/G01             F          158,600.00         ZZ
                                         360        158,357.86          1
                                       9.375          1,319.15         97
                                       9.125          1,319.15
    CHEYENNE         WY   82009          1            07/27/01         23
    0412857922                           05           09/01/01          0
    0412857922                           O            08/01/31
    0


    5219964          E22/G01             F          176,550.00         ZZ
                                         360        176,226.85          1
                                       8.500          1,357.52        107
                                       8.000          1,357.52
    EUREKA           CA   95501          1            07/24/01         23
    0412860694                           05           09/01/01          0
    0412860694                           O            08/01/31
    0
1




    5219972          E22/G01             F          255,999.00         ZZ
                                         360        255,608.12          1
                                       9.375          2,129.27        100
                                       9.125          2,129.27
    DENVER           CO   80211          1            07/27/01         23
    0412872475                           05           09/01/01          0
    0412872475                           O            08/01/31
    0


    5219973          E22/G01             F          167,883.00         ZZ
                                         360        167,619.89          1
                                       9.250          1,381.13        107
                                       9.000          1,381.13
    SALT LAKE CITY   UT   84115          1            07/25/01         23
    0412873382                           05           09/01/01          0
    0412873382                           O            08/01/31
    0


    5219975          E22/G01             F          128,900.00         ZZ
                                         360        128,343.49          1
                                       8.500            991.13        100
                                       8.000            991.13
    KATY             TX   77450          1            07/27/01         23
    0412875767                           03           09/01/01          0
    0412875767                           O            08/01/31
    0


    5220615          K15/G01             F          103,000.00         ZZ
                                         360        102,906.02          1
                                       9.875            894.40        103
                                       9.625            894.40
    RICHMOND         IN   47374          5            08/06/01         23
    0433053212                           05           10/01/01          0
    003370005302960                      O            09/01/31
    0


    5221185          N67/G01             F          111,200.00         ZZ
                                         360        111,108.82          1
                                      10.375          1,006.81        103
                                      10.125          1,006.81
    AVON LAKE        OH   44012          1            08/10/01         23
    0433173531                           05           10/01/01          0
    3250006444                           O            09/01/31
    0


    5222972          644/G01             F          171,000.00         ZZ
                                         360        170,792.09          1
1


                                       8.500          1,314.84         99
                                       8.250          1,314.84
    FOREST GROVE     OR   97116          5            08/08/01         23
    0433285699                           05           10/01/01          0
    48003714                             O            09/01/31
    0


    5223445          J95/G01             F          122,700.00         ZZ
                                         360        122,550.80          1
                                       8.500            943.46        105
                                       8.250            943.46
    BALTIMORE        MD   21236          1            08/17/01         23
    0433135217                           09           10/01/01          0
    18660134                             O            09/01/31
    0


    5225314          964/G01             F          236,900.00         ZZ
                                         360        236,619.27          1
                                       8.625          1,842.58        103
                                       8.375          1,842.58
    LITTLETON        CO   80129          1            08/16/01         23
    0433127057                           03           10/01/01          0
    137866                               O            09/01/31
    0


    5226424          964/G01             F          173,000.00         ZZ
                                         360        172,829.13          1
                                       9.500          1,454.68        103
                                       9.250          1,454.68
    LAS VEGAS        NV   89156          5            08/02/01         23
    0433055183                           05           10/01/01          0
    138511                               O            09/01/31
    0


    5227339          E87/G01             F          217,500.00         ZZ
                                         360        217,248.83          1
                                       8.750          1,711.07        105
                                       8.500          1,711.07
    HYATTSVILLE      MD   20785          5            08/21/01         23
    0433210606                           03           10/01/01          0
    01080012                             O            09/01/31
    0


    5228432          700/G01             F           77,250.00         ZZ
                                         360         77,178.73          1
                                      10.625            713.87        103
                                      10.375            713.87
    INDIANAPOLIS     IN   46217          1            08/23/01         23
    0433285285                           05           10/01/01          0
1


    00260830                             O            09/01/31
    0


    5228769          E22/G01             F          170,000.00         ZZ
                                         360        169,766.39          1
                                       9.875          1,476.19        100
                                       9.375          1,476.19
    SACRAMENTO       CA   95824          9            07/19/01         23
    0412749491                           05           09/01/01          0
    0412749491                           O            08/01/31
    0


    5228776          E22/G01             F          364,412.00         ZZ
                                         360        363,778.42          1
                                       8.750          2,866.83        104
                                       8.500          2,866.83
    DUBLIN           CA   94568          1            07/20/01         23
    0412768558                           05           09/01/01          0
    0412768558                           O            08/01/31
    0


    5228809          E22/G01             F          182,980.00         ZZ
                                         360        182,590.06          1
                                       7.750          1,310.89        100
                                       7.250          1,310.89
    STOCKTON         CA   95210          1            07/25/01         23
    0412808263                           05           09/01/01          0
    0412808263                           O            08/01/31
    0


    5228815          E22/G01             F          103,100.00         ZZ
                                         360        102,911.29          1
                                       8.500            792.75        100
                                       8.000            792.75
    ONTARIO          CA   91762          1            07/24/01         23
    0412813834                           01           09/01/01          0
    0412813834                           O            08/01/31
    0


    5228817          E22/G01             F          214,000.00         ZZ
                                         360        213,627.93          1
                                       8.750          1,683.54        107
                                       8.500          1,683.54
    MOXEE            WA   98936          1            07/23/01         23
    0412815532                           05           09/01/01          0
    0412815532                           O            08/01/31
    0


1


    5228827          E22/G01             F          162,850.00         ZZ
                                         360        162,632.05          1
                                      10.000          1,429.13        100
                                       9.750          1,429.13
    HELENA           AL   35080          1            07/30/01         23
    0412822173                           05           09/01/01          0
    0412822173                           O            08/01/31
    0


    5228829          E22/G01             F          166,860.00         ZZ
                                         360        165,748.39          1
                                       9.500          1,403.05        103
                                       9.000          1,403.05
    NORTH PALM BEAC  FL   33410          1            07/30/01         23
    0412823064                           05           09/01/01          0
    0412823064                           O            08/01/31
    0


    5228830          E22/G01             F          174,700.00         ZZ
                                         360        174,396.24          1
                                       8.750          1,374.37         95
                                       8.250          1,374.37
    RENO             NV   89511          1            07/24/01         23
    0412823205                           03           09/01/01          0
    0412823205                           N            08/01/31
    0


    5228831          E22/G01             F           37,080.00         ZZ
                                         360         37,030.39          1
                                      10.000            325.40        103
                                       9.750            325.40
    GORDO            AL   35466          1            07/30/01         23
    0412823346                           05           09/01/01          0
    0412823346                           O            08/01/31
    0


    5228848          E22/G01             F          196,000.00         ZZ
                                         360        195,744.60          1
                                      10.125          1,738.17        103
                                       9.875          1,738.17
    HOWARD           OH   43028          9            07/25/01         23
    0412831380                           05           09/01/01          0
    0412831380                           O            08/01/31
    0


    5228851          E22/G01             F           99,395.00         ZZ
                                         360         99,247.16          1
                                       9.500            835.77        100
                                       9.250            835.77
1


    SAN ANTONIO      TX   78222          1            07/27/01         23
    0412835399                           05           09/01/01          0
    0412835399                           O            08/01/31
    0


    5228852          E22/G01             F          175,550.00         ZZ
                                         360        175,267.61          1
                                       9.125          1,428.33        104
                                       8.875          1,428.33
    ROUND ROCK       TX   78681          1            07/30/01         23
    0412835548                           05           09/01/01          0
    0412835548                           O            08/01/31
    0


    5228862          E22/G01             F          164,000.00         ZZ
                                         360        163,617.86          1
                                       9.375          1,364.07        100
                                       9.125          1,364.07
    LAKESIDE         CA   92040          1            07/26/01         23
    0412839383                           01           09/01/01          0
    0412839383                           O            08/01/31
    0


    5228900          E22/G01             F          161,000.00         ZZ
                                         360        160,665.42          2
                                       7.875          1,167.36        106
                                       7.625          1,167.36
    NEW ORLEANS      LA   70118          1            07/31/01         23
    0412858573                           05           09/01/01          0
    0412858573                           O            08/01/31
    0


    5229479          Q64/G01             F          195,000.00         ZZ
                                         360        194,611.74          1
                                       9.500          1,639.67        104
                                       9.250          1,639.67
    BLUFFTON         SC   29910          1            06/27/01         23
    0433046703                           03           08/01/01          0
    0102034808                           O            07/01/31
    0


    5229763          664/G01             F          218,350.00         ZZ
                                         360        217,728.82          1
                                       8.875          1,737.29        103
                                       8.625          1,737.29
    ANAHEIM          CA   92801          1            05/08/01         23
    0433210937                           05           07/01/01          0
    0003827722                           O            06/01/31
    0
1




    5231090          P27/G01             F          250,000.00         ZZ
                                         360        249,576.43          1
                                       8.875          1,989.11        107
                                       8.625          1,989.11
    APOPKA           FL   32712          5            07/24/01         23
    0433252897                           03           09/01/01          0
    685644                               O            08/01/31
    0


    5231381          E87/G01             F          123,000.00         ZZ
                                         360        122,875.29          1
                                       9.375          1,023.05        107
                                       9.125          1,023.05
    WHEATFIELD       IN   46392          5            08/23/01         23
    0433224359                           05           10/01/01          0
    01080019                             O            09/01/31
    0


    5232183          147/G01             F          138,020.00         ZZ
                                         360        137,897.11          1
                                       9.990          1,210.21        103
                                       9.740          1,210.21
    HESPERIA         CA   92345          5            08/08/01         23
    0433190915                           05           10/01/01          0
    10425595                             O            09/01/31
    0


    5232351          U28/G01             F          199,100.00         ZZ
                                         360        198,779.72          1
                                       9.125          1,619.94         95
                                       8.875          1,619.94
    GARNER           NC   27529          1            07/31/01         23
    0433088937                           05           09/01/01          0
    MAGNUMJ                              O            08/01/31
    0


    5232374          808/G01             F          143,150.00         ZZ
                                         360        142,999.77          1
                                       9.500          1,203.69        103
                                       9.250          1,203.69
    MODESTO          CA   95351          1            08/02/01         23
    0433104106                           05           10/01/01          0
    5188483                              O            09/01/31
    0


    5232421          685/G01             F          331,000.00         ZZ
                                         360        330,637.04          1
1


                                       9.000          2,663.30        100
                                       8.750          2,663.30
    SIMI VALLEY      CA   93065          1            08/07/01         23
    0433119765                           03           10/01/01          0
    126418                               O            09/01/31
    0


    5232830          K15/G01             F          155,100.00         ZZ
                                         360        154,916.20          1
                                       8.625          1,206.35        107
                                       8.375          1,206.35
    STRONGSVILLE     OH   44136          5            08/03/01         23
    0433041241                           05           10/01/01          0
    028705303568                         O            09/01/31
    0


    5232937          U35/G01             F          133,797.00         ZZ
                                         360        133,654.04          1
                                       9.125          1,088.62        103
                                       8.875          1,088.62
    STURGEON BAY     WI   54235          1            08/22/01         23
    0433146826                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5233501          N67/G01             F          249,990.00         ZZ
                                         360        249,555.37          1
                                       8.750          1,966.67        100
                                       8.500          1,966.67
    CORONA           CA   92881          1            07/20/01         23
    0433096369                           29           09/01/01          0
    1780007215                           O            08/01/31
    0


    5233691          N67/G01             F          124,850.00         ZZ
                                         360        124,590.70          1
                                      10.375          1,130.40        103
                                      10.125          1,130.40
    HIALEAH          FL   33016          1            06/26/01         23
    0433135159                           05           08/01/01          0
    3370002306                           O            07/01/31
    0


    5233697          U05/G01             F           50,949.00         ZZ
                                         360         50,897.34          1
                                       9.375            423.77        100
                                       9.125            423.77
    PHOENIX          AZ   85051          1            08/08/01         23
    0433102688                           01           10/01/01          0
1


    3154392                              O            09/01/31
    0


    5233950          Q99/G01             F          189,900.00         ZZ
                                         360        189,669.10          1
                                       8.500          1,460.17        100
                                       8.250          1,460.17
    CRANSTON         RI   02920          1            08/17/01         23
    0433098449                           05           10/01/01          0
    035408612                            O            09/01/31
    0


    5233964          964/G01             F          400,000.00         ZZ
                                         360        399,538.06          1
                                       8.750          3,146.80        104
                                       8.500          3,146.80
    FREMONT          CA   94538          1            08/15/01         23
    0433126919                           05           10/01/01          0
    138775                               O            09/01/31
    0


    5234788          642/G01             F          195,350.00         ZZ
                                         360        194,992.46          1
                                       8.500          1,502.07        102
                                       8.250          1,502.07
    SHALIMAR         FL   32579          1            07/27/01         23
    0433039500                           05           09/01/01          0
    07121201                             O            08/01/31
    0


    5235495          L16/G01             F           85,000.00         ZZ
                                         360         84,859.66          1
                                       9.000            683.93        100
                                       8.750            683.93
    SALT LAKE CITY   UT   84123          1            08/03/01         23
    0433125895                           01           09/01/01          0
    W0107026                             O            08/01/31
    0


    5236066          737/G01             F          148,400.00         ZZ
                                         360        148,237.27          1
                                       9.000          1,194.06         99
                                       8.750          1,194.06
    GLENDALE         AZ   85308          1            08/16/01         23
    0433251261                           05           10/01/01          0
    2032576                              O            09/01/31
    0


1


    5236615          964/G01             F          136,000.00         ZZ
                                         360        135,842.95          1
                                       8.750          1,069.91         98
                                       8.500          1,069.91
    MINDEN           NV   89410          5            08/07/01         23
    0433188398                           05           10/01/01          0
    137913                               O            09/01/31
    0


    5237839          E22/G01             F          137,000.00         ZZ
                                         360        136,657.42          1
                                       9.250          1,127.07        104
                                       8.750          1,127.07
    GRAND ISLAND     NE   68803          2            07/26/01         23
    0412760811                           05           09/01/01          0
    0412760811                           O            08/01/31
    0


    5237840          E22/G01             F          124,500.00         ZZ
                                         360        124,328.93          1
                                       9.875          1,081.09        100
                                       9.625          1,081.09
    OMAHA            NE   68127          1            07/31/01         23
    0412762718                           05           09/01/01          0
    0412762718                           O            08/01/31
    0


    5237852          E22/G01             F          128,250.00         ZZ
                                         360        128,039.75          1
                                       9.250          1,055.08        107
                                       9.000          1,055.08
    HOLLY            MI   48442          1            07/31/01         23
    0412781460                           05           09/01/01          0
    0412781460                           O            08/01/31
    0


    5237857          E22/G01             F          257,000.00         ZZ
                                         360        256,564.55          1
                                       8.875          2,044.81        100
                                       8.375          2,044.81
    COSTA MESA       CA   92627          1            07/27/01         23
    0412790149                           01           09/01/01          0
    0412790149                           O            08/01/31
    0


    5237867          E22/G01             F           78,000.00         ZZ
                                         360         77,877.74          1
                                       9.250            641.69        107
                                       9.000            641.69
1


    KANSAS CITY      KS   66109          2            07/11/01         23
    0412800450                           05           09/01/01          0
    0412800450                           O            08/01/31
    0


    5237897          E22/G01             F           99,900.00         ZZ
                                         360         99,755.27          1
                                       9.625            849.14        100
                                       9.125            849.14
    SAN ANTONIO      TX   78217          1            07/27/01         23
    0412824377                           05           09/01/01          0
    0412824377                           O            08/01/31
    0


    5237903          E22/G01             F           90,250.00         ZZ
                                         360         89,909.87          1
                                       9.375            750.65         95
                                       9.125            750.65
    HAMPTON          VA   23669          1            07/31/01         23
    0412825788                           05           09/01/01          0
    0412825788                           N            08/01/31
    0


    5237905          E22/G01             F          157,200.00         ZZ
                                         360        156,962.44          1
                                       9.750          1,350.59        100
                                       9.250          1,350.59
    MARYSVILLE       WA   98270          1            07/26/01         23
    0412827073                           05           09/01/01          0
    0412827073                           O            08/01/31
    0


    5237907          E22/G01             F           58,850.00         ZZ
                                         360         58,757.78          1
                                       9.250            484.14        107
                                       9.000            484.14
    KALAMAZOO        MI   49004          1            07/31/01         23
    0412827834                           05           09/01/01          0
    0412827834                           O            08/01/31
    0


    5237944          E22/G01             F           51,300.00         ZZ
                                         360         51,221.67          1
                                       9.375            426.69         95
                                       9.125            426.69
    WARREN           MI   48089          1            07/31/01         23
    0412841561                           05           09/01/01          0
    0412841561                           N            08/01/31
    0
1




    5237949          E22/G01             F          145,184.00         ZZ
                                         360        144,938.02          1
                                       8.875          1,155.15         95
                                       8.375          1,155.15
    LAS VEGAS        NV   89141          1            07/23/01         23
    0412842338                           03           09/01/01          0
    0412842338                           N            08/01/31
    0


    5237951          E22/G01             F           95,000.00         ZZ
                                         360         94,882.63          1
                                      10.375            860.14        100
                                      10.125            860.14
    EASLEY           SC   29640          1            07/31/01         23
    0412843716                           05           09/01/01          0
    0412843716                           O            08/01/31
    0


    5237953          E22/G01             F          108,200.00         ZZ
                                         360        107,667.75          1
                                       8.875            860.89        107
                                       8.375            860.89
    FARMERSVILLE     CA   93223          1            07/26/01         23
    0412844458                           05           09/01/01          0
    0412844458                           O            08/01/31
    0


    5237962          E22/G01             F           97,850.00         ZZ
                                         360         97,700.59          1
                                       9.375            813.87         95
                                       9.125            813.87
    SARASOTA         FL   34239          1            07/31/01         23
    0412846883                           05           09/01/01          0
    0412846883                           O            08/01/31
    0


    5237973          E22/G01             F          104,000.00         ZZ
                                         360        103,829.08          1
                                       9.125            846.18         96
                                       8.625            846.18
    WADSWORTH        NV   89442          1            07/24/01         23
    0412850422                           05           09/01/01          0
    0412850422                           O            08/01/31
    0


    5237976          E22/G01             F          127,300.00         ZZ
                                         360        127,053.47          1
1


                                       8.250            956.36        107
                                       7.750            956.36
    STOCKTON         CA   95203          1            07/27/01         23
    0412851438                           05           09/01/01          0
    0412851438                           O            08/01/31
    0


    5237978          E22/G01             F          132,669.00         ZZ
                                         360        132,455.58          1
                                       9.125          1,079.44        107
                                       8.625          1,079.44
    MIAMI            FL   33177          1            07/31/01         23
    0412851933                           05           09/01/01          0
    0412851933                           O            08/01/31
    0


    5237987          E22/G01             F           96,300.00         ZZ
                                         360         96,128.22          1
                                       8.625            749.01        107
                                       8.125            749.01
    EASTON           PA   18042          1            07/31/01         23
    0412857120                           05           09/01/01          0
    0412857120                           O            08/01/31
    0


    5237997          E22/G01             F          227,195.00         ZZ
                                         360        226,779.17          1
                                       8.500          1,746.93        103
                                       8.250          1,746.93
    MESA             AZ   85208          1            07/26/01         23
    0412860736                           03           09/01/01          0
    0412860736                           O            08/01/31
    0


    5238006          E22/G01             F          193,050.00         ZZ
                                         360        192,863.12          1
                                      11.500          1,911.76         99
                                      11.250          1,911.76
    FORT WORTH       TX   76137          1            07/30/01         23
    0412863870                           03           09/01/01          0
    0412863870                           O            08/01/31
    0


    5238007          E22/G01             F           79,700.00         ZZ
                                         360         79,538.26          1
                                       9.375            662.90        100
                                       9.125            662.90
    FARMINGTON       MI   48335          1            07/31/01         23
    0412864464                           01           09/01/01          0
1


    0412864464                           O            08/01/31
    0


    5238012          E22/G01             F          157,550.00         ZZ
                                         360        156,779.35          1
                                       8.875          1,253.54        104
                                       8.625          1,253.54
    CLINTON TWP      MI   48038          1            07/31/01         23
    0412865065                           01           09/01/01          0
    0412865065                           O            08/01/31
    0


    5238017          E22/G01             F          187,450.00         ZZ
                                         360        187,078.01          1
                                       8.875          1,491.44        103
                                       8.625          1,491.44
    ELK GROVE        CA   95624          1            07/26/01         23
    0412866444                           05           09/01/01          0
    0412866444                           O            08/01/31
    0


    5238023          E22/G01             F          144,400.00         ZZ
                                         360        144,179.52          1
                                       9.375          1,201.05         95
                                       9.125          1,201.05
    LANCASTER        TX   75146          1            07/27/01         23
    0412868895                           05           09/01/01          0
    0412868895                           N            08/01/31
    0


    5238025          E22/G01             F           63,100.00         ZZ
                                         360         63,003.66          1
                                       9.375            524.83        107
                                       9.125            524.83
    ADRIAN           MI   49221          1            07/31/01         23
    0412869125                           05           09/01/01          0
    0412869125                           O            08/01/31
    0


    5238030          E22/G01             F           78,350.00         ZZ
                                         360         78,290.90          1
                                      12.625            843.80        100
                                      12.125            843.80
    MENDON           MI   49072          1            07/31/01         23
    0412870867                           05           09/01/01          0
    0412870867                           O            08/01/31
    0


1


    5238032          E22/G01             F          144,900.00         ZZ
                                         360        144,691.33          1
                                      10.125          1,285.01        100
                                       9.875          1,285.01
    PISCATAWAY       NJ   08854          1            07/31/01         23
    0412871832                           05           09/01/01          0
    0412871832                           O            08/01/31
    0


    5238039          E22/G01             F           48,900.00         ZZ
                                         360         48,825.32          1
                                       9.375            406.73        103
                                       9.125            406.73
    FLORENCE         AL   35630          1            07/31/01         23
    0412877599                           05           09/01/01          0
    0412877599                           O            08/01/31
    0


    5238044          E22/G01             F          119,850.00         ZZ
                                         360        119,671.76          1
                                       9.500          1,007.76         95
                                       9.000          1,007.76
    MIDLOTHIAN       TX   76065          1            07/31/01         23
    0412881005                           05           09/01/01          0
    0412881005                           O            08/01/31
    0


    5238048          E22/G01             F          112,000.00         ZZ
                                         360        111,819.83          1
                                       9.125            911.27        105
                                       8.875            911.27
    BURKE            VA   22015          1            07/31/01         23
    0412886798                           01           09/01/01          0
    0412886798                           O            08/01/31
    0


    5238222          U05/G01             F          153,450.00         ZZ
                                         360        153,258.58          1
                                       8.375          1,166.33         99
                                       8.125          1,166.33
    CORAL SPRINGS    FL   33071          1            08/01/01         23
    0433056538                           05           10/01/01          0
    3143577                              O            09/01/31
    0


    5238796          U35/G01             F           69,500.00         ZZ
                                         360         69,431.37          1
                                       9.500            584.39        107
                                       9.250            584.39
1


    APPLETON         WI   54911          1            08/31/01         23
    0433175429                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5238943          E82/G01             F          254,000.00         ZZ
                                         360        253,591.39          1
                                       9.125          2,066.63        106
                                       8.875          2,066.63
    WALDORF          MD   20602          1            07/31/01         23
    0400466819                           05           09/01/01          0
    0400466819                           O            08/01/31
    0


    5239293          700/G01             F          260,277.00         ZZ
                                         360        259,890.84          1
                                       9.000          2,094.25        107
                                       8.750          2,094.25
    DIAMOND BAR      CA   91765          1            08/06/01         23
    0433150661                           05           10/01/01          0
    00260846                             O            09/01/31
    0


    5239726          U05/G01             F           63,300.00         ZZ
                                         360         63,200.81          1
                                       9.250            520.75        103
                                       9.000            520.75
    SHELBYVILLE      IN   46176          1            07/19/01         23
    0433102035                           05           09/01/01          0
    3147403                              O            08/01/31
    0


    5241139          W08/G01             F          148,309.00         ZZ
                                         360        148,187.38          1
                                      10.375          1,342.80        103
                                      10.125          1,342.80
    MIAMI            FL   33178          1            08/06/01         23
    0433157674                           01           10/01/01          0
    010188M                              O            09/01/31
    0


    5241305          J95/G01             F          102,720.00         ZZ
                                         360        102,662.41          1
                                       8.875            817.29        107
                                       8.625            817.29
    GRAND RAPIDS     MI   49504          5            09/13/01         23
    0433210622                           05           11/01/01          0
    0017853847                           O            10/01/31
    0
1




    5241611          G75/G01             F          214,300.00         ZZ
                                         360        214,055.76          1
                                      10.750          2,000.46        103
                                      10.500          2,000.46
    VIRGINIA BEACH   VA   23456          2            07/19/01         23
    0433111663                           05           09/01/01          0
    04377568                             O            08/01/31
    0


    5242185          964/G01             F          152,700.00         ZZ
                                         360        152,545.18          1
                                       9.375          1,270.08        100
                                       9.125          1,270.08
    SALEM            OR   97304          1            08/07/01         23
    0433075413                           05           10/01/01          0
    137411                               O            09/01/31
    0


    5242491          J95/G01             F           74,500.00         ZZ
                                         360         74,413.97          1
                                       8.750            586.09        100
                                       8.500            586.09
    TABORO           NC   27886          1            08/15/01         23
    0433215688                           05           10/01/01          0
    23686033                             O            09/01/31
    0


    5242837          E87/G01             F           87,740.00         ZZ
                                         360         87,653.34          1
                                       9.500            737.77        107
                                       9.250            737.77
    OLNEY            IL   62450          5            08/08/01         23
    0433106929                           05           10/01/01          0
    01050195                             O            09/01/31
    0


    5243781          N67/G01             F          288,400.00         ZZ
                                         360        288,136.86          1
                                       9.875          2,504.32        103
                                       9.625          2,504.32
    ALEXANDRIA       VA   22314          1            08/29/01         23
    0433194800                           01           10/01/01          0
    3250006479                           O            09/01/31
    0


    5244140          808/G01             F          133,500.00         ZZ
                                         360        133,349.75          1
1


                                       8.875          1,062.19        100
                                       8.625          1,062.19
    FONTANA          CA   92336          1            08/06/01         23
    0433101748                           05           10/01/01          0
    9320482                              O            09/01/31
    0


    5244230          664/G01             F          105,823.00         ZZ
                                         360        105,680.13          1
                                       8.000            776.50        107
                                       7.750            776.50
    MEMPHIS          TN   38128          1            08/28/01         23
    0433267507                           05           10/01/01          0
    0008283889                           O            09/01/31
    0


    5246366          E22/G01             F           60,990.00         ZZ
                                         360         60,896.88          1
                                       9.375            507.28        107
                                       9.125            507.28
    MOUNT VERNON     WA   98273          1            07/30/01         23
    0412734071                           05           09/01/01          0
    0412734071                           O            08/01/31
    0


    5246379          E22/G01             F          170,000.00         ZZ
                                         360        169,719.32          1
                                       9.000          1,367.86        100
                                       8.750          1,367.86
    BREWSTER         NY   10509          1            08/01/01         23
    0412793572                           01           09/01/01          0
    0412793572                           O            08/01/31
    0


    5246383          E22/G01             F          106,000.00         ZZ
                                         360        105,850.44          1
                                       9.750            910.70        101
                                       9.500            910.70
    COLUMBIA CITY    IN   46725          5            07/27/01         23
    0412796245                           05           09/01/01          0
    0412796245                           O            08/01/31
    0


    5246388          E22/G01             F           87,550.00         ZZ
                                         360         87,469.78          1
                                      11.750            883.74        103
                                      11.250            883.74
    PICAYUNE         MS   39466          5            07/27/01         23
    0412806234                           05           09/01/01          0
1


    0412806234                           O            08/01/31
    0


    5246393          E22/G01             F          102,000.00         ZZ
                                         360        101,303.26          1
                                       8.750            802.43        100
                                       8.500            802.43
    LADSON           SC   29456          1            08/01/01         23
    0412810954                           05           09/01/01          0
    0412810954                           O            08/01/31
    0


    5246399          E22/G01             F          102,500.00         ZZ
                                         360        102,359.14          1
                                       9.875            890.06        100
                                       9.625            890.06
    RED OAK          IA   51566          1            08/01/01         23
    0412821068                           05           09/01/01          0
    0412821068                           O            08/01/31
    0


    5246412          E22/G01             F          238,000.00         ZZ
                                         360        237,664.17          1
                                       9.750          2,044.79        102
                                       9.500          2,044.79
    SOUTH LYON       MI   48178          2            07/27/01         23
    0412834632                           05           09/01/01          0
    0412834632                           O            08/01/31
    0


    5246413          E22/G01             F          125,145.00         ZZ
                                         360        125,027.75          1
                                       9.750          1,075.19        103
                                       9.250          1,075.19
    MONTCLAIR        CA   91763          1            07/30/01         23
    0412834905                           01           10/01/01          0
    0412834905                           O            09/01/31
    0


    5246431          E22/G01             F          145,000.00         ZZ
                                         360        144,432.99          1
                                       9.000          1,166.70        100
                                       8.750          1,166.70
    CANYON LAKE      TX   78133          1            08/01/01         23
    0412846321                           03           09/01/01          0
    0412846321                           O            08/01/31
    0


1


    5246445          E22/G01             F          130,625.00         ZZ
                                         360        130,370.82          1
                                       9.375          1,086.47         95
                                       9.125          1,086.47
    COLORADO SPRING  CO   80918          1            08/01/01         23
    0412858094                           09           09/01/01          0
    0412858094                           N            08/01/31
    0


    5246454          E22/G01             F          100,600.00         ZZ
                                         360        100,450.38          1
                                       9.500            845.90         95
                                       9.250            845.90
    SWARTZ CREEK     MI   48473          1            08/01/01         23
    0412865008                           05           09/01/01          0
    0412865008                           O            08/01/31
    0


    5246455          E22/G01             F          159,000.00         ZZ
                                         360        158,757.24          1
                                       9.375          1,322.48        100
                                       9.125          1,322.48
    LAKE ST LOUIS    MO   63367          1            08/01/01         23
    0412867376                           03           09/01/01          0
    0412867376                           O            08/01/31
    0


    5246457          E22/G01             F          179,900.00         ZZ
                                         360        179,760.43          2
                                      12.500          1,920.00        100
                                      12.000          1,920.00
    FALL RIVER       MA   02721          1            08/01/01         23
    0412868796                           05           09/01/01          0
    0412868796                           O            08/01/31
    0


    5246635          F34/G01             F          115,000.00         ZZ
                                         360        114,883.40          1
                                       9.375            956.51        100
                                       9.125            956.51
    PEMBROKE PINES   FL   33025          1            08/07/01         23
    0433132529                           09           10/01/01          0
    30107053                             O            09/01/31
    0


    5247569          950/G01             F          144,950.00         ZZ
                                         360        144,653.75          1
                                       9.375          1,205.62        100
                                       9.125          1,205.62
1


    BREMERTON        WA   98312          1            06/25/01         23
    0433041258                           05           08/01/01          0
    E7106039                             O            07/01/31
    0


    5248539          Q99/G01             F          121,250.00         ZZ
                                         360        121,111.82          1
                                      10.750          1,131.85        102
                                      10.500          1,131.85
    GOSHEN           IN   46528          2            07/27/01         23
    0433069002                           05           09/01/01          0
    TROYER                               O            08/01/31
    0


    5248738          E22/G01             F          139,000.00         ZZ
                                         360        138,793.26          1
                                       9.500          1,168.79        100
                                       9.250          1,168.79
    WEST SACRAMENTO  CA   95691          1            07/09/01         23
    0412806788                           05           09/01/01          0
    0412806788                           O            08/01/31
    0


    5248741          E22/G01             F           89,900.00         ZZ
                                         360         89,773.15          1
                                       9.750            772.38        100
                                       9.500            772.38
    GUEYDAN          LA   70542          1            08/02/01         23
    0412809022                           05           09/01/01          0
    0412809022                           O            08/01/31
    0


    5248749          E22/G01             F          142,140.00         ZZ
                                         360        141,934.09          1
                                       9.625          1,208.17        103
                                       9.375          1,208.17
    MIDLOTHIAN       IL   60445          5            07/23/01         23
    0412826604                           05           09/01/01          0
    0412826604                           O            08/01/31
    0


    5248757          E22/G01             F           35,000.00         ZZ
                                         360         34,940.68          1
                                       8.875            278.48        100
                                       8.625            278.48
    FLORENCE         AL   35630          1            08/02/01         23
    0412838625                           05           09/01/01          0
    0412838625                           O            08/01/31
    0
1




    5248765          E22/G01             F          181,500.00         ZZ
                                         360        181,250.89          1
                                       8.250          1,363.55        100
                                       8.000          1,363.55
    RIVERSIDE        CA   92506          1            07/31/01         23
    0412855157                           05           10/01/01          0
    0412855157                           O            09/01/31
    0


    5248770          E22/G01             F          230,000.00         ZZ
                                         360        229,620.28          1
                                       9.000          1,850.63        100
                                       8.750          1,850.63
    WHITTIER         CA   90640          1            07/27/01         23
    0412861569                           05           09/01/01          0
    0412861569                           O            08/01/31
    0


    5248773          E22/G01             F          207,000.00         ZZ
                                         360        206,611.32          1
                                       8.375          1,573.35        104
                                       7.875          1,573.35
    CLOVIS           CA   93611          1            07/25/01         23
    0412863128                           05           09/01/01          0
    0412863128                           O            08/01/31
    0


    5248776          E22/G01             F          110,000.00         ZZ
                                         360        109,882.47          1
                                       9.125            895.00        100
                                       8.875            895.00
    STONE MOUNTAIN   GA   30083          1            08/02/01         23
    0412865776                           05           10/01/01          0
    0412865776                           O            09/01/31
    0


    5248786          E22/G01             F          135,630.00         ZZ
                                         360        135,394.20          1
                                       8.750          1,067.00         99
                                       8.500          1,067.00
    MT. PLEASANT     SC   29464          1            08/02/01         23
    0412879637                           07           09/01/01          0
    0412879637                           O            08/01/31
    0


    5248793          E22/G01             F          174,480.00         ZZ
                                         360        174,168.74          1
1


                                       8.625          1,357.09        107
                                       8.375          1,357.09
    WOODINVILLE      WA   98072          1            07/30/01         23
    0412892903                           01           09/01/01          0
    0412892903                           O            08/01/31
    0


    5248938          808/G01             F          230,000.00         ZZ
                                         360        229,857.04          1
                                       8.375          1,748.17        100
                                       8.125          1,748.17
    HENDERSON        NV   89052          1            09/06/01         23
    0433252830                           05           11/01/01          0
    9503464                              O            10/01/31
    0


    5249253          964/G01             F           88,000.00         ZZ
                                         360         87,910.77          1
                                       9.375            731.94        100
                                       9.125            731.94
    PHOENIX          AZ   85225          1            08/08/01         23
    0433054863                           01           10/01/01          0
    137418                               O            09/01/31
    0


    5249409          G75/G01             F          203,450.00         ZZ
                                         360        203,196.20          1
                                       8.375          1,546.37        105
                                       8.125          1,546.37
    CENTREVILLE      VA   20120          1            08/17/01         23
    0433190964                           09           10/01/01          0
    04362579                             O            09/01/31
    0


    5250168          642/G01             F          123,000.00         ZZ
                                         360        122,861.57          1
                                       8.875            978.64        107
                                       8.625            978.64
    BLOOMINGTON      IL   61701          5            08/09/01         23
    0433102266                           03           10/01/01          0
    07149101                             O            09/01/31
    0


    5250570          642/G01             F           79,715.00         ZZ
                                         360         79,576.40          1
                                       8.750            627.12        107
                                       8.500            627.12
    TRAFFORD         PA   15085          1            07/30/01         23
    0433045093                           05           09/01/01          0
1


    07101901                             O            08/01/31
    0


    5250911          W33/G01             F          102,720.00         ZZ
                                         360        102,567.50          1
                                       9.500            863.73        107
                                       9.250            863.73
    GAS CITY         IN   46933          5            08/09/01         23
    0433157559                           05           09/13/01          0
    0126297                              O            08/13/31
    0


    5251244          Q64/G01             F          169,000.00         ZZ
                                         360        168,690.66          1
                                       8.500          1,299.47        106
                                       8.250          1,299.47
    ORLANDO          FL   32819          1            07/25/01         23
    0433110996                           05           09/01/01          0
    0102095502                           O            08/01/31
    0


    5252798          K15/G01             F           87,500.00         ZZ
                                         360         87,426.30          1
                                      10.250            784.09        103
                                      10.000            784.09
    CLEVELAND        OH   44128          5            08/09/01         23
    0433053352                           05           10/01/01          0
    028605303973                         O            09/01/31
    0


    5252930          U05/G01             F          161,900.00         ZZ
                                         360        161,717.80          1
                                       8.875          1,288.15        105
                                       8.625          1,288.15
    LOXAHATCHEE      FL   33470          1            08/29/01         23
    0433180643                           05           10/01/01          0
    3134776                              O            09/01/31
    0


    5253027          M43/G01             F          100,500.00         ZZ
                                         360        100,389.79          1
                                       9.000            808.65        107
                                       8.750            808.65
    CHESTER          VA   23831          5            08/17/01         23
    0433183258                           05           10/01/01          0
    736276395                            O            09/01/31
    0


1


    5255994          U05/G01             F          234,975.00         ZZ
                                         360        234,723.97          1
                                       9.125          1,911.83        100
                                       8.875          1,911.83
    MESA             AZ   85215          1            08/09/01         23
    0433078219                           03           10/01/01          0
    3156576                              O            09/01/31
    0


    5256006          642/G01             F          108,800.00         ZZ
                                         360        108,670.25          1
                                       8.750            855.93         99
                                       8.500            855.93
    FARMINGTON       NM   87401          5            08/07/01         23
    0433110780                           05           10/01/01          0
    06135301                             O            09/01/31
    0


    5256178          664/G01             F          169,950.00         ZZ
                                         360        169,798.99          1
                                      10.000          1,491.44        103
                                       9.750          1,491.44
    PUYALLUP         WA   98373          2            08/09/01         23
    0433191236                           05           10/01/01          0
    0008097743                           O            09/01/31
    0


    5256573          003/G01             F           71,250.00         ZZ
                                         360         71,092.54          1
                                       9.000            573.30         95
                                       8.750            573.30
    ATLANTA          GA   30314          1            06/15/01         23
    0433115094                           05           08/01/01          0
    0021499298                           N            07/01/31
    0


    5256859          J95/G01             F           58,850.00         ZZ
                                         360         58,791.87          1
                                       9.500            494.85        107
                                       9.250            494.85
    MT IRON          MN   55768          1            08/20/01         23
    0433128444                           05           10/01/01          0
    0027333475                           O            09/01/31
    0


    5257028          K15/G01             F           78,200.00         ZZ
                                         360         78,151.15          1
                                      11.625            781.87        103
                                      11.375            781.87
1


    ST LOUIS         MO   63110          5            08/10/01         23
    0433102555                           05           10/01/01          0
    027505307016                         O            09/01/31
    0


    5257039          808/G01             F           74,100.00         ZZ
                                         360         73,707.76          1
                                       8.500            569.77         95
                                       8.250            569.77
    BARSTOW          CA   92311          1            08/16/01         23
    0433162971                           05           10/01/01          0
    9320679                              O            09/01/31
    0


    5257515          R17/G01             F          133,900.00         ZZ
                                         360        133,771.95          1
                                      12.875          1,468.14        103
                                      12.625          1,468.14
    NORTHGLEN        CO   80234          1            06/15/01         23
    0433107232                           09           08/01/01          0
    1000041918                           O            07/01/31
    0


    5257836          685/G01             F          158,000.00         ZZ
                                         360        157,817.52          1
                                       8.750          1,242.99        100
                                       8.500          1,242.99
    AGOURA HILLS AR  CA   91377          1            08/17/01         23
    0433128642                           01           10/01/01          0
    126449                               O            09/01/31
    0


    5258161          Q78/G01             F          374,500.00         ZZ
                                         360        373,540.07          1
                                       9.375          3,114.91        107
                                       9.125          3,114.91
    FRANKLIN         TN   37067          5            07/25/01         23
    0433055977                           05           09/01/01          0
    689599                               O            08/01/31
    0


    5258535          Q78/G01             F          128,400.00         ZZ
                                         360        128,192.56          1
                                       9.125          1,044.71        107
                                       8.875          1,044.71
    NEENAH           WI   54956          2            07/25/01         23
    0433055951                           05           09/01/01          0
    689187                               O            08/01/31
    0
1




    5258803          T17/G01             F           68,480.00         T
                                         360         38,127.78          1
                                       9.750            588.35        107
                                       9.500            588.35
    CORAL SPRINGS    FL   33065          1            08/15/01         23
    0433154903                           01           09/13/01          0
    01070744                             O            08/13/31
    0


    5259117          W33/G01             F           55,640.00         ZZ
                                         360         55,552.79          1
                                       9.250            457.74        107
                                       9.000            457.74
    EVANSVILLE       IN   47710          1            08/10/01         23
    0433161890                           05           09/09/01          0
    0126588                              O            08/09/31
    0


    5262371          N67/G01             F          143,000.00         ZZ
                                         360        142,701.95          1
                                       9.250          1,176.43        100
                                       9.000          1,176.43
    FEDERAL WAY      WA   98023          1            07/18/01         23
    0433079308                           05           09/01/01          0
    1780007183                           O            08/01/31
    0


    5262716          J95/G01             F          175,900.00         ZZ
                                         360        175,691.54          1
                                       8.625          1,368.14        105
                                       8.375          1,368.14
    PUYALLUP         WA   98374          1            08/09/01         23
    0433165701                           05           10/01/01          0
    0027389048                           O            09/01/31
    0


    5262920          964/G01             F          226,600.00         ZZ
                                         360        226,357.91          1
                                       9.125          1,843.69        103
                                       8.875          1,843.69
    SUISUN CITY      CA   94585          1            08/13/01         23
    0433076122                           05           10/01/01          0
    139667                               O            09/01/31
    0


    5263650          964/G01             F          225,000.00         ZZ
                                         360        224,765.82          1
1


                                       9.250          1,851.02        100
                                       9.000          1,851.02
    AMERICAN CANYON  CA   94503          1            08/10/01         23
    0433075421                           05           10/01/01          0
    139367                               O            09/01/31
    0


    5263858          B57/G01             F          330,000.00         ZZ
                                         360        329,647.44          1
                                       9.125          2,684.99        100
                                       8.875          2,684.99
    LOS ANGELES      CA   91364          1            08/09/01         23
    0433198686                           05           10/01/01          0
    2115999                              O            09/01/31
    0


    5263887          808/G01             F          311,000.00         ZZ
                                         360        310,602.01          1
                                       8.250          2,336.44        104
                                       8.000          2,336.44
    GARDEN GROVE     CA   92841          1            08/17/01         23
    0433194537                           05           10/01/01          0
    3320742                              O            09/01/31
    0


    5263889          737/G01             F          228,750.00         ZZ
                                         360        228,492.57          1
                                       8.875          1,820.04        107
                                       8.625          1,820.04
    SCOTTSDALE       AZ   85260          1            08/09/01         23
    0433198777                           05           10/01/01          0
    2031109                              O            09/01/31
    0


    5264013          940/G01             F          179,550.00         ZZ
                                         360        179,367.94          1
                                       9.375          1,493.41         95
                                       9.125          1,493.41
    RANCHO CUCAMONG  CA   91730          1            08/13/01         23
    0433136843                           05           10/01/01          0
    23010179                             O            09/01/31
    0


    5264056          940/G01             F           95,790.00         ZZ
                                         360         95,751.93          1
                                      10.500            876.23        103
                                      10.250            876.23
    HEMET            CA   92544          1            09/10/01         23
    0433234333                           05           11/01/01          0
1


    64010007                             O            10/01/31
    0


    5264201          940/G01             F          307,573.00         ZZ
                                         360        306,379.67          1
                                       8.750          2,419.68        104
                                       8.500          2,419.68
    CHINO HILLS      CA   91709          1            08/07/01         23
    0433097532                           05           10/01/01          0
    40010818                             O            09/01/31
    0


    5265500          E22/G01             F          105,000.00         ZZ
                                         360        104,826.66          1
                                       9.000            844.85        100
                                       8.500            844.85
    PALMDALE         CA   93550          1            07/18/01         23
    0412773814                           05           09/01/01          0
    0412773814                           O            08/01/31
    0


    5265521          E22/G01             F          144,100.00         ZZ
                                         360        143,917.17          1
                                      10.250          1,291.28        101
                                      10.000          1,291.28
    COUNCIL BLUFFS   IA   51503          5            07/23/01         23
    0412808966                           05           09/01/01          0
    0412808966                           O            08/01/31
    0


    5265536          E22/G01             F          118,500.00         ZZ
                                         360        118,337.17          1
                                       9.875          1,028.99         98
                                       9.625          1,028.99
    COUNCIL BLUFFS   IA   51503          9            07/19/01         23
    0412831497                           05           09/01/01          0
    0412831497                           O            08/01/31
    0


    5265538          E22/G01             F          144,450.00         ZZ
                                         360        144,278.81          1
                                       8.625          1,123.52        107
                                       8.375          1,123.52
    PEORIA           AZ   85345          2            07/30/01         23
    0412835563                           05           10/01/01          0
    0412835563                           O            09/01/31
    0


1


    5265545          E22/G01             F          299,600.00         ZZ
                                         360        299,154.39          1
                                       9.500          2,519.20        107
                                       9.250          2,519.20
    GLENDALE HEIGHT  IL   60139          9            07/31/01         23
    0412841967                           05           09/01/01          0
    0412841967                           O            08/01/31
    0


    5265557          E22/G01             F          107,000.00         ZZ
                                         360        106,832.30          1
                                       9.250            880.26        100
                                       9.000            880.26
    BELLEVUE         NE   68123          1            08/06/01         23
    0412850398                           05           09/01/01          0
    0412850398                           O            08/01/31
    0


    5265566          E22/G01             F          150,480.00         ZZ
                                         360        150,244.16          1
                                       9.250          1,237.96         99
                                       8.750          1,237.96
    CARSON CITY      NV   89701          1            08/01/01         23
    0412856692                           05           09/01/01          0
    0412856692                           O            08/01/31
    0


    5265578          E22/G01             F          105,930.00         ZZ
                                         360        105,741.03          1
                                       8.625            823.91        107
                                       8.125            823.91
    CLEARWATER       FL   33763          5            08/01/01         23
    0412863193                           03           09/01/01          0
    0412863193                           O            08/01/31
    0


    5265584          E22/G01             F          272,950.00         ZZ
                                         360        272,564.86          1
                                       9.750          2,345.06        103
                                       9.500          2,345.06
    LOMBARD          IL   60148          5            07/31/01         23
    0412864910                           05           09/01/01          0
    0412864910                           O            08/01/31
    0


    5265596          E22/G01             F          146,000.00         ZZ
                                         360        145,726.55          1
                                       8.375          1,109.71        106
                                       7.875          1,109.71
1


    NORTH HILLS      CA   91343          1            08/02/01         23
    0412872657                           01           10/01/01          0
    0412872657                           O            09/01/31
    0


    5265606          E22/G01             F           72,000.00         ZZ
                                         360         71,890.07          1
                                       9.375            598.86        100
                                       9.125            598.86
    BAY SAINT LOUIS  MS   39520          1            08/03/01         23
    0412877714                           05           09/01/01          0
    0412877714                           O            08/01/31
    0


    5265615          E22/G01             F           69,550.00         ZZ
                                         360         69,467.59          1
                                       8.625            540.95        107
                                       8.125            540.95
    EASTON           PA   18042          1            08/06/01         23
    0412885204                           05           10/01/01          0
    0412885204                           O            09/01/31
    0


    5265620          E22/G01             F          192,250.00         ZZ
                                         360        192,016.24          1
                                       8.500          1,478.24        105
                                       8.250          1,478.24
    OAKDALE          CA   95361          1            08/02/01         23
    0412891988                           05           10/01/01          0
    0412891988                           O            09/01/31
    0


    5265622          E22/G01             F          126,126.00         ZZ
                                         360        125,952.68          1
                                       9.875          1,095.21         99
                                       9.375          1,095.21
    CLEARWATER       FL   33759          1            08/06/01         23
    0412894966                           05           09/01/01          0
    0412894966                           O            08/01/31
    0


    5267457          E22/G01             F          206,800.00         ZZ
                                         360        206,458.57          1
                                       9.000          1,663.96        105
                                       8.750          1,663.96
    MANCHESTER TOWN  NJ   08757          1            08/03/01         23
    0412698631                           05           09/01/01          0
    0412698631                           O            08/01/31
    0
1




    5267461          E22/G01             F          166,000.00         ZZ
                                         360        165,753.10          1
                                       9.500          1,395.82        100
                                       9.250          1,395.82
    RADCLIFF         KY   40160          1            08/03/01         23
    0412749780                           05           09/01/01          0
    0412749780                           O            08/01/31
    0


    5267469          E22/G01             F           69,525.00         ZZ
                                         360         69,439.13          1
                                      10.375            629.48        103
                                      10.125            629.48
    CENTRALIA        IL   62801          1            08/03/01         23
    0412794190                           05           09/01/01          0
    0412794190                           O            08/01/31
    0


    5267470          E22/G01             F           78,900.00         ZZ
                                         360         78,766.32          1
                                       8.875            627.76        106
                                       8.375            627.76
    TAMPA            FL   33607          1            08/03/01         23
    0412796096                           01           09/01/01          0
    0412796096                           O            08/01/31
    0


    5267490          E22/G01             F          114,900.00         ZZ
                                         360        114,719.94          1
                                       9.250            945.25        100
                                       9.000            945.25
    GARDEN CITY      MI   48135          1            08/03/01         23
    0412831885                           05           09/01/01          0
    0412831885                           O            08/01/31
    0


    5267496          E22/G01             F          397,000.00         ZZ
                                         360        396,269.33          1
                                       8.750          3,123.20        103
                                       8.500          3,123.20
    ELK GROVE        CA   95624          1            07/25/01         23
    0412842569                           05           09/01/01          0
    0412842569                           O            08/01/31
    0


    5267499          E22/G01             F          138,100.00         ZZ
                                         360        137,899.92          1
1


                                       9.625          1,173.84        100
                                       9.375          1,173.84
    ST. PAUL         MN   55119          1            08/03/01         23
    0412846644                           05           09/01/01          0
    0412846644                           O            08/01/31
    0


    5267514          E22/G01             F          157,000.00         ZZ
                                         360        156,836.59          1
                                       9.250          1,291.60        105
                                       9.000          1,291.60
    ROCKY HILL       CT   06067          1            08/03/01         23
    0412863334                           01           10/01/01          0
    0412863334                           O            09/01/31
    0


    5267528          E22/G01             F          115,100.00         ZZ
                                         360        114,973.79          1
                                       9.000            926.12        104
                                       8.750            926.12
    CONCORD          NC   28027          1            08/03/01         23
    0412874059                           03           10/01/01          0
    0412874059                           O            09/01/31
    0


    5267533          E22/G01             F          141,110.00         ZZ
                                         360        140,953.49          1
                                      10.875          1,330.51        103
                                      10.375          1,330.51
    MIAMI            FL   33186          1            08/03/01         23
    0412875775                           03           09/01/01          0
    0412875775                           O            08/01/31
    0


    5267536          E22/G01             F           81,350.00         ZZ
                                         360         81,241.15          1
                                      10.000            713.90        103
                                       9.750            713.90
    HAMMOND          LA   70403          1            08/03/01         23
    0412881054                           05           09/01/01          0
    0412881054                           O            08/01/31
    0


    5267538          E22/G01             F           81,700.00         ZZ
                                         360         81,575.25          1
                                       9.375            679.54         95
                                       9.125            679.54
    DETROIT          MI   48236          1            08/03/01         23
    0412881492                           05           09/01/01          0
1


    0412881492                           N            08/01/31
    0


    5267545          E22/G01             F           65,340.00         ZZ
                                         360         65,245.35          1
                                       9.625            555.38         99
                                       9.125            555.38
    GUN BARRELL CIT  TX   75147          1            08/02/01         23
    0412889131                           05           09/01/01          0
    0412889131                           O            08/01/31
    0


    5267546          E22/G01             F          110,100.00         ZZ
                                         360        109,922.88          1
                                       9.125            895.81        107
                                       8.875            895.81
    ELKHART          IN   46516          1            08/03/01         23
    0412891186                           05           09/01/01          0
    0412891186                           O            08/01/31
    0


    5267555          E22/G01             F          103,000.00         ZZ
                                         360        102,887.06          1
                                       9.000            828.76        103
                                       8.750            828.76
    BRUSH            CO   80723          1            08/03/01         23
    0412905424                           05           10/01/01          0
    0412905424                           O            09/01/31
    0


    5269624          J95/G01             F          170,000.00         ZZ
                                         360        169,798.53          1
                                       8.625          1,322.25        104
                                       8.375          1,322.25
    NEWBERG          OR   97132          1            08/20/01         23
    0433210580                           05           10/01/01          0
    0027310648                           O            09/01/31
    0


    5270140          685/G01             F          247,000.00         ZZ
                                         360        246,756.06          1
                                       9.500          2,076.91        106
                                       9.250          2,076.91
    ONTARIO          CA   91761          5            08/10/01         23
    0433119716                           05           10/01/01          0
    126421                               O            09/01/31
    0


1


    5271771          Q64/G01             F           83,000.00         ZZ
                                         360         82,876.54          1
                                       9.500            697.91        100
                                       9.250            697.91
    PORT ST LUCIE    FL   34982          1            07/27/01         23
    0433055563                           05           09/01/01          0
    0102227501                           O            08/01/31
    0


    5272172          N67/G01             F          175,100.00         ZZ
                                         360        174,825.58          1
                                       9.250          1,440.50        100
                                       9.000          1,440.50
    GRAND PRAIRIE    TX   75052          1            07/25/01         23
    0433060332                           05           09/01/01          0
    1160004516                           O            08/01/31
    0


    5272302          808/G01             F          253,000.00         ZZ
                                         360        252,722.56          2
                                       9.000          2,035.70        100
                                       8.750          2,035.70
    LOS ANGELES      CA   90003          1            08/13/01         23
    0433194438                           05           10/01/01          0
    9320121                              O            09/01/31
    0


    5273470          U96/G01             F          220,000.00         ZZ
                                         360        219,745.93          1
                                       8.750          1,730.74        100
                                       8.500          1,730.74
    WAHIAWA          HI   96786          1            08/20/01         23
    0433150224                           05           10/01/01          0
    10800014                             O            09/01/31
    0


    5273553          J95/G01             F          356,940.00         ZZ
                                         360        356,527.78          1
                                       8.750          2,808.05        104
                                       8.500          2,808.05
    KIRKLAND         WA   98034          1            08/10/01         23
    0433118379                           05           10/01/01          0
    0027089564                           O            09/01/31
    0


    5273667          L16/G01             F          105,000.00         ZZ
                                         360        104,881.83          1
                                       8.875            835.43        100
                                       8.625            835.43
1


    GERING           NE   69341          1            08/13/01         23
    0433106622                           05           10/01/01          0
    W0108002                             O            09/01/31
    0


    5273775          808/G01             F          280,000.00         ZZ
                                         360        279,550.00          1
                                       8.375          2,128.21        104
                                       8.125          2,128.21
    ANAHEIM          CA   92806          1            08/15/01         23
    0433153541                           05           10/01/01          0
    9422509                              O            09/01/31
    0


    5273869          644/G01             F          256,000.00         ZZ
                                         360        255,519.33          1
                                       8.375          1,945.78        106
                                       8.125          1,945.78
    WILSONVILLE      OR   97070          1            07/24/01         23
    0433136033                           03           09/01/01          0
    48003669                             O            08/01/31
    0


    5274248          K15/G01             F          133,800.00         ZZ
                                         360        133,698.80          1
                                      10.750          1,249.00        103
                                      10.500          1,249.00
    TACOMA           WA   98408          5            08/10/01         23
    0433102456                           05           10/01/01          0
    027505307047                         O            09/01/31
    0


    5274271          642/G01             F          165,850.00         ZZ
                                         360        165,530.53          1
                                       8.250          1,245.98        106
                                       8.000          1,245.98
    MODESTO          CA   95355          2            07/27/01         23
    0433044146                           05           09/01/01          0
    07174201                             O            08/01/31
    0


    5274858          642/G01             F           85,490.00         ZZ
                                         360         85,419.90          1
                                      10.375            774.03        103
                                      10.125            774.03
    SAVANNAH         GA   31415          5            08/08/01         23
    0433099355                           05           10/01/01          0
    03198801                             O            09/01/31
    0
1




    5275206          964/G01             F          166,500.00         ZZ
                                         360        166,312.63          1
                                       8.875          1,324.75        100
                                       8.625          1,324.75
    LAS VEGAS        NV   89135          1            08/13/01         23
    0433082518                           03           10/01/01          0
    139925                               O            09/01/31
    0


    5275603          808/G01             F          173,340.00         ZZ
                                         360        173,232.26          1
                                       8.375          1,317.51        107
                                       8.125          1,317.51
    LOS ANGELES      CA   90018          1            09/06/01         23
    0433234275                           05           11/01/01          0
    9503391                              O            10/01/31
    0


    5275722          E22/G01             F          126,000.00         ZZ
                                         360        125,686.53          1
                                       8.875          1,002.51        107
                                       8.375          1,002.51
    PORT SAINT LUCI  FL   34986          1            08/07/01         23
    0412664534                           03           09/01/01          0
    0412664534                           O            08/01/31
    0


    5275733          E22/G01             F          119,500.00         ZZ
                                         360        119,388.04          1
                                       9.750          1,026.69        100
                                       9.500          1,026.69
    BATON ROUGE      LA   70816          1            08/07/01         23
    0412785180                           05           10/01/01          0
    0412785180                           O            09/01/31
    0


    5275751          E22/G01             F          154,500.00         ZZ
                                         360        154,369.86          1
                                      10.250          1,384.48        103
                                      10.000          1,384.48
    MADERA           CA   93637          1            08/01/01         23
    0412837411                           05           10/01/01          0
    0412837411                           O            09/01/31
    0


    5275779          E22/G01             F           76,500.00         ZZ
                                         360         76,360.28          1
1


                                       9.250            629.35        100
                                       8.750            629.35
    PORTERVILLE      CA   93257          1            07/30/01         23
    0412862823                           05           10/01/01          0
    0412862823                           O            09/01/31
    0


    5275781          E22/G01             F           55,100.00         ZZ
                                         360         55,037.99          1
                                       8.875            438.40         95
                                       8.625            438.40
    ADRIAN           MI   49221          1            08/07/01         23
    0412864936                           05           10/01/01          0
    0412864936                           N            09/01/31
    0


    5275782          E22/G01             F           27,400.00         ZZ
                                         360         27,358.16          2
                                       9.375            227.90         95
                                       9.125            227.90
    SAGINAW          MI   48602          1            08/07/01         23
    0412865362                           05           09/01/01          0
    0412865362                           N            08/01/31
    0


    5275797          E22/G01             F          181,900.00         ZZ
                                         360        181,695.29          1
                                       8.875          1,447.28        107
                                       8.625          1,447.28
    CHEYENNE         WY   82001          5            08/01/01         23
    0412874000                           05           10/01/01          0
    0412874000                           O            09/01/31
    0


    5275807          E22/G01             F           96,000.00         ZZ
                                         360         95,940.01          1
                                      11.625            959.85        103
                                      11.125            959.85
    COVINGTON        LA   70433          1            08/07/01         23
    0412880338                           05           10/01/01          0
    0412880338                           O            09/01/31
    0


    5275811          E22/G01             F          120,000.00         ZZ
                                         360        119,858.20          1
                                       8.750            944.04        103
                                       8.250            944.04
    FONTANA          CA   92337          1            08/02/01         23
    0412882912                           05           10/01/01          0
1


    0412882912                           O            09/01/31
    0


    5275813          E22/G01             F          235,400.00         ZZ
                                         360        235,040.57          1
                                       9.375          1,957.94        107
                                       9.125          1,957.94
    KANSAS CITY      KS   66109          1            08/03/01         23
    0412884041                           05           09/01/01          0
    0412884041                           O            08/01/31
    0


    5275815          E22/G01             F          141,800.00         ZZ
                                         360        141,656.22          1
                                       9.375          1,179.42         95
                                       9.125          1,179.42
    WEST GREENWICH   RI   02817          1            08/07/01         23
    0412884967                           05           10/01/01          0
    0412884967                           N            09/01/31
    0


    5275816          E22/G01             F          161,400.00         ZZ
                                         360        161,236.36          1
                                       9.375          1,342.44         95
                                       9.125          1,342.44
    WEST GREENWICH   RI   02817          1            08/07/01         23
    0412885337                           05           10/01/01          0
    0412885337                           N            09/01/31
    0


    5275820          E22/G01             F          155,000.00         ZZ
                                         360        154,798.00          1
                                      10.125          1,374.58        102
                                       9.625          1,374.58
    CARSON CITY      NV   89701          1            08/03/01         23
    0412890246                           05           09/01/01          0
    0412890246                           O            08/01/31
    0


    5275892          E82/G01             F          113,300.00         ZZ
                                         360        113,191.01          1
                                       9.625            963.04        103
                                       9.375            963.04
    NEW PALTZ        NY   12561          1            08/08/01         23
    0400459475                           05           10/01/01          0
    0400459475                           O            09/01/31
    0


1


    5276200          U05/G01             F          319,300.00         ZZ
                                         360        318,921.62          1
                                       8.625          2,483.48        100
                                       8.375          2,483.48
    WASHINGTON       DC   20009          1            08/09/01         23
    0433080298                           01           10/01/01          0
    3150455                              O            09/01/31
    0


    5276301          U05/G01             F           65,050.00         ZZ
                                         360         64,980.50          1
                                       9.125            529.27         95
                                       8.875            529.27
    ARCADIA          FL   34266          1            08/27/01         23
    0433162591                           05           10/01/01          0
    3159080                              N            09/01/31
    0


    5277337          642/G01             F          222,150.00         ZZ
                                         360        221,906.40          1
                                       9.000          1,787.47        106
                                       8.750          1,787.47
    COLUMBIA         MO   65203          5            08/09/01         23
    0433101201                           05           10/01/01          0
    07185101                             O            09/01/31
    0


    5277871          K15/G01             F          118,400.00         ZZ
                                         360        118,288.49          1
                                      11.625          1,183.81        103
                                      11.375          1,183.81
    NASHVILLE        TN   37206          2            07/26/01         23
    0433119039                           05           09/01/01          0
    003805301862                         O            08/01/31
    0


    5280156          940/G01             F          169,900.00         ZZ
                                         360        169,693.43          1
                                       8.500          1,306.38        100
                                       8.250          1,306.38
    RANCHO CUCAMONG  CA   91730          1            08/29/01         23
    0433215340                           05           10/01/01          0
    40010850                             O            09/01/31
    0


    5280361          003/G01             F          203,800.00         ZZ
                                         360        203,404.74          1
                                       9.625          1,732.28         99
                                       9.375          1,732.28
1


    MARIETTA         GA   30064          1            06/29/01         23
    0433278421                           03           08/01/01          0
    0021478789                           O            07/01/31
    0


    5280468          N67/G01             F          169,000.00         ZZ
                                         360        168,143.01          1
                                       9.125          1,375.04        107
                                       8.875          1,375.04
    PHOENIX          AZ   85043          1            08/24/01         23
    0433188141                           03           10/01/01          0
    1780007789                           O            09/01/31
    0


    5280743          253/G01             F          124,402.00         ZZ
                                         360        124,207.01          1
                                       9.250          1,023.43         95
                                       9.000          1,023.43
    CEDAR HILL       TX   75104          1            07/23/01         23
    0433046091                           05           09/01/01          0
    97210                                N            08/01/31
    0


    5281062          B57/G01             F          134,500.00         ZZ
                                         360        134,344.68          1
                                       8.750          1,058.11        105
                                       8.500          1,058.11
    LOS ANGELES      CA   91303          1            08/10/01         23
    0433127164                           01           10/01/01          0
    2115825                              O            09/01/31
    0


    5281163          K15/G01             F          147,200.00         ZZ
                                         360        147,102.82          1
                                      11.375          1,443.69        103
                                      11.125          1,443.69
    EASTPOINTE       MI   48021          5            08/13/01         23
    0433100443                           05           10/01/01          0
    035605303355                         O            09/01/31
    0


    5281940          K15/G01             F           83,400.00         ZZ
                                         360         83,315.43          1
                                       9.375            693.68        103
                                       9.125            693.68
    GREENVILLE       OH   45331          5            08/10/01         23
    0433113214                           05           10/01/01          0
    002780005302551                      O            09/01/31
    0
1




    5282144          588/G01             F          149,350.00         ZZ
                                         360        149,210.07          1
                                       9.750          1,283.15        103
                                       9.500          1,283.15
    MIDDLE SMITHFIE  PA   18301          1            08/24/01         23
    0433244811                           05           10/01/01          0
    00010474970                          O            09/01/31
    0


    5283604          K15/G01             F          104,400.00         ZZ
                                         360        104,232.00          1
                                      11.500          1,033.86        103
                                      11.250          1,033.86
    BATON ROUGE      LA   70811          5            08/10/01         23
    0433100286                           05           10/01/01          0
    000805304226                         O            09/01/31
    0


    5284285          S02/G01             F          169,900.00         ZZ
                                         360        169,633.71          1
                                       9.250          1,397.73        100
                                       9.000          1,397.73
    HERRIMAN         UT   84065          1            07/26/01         23
    0433081395                           05           09/01/01          0
    01106395                             O            08/01/31
    0


    5284732          E87/G01             F           69,525.00         ZZ
                                         360         69,477.84          1
                                      11.250            675.27        103
                                      11.000            675.27
    EVANSVILLE       IN   47714          1            08/16/01         23
    0433173788                           05           10/01/01          0
    01080164                             O            09/01/31
    0


    5285619          561/G01             F           73,250.00         ZZ
                                         360         73,141.04          1
                                       9.500            615.93        107
                                       9.250            615.93
    DOVER            PA   17315          1            07/30/01         23
    0433098654                           01           09/01/01          0
    18693168                             O            08/01/31
    0


    5285748          286/G01             F           80,250.00         ZZ
                                         360         80,094.34          1
1


                                       9.625            682.12         95
                                       9.375            682.12
    BALTIMORE        MD   21207          1            06/27/01         23
    0433099066                           05           08/01/01          0
    0000398408                           N            07/01/31
    0


    5287821          E22/G01             F          108,150.00         ZZ
                                         360        108,015.09          1
                                       8.375            822.02        103
                                       7.875            822.02
    GLENDALE         AZ   85301          5            08/03/01         23
    0412783458                           05           10/01/01          0
    0412783458                           O            09/01/31
    0


    5287823          E22/G01             F          392,500.00         ZZ
                                         360        392,010.38          1
                                       8.375          2,983.28        104
                                       8.125          2,983.28
    SUNNYVALE        CA   94086          1            08/02/01         23
    0412787970                           01           10/01/01          0
    0412787970                           O            09/01/31
    0


    5287853          E22/G01             F          267,800.00         ZZ
                                         360        267,490.74          1
                                       8.750          2,106.78        103
                                       8.500          2,106.78
    SANTA ROSA       CA   95404          1            08/02/01         23
    0412849721                           05           10/01/01          0
    0412849721                           O            09/01/31
    0


    5287858          E22/G01             F          187,475.00         ZZ
                                         360        187,253.51          1
                                       8.875          1,491.64        105
                                       8.625          1,491.64
    LAKEPORT         CA   95453          1            07/27/01         23
    0412861577                           05           10/01/01          0
    0412861577                           O            09/01/31
    0


    5287863          E22/G01             F          255,195.00         ZZ
                                         360        254,884.71          1
                                       8.500          1,962.23        107
                                       8.250          1,962.23
    LONG BEACH       CA   90803          1            08/01/01         23
    0412867699                           01           10/01/01          0
1


    0412867699                           O            09/01/31
    0


    5287889          E22/G01             F          228,000.00         ZZ
                                         360        227,743.42          1
                                       8.875          1,814.07        107
                                       8.625          1,814.07
    LINCOLN          CA   95648          1            08/03/01         23
    0412892598                           05           10/01/01          0
    0412892598                           O            09/01/31
    0


    5288311          737/G01             F          124,900.00         ZZ
                                         360        124,709.28          1
                                       9.375          1,038.86        100
                                       9.125          1,038.86
    DALLAS           TX   75218          1            07/25/01         23
    0433165990                           05           09/01/01          0
    9999999                              O            08/01/31
    0


    5289404          948/G01             F           57,000.00         ZZ
                                         360         56,942.20          1
                                       9.375            474.10         95
                                       9.125            474.10
    LIMA             OH   45805          1            08/16/01         23
    0433183241                           05           10/01/01          0
    60185                                N            09/01/31
    0


    5289731          964/G01             F          134,400.00         ZZ
                                         360        134,252.63          1
                                       9.000          1,081.41        104
                                       8.750          1,081.41
    DENVER           CO   80231          1            08/15/01         23
    0433158524                           01           10/01/01          0
    139947                               O            09/01/31
    0


    5290739          642/G01             F           68,875.00         ZZ
                                         360         68,839.29          1
                                       9.250            566.62         95
                                       9.000            566.62
    NAZARETH         PA   18064          1            09/11/01         23
    0433220860                           07           11/01/01          0
    07124301                             N            10/01/31
    0


1


    5290778          U35/G01             F           73,400.00         ZZ
                                         360         73,325.59          1
                                       9.375            610.50        105
                                       9.125            610.50
    MONDOVI          WI   54755          1            08/15/01         23
    0433153020                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5290846          L96/G01             F          195,000.00         ZZ
                                         360        194,774.80          1
                                       8.750          1,534.07        100
                                       8.500          1,534.07
    LOS ANGELES      CA   91335          1            08/23/01         23
    0433245057                           05           10/01/01          0
    0488117                              O            09/01/31
    0


    5291663          J40/G01             F           66,950.00         ZZ
                                         360         66,909.30          1
                                      11.750            675.80        103
                                      11.500            675.80
    MEMPHIS          TN   38128          1            08/24/01         23
    0433215597                           01           10/01/01          0
    1063090                              O            09/01/31
    0


    5292364          B57/G01             F          171,200.00         ZZ
                                         360        171,007.35          1
                                       8.875          1,362.14        107
                                       8.625          1,362.14
    INGLEWOOD        CA   90302          5            08/24/01         23
    0433233665                           01           10/01/01          0
    2115335                              O            09/01/31
    0


    5292407          E87/G01             F           96,835.00         ZZ
                                         360         96,723.48          1
                                       9.500            814.24        107
                                       9.250            814.24
    LA GRANDE        OR   97850          2            08/16/01         23
    0433155306                           05           10/01/01          0
    01060132                             O            09/01/31
    0


    5292536          664/G01             F           98,900.00         ZZ
                                         360         98,791.53          1
                                       9.000            795.78        107
                                       8.750            795.78
1


    CINCINNATI       OH   45224          1            08/22/01         23
    0433235363                           05           10/01/01          0
    0008298374                           O            09/01/31
    0


    5292541          737/G01             F          179,200.00         ZZ
                                         360        179,081.72          1
                                      11.375          1,757.53        103
                                      11.125          1,757.53
    MCDONOUGH        GA   30252          1            08/17/01         23
    0433165974                           05           10/01/01          0
    2034441                              O            09/01/31
    0


    5292813          J95/G01             F           85,600.00         ZZ
                                         360         85,546.79          1
                                       8.375            650.63        107
                                       8.125            650.63
    THE DALLES       OR   97058          1            09/05/01         23
    0433225489                           05           11/01/01          0
    0027448471                           O            10/01/31
    0


    5293607          624/G01             F          189,600.00         ZZ
                                         360        189,381.04          1
                                       8.750          1,491.58        104
                                       8.500          1,491.58
    SANTA MARIA      CA   93454          1            08/01/01         23
    0433057676                           05           10/01/01          0
    46500210383F                         O            09/01/31
    0


    5294046          Q78/G01             F           87,550.00         ZZ
                                         360         87,474.24          1
                                      10.125            776.42        103
                                       9.875            776.42
    MARION           OH   43302          2            07/30/01         23
    0433077773                           05           10/01/01          0
    689803                               O            09/01/31
    0


    5295181          K15/G01             F          113,300.00         ZZ
                                         360        113,187.28          1
                                      11.375          1,111.21        103
                                      11.125          1,111.21
    DAWSONVILLE      GA   30534          5            07/16/01         23
    0433100310                           05           09/01/01          0
    206605312483                         O            08/01/31
    0
1




    5296113          147/G01             F          176,100.00         ZZ
                                         360        175,463.58          1
                                       8.875          1,401.14        100
                                       8.625          1,401.14
    GOLDEN           CO   80403          1            08/14/01         23
    0433107695                           05           10/01/01          0
    5199795                              O            09/01/31
    0


    5297048          G27/G01             F          103,000.00         ZZ
                                         360        102,908.48          1
                                      10.000            903.90        103
                                       9.750            903.90
    BAKERSFIELD      CA   93304          5            08/15/01         23
    0433165651                           05           10/01/01          0
    20301096                             O            09/01/31
    0


    5298338          E22/G01             F          218,280.00         ZZ
                                         360        217,993.47          1
                                       8.125          1,620.72        107
                                       7.875          1,620.72
    MIDLOTHIAN       TX   76065          1            08/09/01         23
    0412822868                           05           10/01/01          0
    0412822868                           O            09/01/31
    0


    5298345          E22/G01             F          300,000.00         ZZ
                                         360        299,625.76          1
                                       8.375          2,280.22        104
                                       7.875          2,280.22
    OCEANSIDE        CA   92057          1            07/31/01         23
    0412842221                           03           10/01/01          0
    0412842221                           O            09/01/31
    0


    5298347          E22/G01             F          324,650.00         ZZ
                                         360        324,284.65          1
                                       8.875          2,583.06        100
                                       8.625          2,583.06
    LIVERMORE        CA   94550          1            07/27/01         23
    0412845083                           05           10/01/01          0
    0412845083                           O            09/01/31
    0


    5298348          E22/G01             F          249,500.00         ZZ
                                         360        249,196.63          1
1


                                       8.500          1,918.44        106
                                       8.250          1,918.44
    HAYWARD          CA   94541          1            08/05/01         23
    0412845869                           01           10/01/01          0
    0412845869                           O            09/01/31
    0


    5298353          E22/G01             F           45,500.00         ZZ
                                         360         45,152.17          1
                                       9.250            374.32        100
                                       9.000            374.32
    HOUSTON          TX   77021          1            08/09/01         23
    0412849705                           05           10/01/01          0
    0412849705                           O            09/01/31
    0


    5298356          E22/G01             F          253,500.00         ZZ
                                         360        253,135.34          1
                                       9.250          2,085.48        103
                                       9.000          2,085.48
    ARNOLDS PARK     IA   51331          1            08/07/01         23
    0412855280                           05           10/01/01          0
    0412855280                           O            09/01/31
    0


    5298367          E22/G01             F           37,450.00         ZZ
                                         360         37,405.62          1
                                       8.625            291.28        107
                                       8.375            291.28
    FAIRBANKS        AK   99701          1            08/02/01         23
    0412879975                           05           10/01/01          0
    0412879975                           O            09/01/31
    0


    5298369          E22/G01             F          283,500.00         ZZ
                                         360        283,146.35          1
                                       8.375          2,154.80        107
                                       8.125          2,154.80
    PIONEER          CA   95666          1            08/01/01         23
    0412882656                           05           10/01/01          0
    0412882656                           O            09/01/31
    0


    5298380          E22/G01             F          194,250.00         ZZ
                                         360        194,019.80          1
                                       8.625          1,510.86        105
                                       8.375          1,510.86
    SACRAMENTO       CA   95831          1            08/06/01         23
    0412899932                           05           10/01/01          0
1


    0412899932                           O            09/01/31
    0


    5299266          J95/G01             F           97,571.00         ZZ
                                         360         97,449.28          1
                                       8.375            741.61        104
                                       8.125            741.61
    ROLLA            MO   65401          1            08/20/01         23
    0433187333                           05           10/01/01          0
    0027375716                           O            09/01/31
    0


    5300777          964/G01             F          277,500.00         ZZ
                                         360        277,171.14          1
                                       8.625          2,158.37        102
                                       8.375          2,158.37
    SILVERTHORNE     CO   80498          1            08/31/01         23
    0433194156                           05           10/01/01          0
    139959                               O            09/01/31
    0


    5300812          U35/G01             F           94,500.00         ZZ
                                         360         94,399.04          1
                                       9.125            768.88        106
                                       8.875            768.88
    APPLETON         WI   54911          1            08/22/01         23
    0433147006                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5301049          R49/G01             F          118,800.00         ZZ
                                         360        118,669.73          1
                                       9.000            955.89         99
                                       8.750            955.89
    HOMESTEAD        FL   33030          5            08/08/01         23
    0433124880                           05           10/01/01          0
    9710401                              O            09/01/31
    0


    5303776          E87/G01             F          265,000.00         ZZ
                                         360        264,724.18          1
                                       9.250          2,180.09        106
                                       9.000          2,180.09
    FORT WASHINGTON  MD   20744          1            08/16/01         23
    0433116340                           09           10/01/01          0
    01070430                             O            09/01/31
    0


1


    5304089          U62/G01             F          199,550.00         ZZ
                                         360        199,331.20          1
                                       9.000          1,605.62        103
                                       8.750          1,605.62
    LEES SUMMIT      MO   64086          5            08/10/01         23
    0433106150                           05           10/01/01          0
    2001268570                           O            09/01/31
    0


    5304638          K15/G01             F          133,100.00         ZZ
                                         360        132,957.80          1
                                       9.125          1,082.95        107
                                       8.875          1,082.95
    GREENVILLE       NH   03048          1            08/15/01         23
    0433102704                           05           10/01/01          0
    003340005305593                      O            09/01/31
    0


    5304878          147/G01             F          232,250.00         ZZ
                                         360        231,835.67          1
                                       8.625          1,806.42        107
                                       8.375          1,806.42
    SYLMAR           CA   91342          2            07/23/01         23
    0433085867                           05           09/01/01          0
    10428048                             O            08/01/31
    0


    5304925          147/G01             F          120,510.00         ZZ
                                         360        120,168.05          1
                                      10.500          1,102.36        103
                                      10.250          1,102.36
    MARGATE          FL   33068          1            08/02/01         23
    0433103322                           05           09/01/01          0
    10427040                             O            08/01/31
    0


    5307088          147/G01             F           45,475.00         ZZ
                                         360         45,430.08          1
                                       9.500            382.38        107
                                       9.250            382.38
    RURAL VALLEY     PA   16249          1            08/23/01         23
    0433234937                           05           10/01/01          0
    5260337                              O            09/01/31
    0


    5308437          964/G01             F          193,300.00         ZZ
                                         360        193,082.47          1
                                       8.875          1,537.98        100
                                       8.625          1,537.98
1


    LAS VEGAS        NV   89141          1            08/16/01         23
    0433131836                           03           10/01/01          0
    139923                               O            09/01/31
    0


    5308827          E22/G01             F          235,400.00         ZZ
                                         360        234,776.66          1
                                       8.875          1,872.95        107
                                       8.375          1,872.95
    KENT             WA   98031          5            08/06/01         23
    0412793945                           05           10/01/01          0
    0412793945                           O            09/01/31
    0


    5308832          E22/G01             F          113,150.00         ZZ
                                         360        113,057.22          1
                                      10.375          1,024.47        103
                                      10.125          1,024.47
    DETROIT          MI   48219          1            08/03/01         23
    0412803751                           05           10/01/01          0
    0412803751                           O            09/01/31
    0


    5308844          E22/G01             F          133,900.00         ZZ
                                         360        133,576.97          1
                                       9.625          1,138.14        103
                                       9.375          1,138.14
    FISHKILL         NY   12524          1            08/10/01         23
    0412824708                           01           10/01/01          0
    0412824708                           O            09/01/31
    0


    5308847          E22/G01             F           67,908.00         ZZ
                                         360         67,837.33          1
                                       9.250            558.66        107
                                       9.000            558.66
    MADISON          ME   04950          1            08/01/01         23
    0412829921                           05           10/01/01          0
    0412829921                           O            09/01/31
    0


    5308854          E22/G01             F           65,500.00         ZZ
                                         360         65,426.29          1
                                       8.875            521.15         99
                                       8.375            521.15
    SOUTH BEND       IN   46614          1            08/10/01         23
    0412844516                           05           10/01/01          0
    0412844516                           O            09/01/31
    0
1




    5308856          E22/G01             F           51,775.00         ZZ
                                         360         51,712.06          1
                                       8.500            398.10         95
                                       8.000            398.10
    SAN ANTONIO      TX   78233          1            08/10/01         23
    0412847014                           05           10/01/01          0
    0412847014                           N            09/01/31
    0


    5308858          E22/G01             F           80,250.00         ZZ
                                         360         80,166.46          1
                                       9.250            660.20        107
                                       9.000            660.20
    NASHVILLE        IL   62263          1            08/10/01         23
    0412847576                           05           10/01/01          0
    0412847576                           O            09/01/31
    0


    5308881          E22/G01             F          149,900.00         ZZ
                                         360        149,713.01          2
                                       8.375          1,139.35        100
                                       7.875          1,139.35
    GRESHAM          OR   97030          1            08/06/01         23
    0412870529                           05           10/01/01          0
    0412870529                           O            09/01/31
    0


    5308885          E22/G01             F          148,900.00         ZZ
                                         360        148,740.92          1
                                       9.125          1,211.50        104
                                       8.875          1,211.50
    POLKTON TOWNSHI  MI   49404          1            08/10/01         23
    0412876112                           05           10/01/01          0
    0412876112                           O            09/01/31
    0


    5308891          E22/G01             F          134,800.00         ZZ
                                         360        134,648.30          1
                                       8.875          1,072.53        107
                                       8.375          1,072.53
    NEW PORT RICHEY  FL   34652          2            08/06/01         23
    0412883480                           05           10/01/01          0
    0412883480                           O            09/01/31
    0


    5308897          E22/G01             F           96,900.00         ZZ
                                         360         96,793.74          1
1


                                       9.000            779.68        100
                                       8.500            779.68
    THE COLONY       TX   75056          1            08/10/01         23
    0412889040                           05           10/01/01          0
    0412889040                           O            09/01/31
    0


    5308903          E22/G01             F           82,900.00         ZZ
                                         360         82,782.96          1
                                       9.000            667.03        107
                                       8.500            667.03
    OSCEOLA          IN   46561          1            08/10/01         23
    0412893778                           05           10/01/01          0
    0412893778                           O            09/01/31
    0


    5308904          E22/G01             F          114,000.00         ZZ
                                         360        113,871.70          1
                                       8.875            907.04        100
                                       8.625            907.04
    SACHSE           TX   75048          1            08/10/01         23
    0412894677                           05           10/01/01          0
    0412894677                           O            09/01/31
    0


    5308908          E22/G01             F          146,350.00         ZZ
                                         360        146,157.89          1
                                       8.125          1,086.64        107
                                       7.625          1,086.64
    EASTON           PA   18040          1            08/10/01         23
    0412895922                           05           10/01/01          0
    0412895922                           O            09/01/31
    0


    5308926          E22/G01             F          166,202.00         ZZ
                                         360        166,033.49          1
                                       9.375          1,382.38         95
                                       9.125          1,382.38
    ARLINGTON        TX   76018          1            08/10/01         23
    0412917429                           03           10/01/01          0
    0412917429                           N            09/01/31
    0


    5309025          E82/G01             F          138,000.00         ZZ
                                         360        137,903.79          1
                                      11.125          1,327.26         99
                                      10.875          1,327.26
    MILTON           KY   40045          5            08/02/01         23
    0400441366                           05           10/01/01          0
1


    0400441366                           O            09/01/31
    0


    5310574          R54/G01             F          133,797.00         ZZ
                                         360        133,681.26          1
                                      10.125          1,186.54        103
                                       9.875          1,186.54
    ORANGE BEACH     AL   36561          1            08/20/01         23
    0433188067                           05           10/01/01          0
    2000002127                           O            09/01/31
    0


    5311505          J40/G01             F           74,793.00         ZZ
                                         360         74,748.84          1
                                       8.625            581.73        107
                                       8.375            581.73
    SEVILLE VILLAGE  OH   44273          1            09/07/01         23
    0433280930                           01           11/01/01          0
    1063029                              O            10/01/31
    0


    5311850          Q64/G01             F          133,750.00         ZZ
                                         360        133,534.83          1
                                       9.125          1,088.24        107
                                       8.875          1,088.24
    CORDOVA          TN   38018          1            07/27/01         23
    0433087970                           05           09/01/01          0
    0302186002                           O            08/01/31
    0


    5311974          Q64/G01             F          119,500.00         ZZ
                                         360        119,322.24          1
                                       9.500          1,004.83        100
                                       9.250          1,004.83
    WINTER PARK      FL   32792          1            07/26/01         23
    0433087855                           05           09/01/01          0
    0102189701                           O            08/01/31
    0


    5311976          N67/G01             F           68,350.00         ZZ
                                         360         68,240.04          1
                                       9.125            556.12        107
                                       8.875            556.12
    LAS VEGAS        NV   89122          1            08/03/01         23
    0433052974                           01           09/01/01          0
    1380003271                           O            08/01/31
    0


1


    5312203          147/G01             F          121,500.00         ZZ
                                         360        121,380.00          1
                                       9.500          1,021.64        106
                                       9.250          1,021.64
    BROKEN ARROW     OK   74014          1            08/16/01         23
    0433193679                           05           10/01/01          0
    9999999999                           O            09/01/31
    0


    5312288          K15/G01             F          117,400.00         ZZ
                                         360        117,322.50          1
                                      11.375          1,151.42        103
                                      11.125          1,151.42
    PHOENIX          AZ   85019          5            08/21/01         23
    0433132503                           05           10/01/01          0
    02170503700                          O            09/01/31
    0


    5313033          J95/G01             F          337,050.00         ZZ
                                         360        336,629.56          1
                                       8.375          2,561.82        107
                                       8.125          2,561.82
    OAKLAND          CA   94609          1            08/20/01         23
    0433211174                           05           10/01/01          0
    0027438093                           O            09/01/31
    0


    5314252          940/G01             F          239,085.00         ZZ
                                         360        238,862.15          1
                                      11.500          2,367.64         99
                                      11.250          2,367.64
    RIVERSIDE        CA   92506          1            08/16/01         23
    0433153491                           05           10/01/01          0
    61010052                             O            09/01/31
    0


    5314570          U05/G01             F          192,450.00         ZZ
                                         360        192,227.75          1
                                       8.750          1,514.00        100
                                       8.500          1,514.00
    TIGARD           OR   97223          1            08/15/01         23
    0433101706                           05           10/01/01          0
    3155685                              O            09/01/31
    0


    5314813          G75/G01             F          153,900.00         ZZ
                                         360        153,722.25          1
                                       8.750          1,210.74         95
                                       8.500          1,210.74
1


    FREDERICKSBURG   VA   22408          1            08/23/01         23
    0433210564                           03           10/01/01          0
    04421462                             N            09/01/31
    0


    5315075          940/G01             F          203,000.00         ZZ
                                         360        202,788.71          1
                                       9.250          1,670.03        100
                                       9.000          1,670.03
    RIVERSIDE        CA   92509          1            08/09/01         23
    0433095262                           05           10/01/01          0
    80010035                             O            09/01/31
    0


    5316503          N67/G01             F           82,500.00         ZZ
                                         360         82,166.17          1
                                       8.250            619.79        100
                                       8.000            619.79
    LAFAYETTE        IN   47905          1            08/03/01         23
    0433053139                           05           09/01/01          0
    3250005917                           O            08/01/31
    0


    5316667          470/G01             F          249,000.00         ZZ
                                         360        248,689.38          1
                                       8.375          1,892.58        107
                                       8.125          1,892.58
    ANAHEIM          CA   92805          1            08/10/01         23
    0433148244                           05           10/01/01          0
    01184568                             O            09/01/31
    0


    5317080          U62/G01             F          124,600.00         ZZ
                                         360        124,449.68          1
                                      10.500          1,139.77         86
                                      10.250          1,139.77
    WRENSHALL        MN   55797          2            07/26/01         23
    0433074317                           05           09/01/01          0
    2001268420                           O            08/01/31
    0


    5317190          N67/G01             F          158,750.00         ZZ
                                         360        156,807.97          1
                                       9.250          1,306.00        103
                                       9.000          1,306.00
    PHOENIX          AZ   85044          1            08/16/01         23
    0433130507                           03           10/01/01          0
    1780007554                           O            09/01/31
    0
1




    5317353          B57/G01             F          276,060.00         ZZ
                                         360        275,732.85          1
                                       8.625          2,147.17        107
                                       8.375          2,147.17
    CANOGA PARK ARE  CA   91306          1            08/24/01         23
    0433202314                           05           10/01/01          0
    2116392                              O            09/01/31
    0


    5319177          E22/G01             F           77,250.00         ZZ
                                         360         77,177.62          1
                                       9.750            663.70        103
                                       9.500            663.70
    TUCKERTON        NJ   08087          2            08/07/01         23
    0412695199                           09           10/01/01          0
    0412695199                           O            09/01/31
    0


    5319198          E22/G01             F          144,000.00         ZZ
                                         360        143,833.70          2
                                       8.750          1,132.85        103
                                       8.500          1,132.85
    NEW ORLEANS      LA   70115          1            08/13/01         23
    0412819229                           05           10/01/01          0
    0412819229                           O            09/01/31
    0


    5319207          E22/G01             F          197,300.00         ZZ
                                         360        197,105.13          1
                                       9.500          1,659.01        103
                                       9.000          1,659.01
    DIXON            CA   95620          5            08/07/01         23
    0412836298                           05           10/01/01          0
    0412836298                           O            09/01/31
    0


    5319232          E22/G01             F          104,030.00         ZZ
                                         360        103,865.51          1
                                       9.250            855.83        103
                                       9.000            855.83
    KANSAS CITY      MO   64134          1            07/25/01         23
    0412863896                           05           09/01/01          0
    0412863896                           O            08/01/31
    0


    5319234          E22/G01             F           98,880.00         ZZ
                                         360         98,769.06          1
1


                                      10.375            895.27        103
                                       9.875            895.27
    MIAMI            FL   33185          1            08/13/01         23
    0412865149                           05           10/01/01          0
    0412865149                           O            09/01/31
    0


    5319244          E22/G01             F          183,000.00         ZZ
                                         360        182,804.48          1
                                       9.125          1,488.95        100
                                       8.875          1,488.95
    CERES            CA   95307          1            08/07/01         23
    0412876971                           05           10/01/01          0
    0412876971                           O            09/01/31
    0


    5319255          E22/G01             F           88,000.00         ZZ
                                         360         87,910.77          1
                                       9.375            731.94         99
                                       8.875            731.94
    CARLISLE         PA   17013          2            08/08/01         23
    0412880320                           07           10/01/01          0
    0412880320                           O            09/01/31
    0


    5319256          E22/G01             F          240,750.00         ZZ
                                         360        240,486.01          1
                                       9.000          1,937.13        107
                                       8.750          1,937.13
    LOS ANGELES      CA   91406          1            08/07/01         23
    0412883373                           05           10/01/01          0
    0412883373                           O            09/01/31
    0


    5319258          E22/G01             F          173,500.00         ZZ
                                         360        173,328.65          1
                                       9.500          1,458.88        107
                                       9.250          1,458.88
    ELKHART          IN   46517          5            08/08/01         23
    0412885709                           05           10/01/01          0
    0412885709                           O            09/01/31
    0


    5319282          E22/G01             F          106,900.00         ZZ
                                         360        106,772.62          1
                                       9.000            860.14         99
                                       8.500            860.14
    BOISE            ID   83714          2            08/08/01         23
    0412905366                           05           10/01/01          0
1


    0412905366                           O            09/01/31
    0


    5320529          Q64/G01             F           88,800.00         ZZ
                                         360         88,667.92          1
                                       9.500            746.68         95
                                       9.250            746.68
    COVINGTON        GA   30016          1            07/26/01         23
    0433088002                           05           09/01/01          0
    0102188802                           N            08/01/31
    0


    5332708          J95/G01             F          165,800.00         ZZ
                                         360        165,613.41          1
                                       8.875          1,319.18        107
                                       8.625          1,319.18
    ST HELENS        OR   97051          5            08/20/01         23
    0433189461                           05           10/01/01          0
    0027314897                           O            09/01/31
    0


    5334117          147/G01             F          148,730.00         ZZ
                                         360        148,579.18          1
                                       9.375          1,237.07        107
                                       9.125          1,237.07
    CHICAGO          IL   60619          1            08/29/01         23
    0433190451                           05           10/01/01          0
    10432015                             O            09/01/31
    0


    5334128          U05/G01             F          184,900.00         ZZ
                                         360        184,735.29          1
                                      10.000          1,622.63        100
                                       9.750          1,622.63
    BEND             OR   97701          5            08/15/01         23
    0433190261                           05           10/01/01          0
    3142530                              O            09/01/31
    0


    5334536          T34/G01             F          327,200.00         ZZ
                                         360        326,822.11          1
                                       8.750          2,574.09        100
                                       8.500          2,574.09
    MANASSAS         VA   20112          1            08/17/01         23
    0433276870                           03           10/01/01          0
    5083478                              O            09/01/31
    0


1


    5334625          642/G01             F          225,000.00         ZZ
                                         360        224,777.78          1
                                       9.500          1,891.92        100
                                       9.250          1,891.92
    NORFOLK          VA   23507          1            08/13/01         23
    0433116993                           05           10/01/01          0
    08101501                             O            09/01/31
    0


    5334762          642/G01             F          169,950.00         ZZ
                                         360        169,824.90          1
                                      10.875          1,602.44        103
                                      10.625          1,602.44
    PUYALLUP         WA   98373          1            08/17/01         23
    0433188901                           05           10/01/01          0
    07131101                             O            09/01/31
    0


    5335196          U05/G01             F          149,350.00         ZZ
                                         360        149,186.24          1
                                       9.000          1,201.70        103
                                       8.750          1,201.70
    PHOENIX          AZ   85027          1            08/15/01         23
    0433110152                           05           10/01/01          0
    3160101                              O            09/01/31
    0


    5335868          L16/G01             F          103,400.00         ZZ
                                         360        103,279.70          1
                                       8.750            813.45        100
                                       8.500            813.45
    WEST JORDAN      UT   84084          1            08/16/01         23
    0433165909                           01           10/01/01          0
    W010861                              O            09/01/31
    0


    5336241          G75/G01             F          329,250.00         ZZ
                                         360        328,859.81          1
                                       8.625          2,560.88        107
                                       8.375          2,560.88
    LINCOLN UNIVERS  PA   19352          1            08/30/01         23
    0433182938                           05           10/01/01          0
    00255444                             O            09/01/31
    0


    5337262          950/G01             F          157,700.00         ZZ
                                         360        157,535.85          1
                                       9.250          1,297.36         95
                                       9.000          1,297.36
1


    PORTLAND         OR   97217          1            08/21/01         23
    0433279361                           01           10/01/01          0
    Y2107080                             O            09/01/31
    0


    5337316          808/G01             F          212,930.00         ZZ
                                         360        212,262.96          1
                                       8.375          1,618.43        107
                                       8.125          1,618.43
    CORONA           CA   92883          1            08/23/01         23
    0433223492                           03           10/01/01          0
    9320756                              O            09/01/31
    0


    5338627          Q01/G01             F          170,641.00         ZZ
                                         360        170,413.04          1
                                       8.375          1,296.99        105
                                       8.125          1,296.99
    ALBUUEQUE        NM   87113          1            08/14/01         23
    0433188968                           03           10/01/01          0
    69498201                             O            09/01/31
    0


    5340424          J95/G01             F          183,500.00         ZZ
                                         360        183,351.84          1
                                       8.375          1,394.74        104
                                       8.125          1,394.74
    BOTHELL          WA   98012          1            09/07/01         23
    0433190535                           05           11/01/01          0
    0027417880                           O            10/01/31
    0


    5341690          E22/G01             F           68,450.00         ZZ
                                         360         68,359.57          1
                                       8.375            520.27        107
                                       8.125            520.27
    STRATTON         CO   80836          1            08/14/01         23
    0412852253                           05           10/01/01          0
    0412852253                           O            09/01/31
    0


    5341693          E22/G01             F          237,050.00         ZZ
                                         360        236,776.25          1
                                       8.750          1,864.87        107
                                       8.250          1,864.87
    LAS VEGAS        NV   89129          1            08/05/01         23
    0412860157                           03           10/01/01          0
    0412860157                           O            09/01/31
    0
1




    5341709          E22/G01             F          153,800.00         ZZ
                                         360        153,639.93          1
                                       9.250          1,265.27        100
                                       9.000          1,265.27
    AURORA           CO   80011          1            08/14/01         23
    0412883324                           03           10/01/01          0
    0412883324                           O            09/01/31
    0


    5341714          E22/G01             F          224,500.00         ZZ
                                         360        224,305.78          1
                                      10.125          1,990.92        103
                                       9.875          1,990.92
    SAGINAW          MI   48609          5            08/09/01         23
    0412890964                           05           10/01/01          0
    0412890964                           O            09/01/31
    0


    5341732          E22/G01             F          219,243.00         ZZ
                                         360        218,996.27          1
                                       8.875          1,744.40        107
                                       8.625          1,744.40
    MANTECA          CA   95336          1            08/09/01         23
    0412908774                           05           10/01/01          0
    0412908774                           O            09/01/31
    0


    5341740          E22/G01             F           95,765.00         ZZ
                                         360         95,645.54          1
                                       8.375            727.88        107
                                       7.875            727.88
    AMARILLO         TX   79109          1            08/14/01         23
    0412929242                           05           10/01/01          0
    0412929242                           O            09/01/31
    0


    5342003          253/G01             F          225,100.00         ZZ
                                         360        224,967.10          1
                                       8.625          1,750.81        100
                                       8.375          1,750.81
    LITTLETON        CO   80123          1            09/17/01         23
    0433282712                           01           11/01/01          0
    973474                               O            10/01/31
    0


    5342673          408/G01             F          142,300.00         ZZ
                                         360        142,147.97          1
1


                                       9.125          1,157.80        107
                                       8.875          1,157.80
    MAGNA            UT   84044          5            08/27/01         23
    0433178357                           05           10/01/01          0
    703014470                            O            09/01/31
    0


    5344011          642/G01             F          122,570.00         ZZ
                                         360        122,466.76          1
                                      10.250          1,098.35        103
                                      10.000          1,098.35
    CYPRESS          TX   77429          1            08/10/01         23
    0433099561                           03           10/01/01          0
    08102801                             O            09/01/31
    0


    5344135          K15/G01             F          122,200.00         ZZ
                                         180        121,537.01          1
                                       8.750          1,221.33        101
                                       8.500          1,221.33
    CEDAR RAPIDS     IA   52404          5            08/20/01         23
    0433102712                           05           10/01/01          0
    009905301327                         O            09/01/16
    0


    5344181          G75/G01             F          104,750.00         ZZ
                                         360        104,625.86          1
                                       8.625            814.74         97
                                       8.375            814.74
    UPPER PROVIDENC  PA   19464          1            08/22/01         23
    0433257433                           01           10/01/01          0
    04430954                             O            09/01/31
    0


    5344832          003/G01             F          146,300.00         ZZ
                                         360        146,147.71          1
                                       9.250          1,203.58        104
                                       9.000          1,203.58
    DAVIE            FL   33317          1            08/17/01         23
    0433241221                           03           10/01/01          0
    0021538459                           O            09/01/31
    0


    5345016          N67/G01             F          152,000.00         ZZ
                                         360        151,828.95          1
                                       8.875          1,209.38        100
                                       8.625          1,209.38
    LAS VEGAS        NV   89130          1            08/29/01         23
    0433214830                           05           10/01/01          0
1


    1380003602                           O            09/01/31
    0


    5345805          U62/G01             F           87,205.00         ZZ
                                         360         87,053.39          1
                                       8.750            686.04        107
                                       8.500            686.04
    FREDERICK        MD   21702          1            07/17/01         23
    0433083474                           01           09/01/01          0
    2001256883                           O            08/01/31
    0


    5346649          S20/G01             F           66,950.00         ZZ
                                         360         66,888.65          1
                                      11.750            675.80        103
                                      11.500            675.80
    PROSPERITY       SC   29127          5            08/20/01         23
    0433265667                           05           09/24/01          0
    0112389                              O            08/24/31
    0


    5346781          N46/G01             F          101,200.00         ZZ
                                         360        101,073.76          1
                                       8.375            769.19        105
                                       8.125            769.19
    GREENSBORO       NC   27407          1            08/22/01         23
    0433127446                           05           10/01/01          0
    104362                               O            09/01/31
    0


    5346813          685/G01             F          390,550.00         ZZ
                                         360        390,110.48          1
                                       8.875          3,107.39        107
                                       8.625          3,107.39
    THOUSAND OAKS (  CA   91320          1            08/17/01         23
    0433184413                           01           10/01/01          0
    126350                               O            09/01/31
    0


    5347045          808/G01             F          240,750.00         ZZ
                                         360        240,604.15          1
                                       8.500          1,851.16        107
                                       8.250          1,851.16
    RANCHO CUCAMONG  CA   91737          5            09/04/01         23
    0433253531                           05           11/01/01          0
    9320790                              O            10/01/31
    0


1


    5347192          N74/G01             F          149,350.00         ZZ
                                         360        149,202.48          1
                                       9.500          1,255.82        103
                                       9.250          1,255.82
    WINSTON SALEM    NC   27105          1            08/21/01         23
    0433165925                           05           10/01/01          0
    0029108310                           O            09/01/31
    0


    5347239          U05/G01             F          135,250.00         ZZ
                                         360        135,101.70          1
                                       9.000          1,088.25        105
                                       8.750          1,088.25
    BALTIMORE        MD   21221          5            08/17/01         23
    0433124690                           03           10/01/01          0
    3150883                              O            09/01/31
    0


    5347426          147/G01             F          118,450.00         ZZ
                                         360        118,341.92          1
                                       9.875          1,028.56        103
                                       9.625          1,028.56
    CHICAGO          IL   60617          1            08/20/01         23
    0433252608                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5347851          N67/G01             F          106,800.00         ZZ
                                         360        106,741.66          1
                                       9.000            859.34        107
                                       8.750            859.34
    CLAYMONT         DE   19703          1            09/14/01         23
    0433199072                           05           11/01/01          0
    3250006667                           O            10/01/31
    0


    5347997          N67/G01             F          248,764.00         ZZ
                                         360        248,511.78          1
                                       9.375          2,069.09        100
                                       9.125          2,069.09
    MESA             AZ   85212          1            08/08/01         23
    0433101060                           05           10/01/01          0
    1780007433                           O            09/01/31
    0


    5348386          K15/G01             F          120,400.00         ZZ
                                         360        120,287.20          1
                                       9.750          1,034.42        103
                                       9.500          1,034.42
1


    RED WING         MN   55066          5            08/21/01         23
    0433102613                           05           10/01/01          0
    013105304684                         O            09/01/31
    0


    5348398          J95/G01             F           58,745.00         ZZ
                                         360         58,130.47          1
                                       8.500            451.70        107
                                       8.250            451.70
    BELLEVILLE       IL   62223          1            08/30/01         23
    0433216140                           05           10/01/01          0
    0027400340                           O            09/01/31
    0


    5349133          R17/G01             F          274,000.00         ZZ
                                         360        273,549.36          1
                                       8.250          2,058.47        100
                                       8.000          2,058.47
    SAN DIEGO        CA   92123          1            08/22/01         23
    0433224896                           05           10/01/01          0
    1000049994                           O            09/01/31
    0


    5349391          U05/G01             F          193,000.00         ZZ
                                         360        192,799.13          1
                                       9.250          1,587.76        100
                                       9.000          1,587.76
    SCOTTSDALE       AZ   85251          1            08/15/01         23
    0433165750                           03           10/01/01          0
    3160086                              O            09/01/31
    0


    5352026          U28/G01             F          175,950.00         ZZ
                                         360        175,659.52          1
                                       9.000          1,415.73        100
                                       8.750          1,415.73
    ALPHARETTA       GA   30005          1            07/31/01         23
    0433101086                           03           09/01/01          0
    1                                    O            08/01/31
    0


    5353417          E22/G01             F           65,900.00         ZZ
                                         360         65,833.18          1
                                       9.375            548.12        100
                                       9.125            548.12
    TOWNSHIP OF DOV  NJ   08755          1            08/15/01         23
    0412829186                           05           10/01/01          0
    0412829186                           O            09/01/31
    0
1




    5353423          E22/G01             F          148,000.00         ZZ
                                         360        147,849.94          1
                                       9.375          1,230.99        100
                                       9.125          1,230.99
    SOUTHFIELD       MI   48075          1            08/15/01         23
    0412847170                           05           10/01/01          0
    0412847170                           O            09/01/31
    0


    5353446          E22/G01             F          118,190.00         ZZ
                                         360        117,997.65          1
                                       8.375            898.33        106
                                       8.125            898.33
    DALLAS           TX   75249          1            08/15/01         23
    0412869208                           03           10/01/01          0
    0412869208                           O            09/01/31
    0


    5353464          E22/G01             F          203,250.00         ZZ
                                         360        203,021.26          1
                                       8.875          1,617.15        107
                                       8.375          1,617.15
    RIVERSIDE        CA   92509          5            08/10/01         23
    0412883217                           05           10/01/01          0
    0412883217                           O            09/01/31
    0


    5353496          E22/G01             F          193,670.00         ZZ
                                         360        192,766.99          1
                                       9.000          1,558.31        107
                                       8.750          1,558.31
    KENNEWICK        WA   99338          1            08/06/01         23
    0412904781                           05           10/01/01          0
    0412904781                           O            09/01/31
    0


    5353505          E22/G01             F          133,750.00         ZZ
                                         360        133,591.51          1
                                       8.625          1,040.29        107
                                       8.125          1,040.29
    VENTURA          CA   93003          1            08/10/01         23
    0412910754                           01           10/01/01          0
    0412910754                           O            09/01/31
    0


    5353506          E22/G01             F          102,000.00         ZZ
                                         360        101,882.51          1
1


                                       9.250            839.13        106
                                       9.000            839.13
    AMESBURY         MA   01913          1            08/15/01         23
    0412910903                           01           10/01/01          0
    0412910903                           O            09/01/31
    0


    5353517          E22/G01             F          157,500.00         ZZ
                                         360        157,303.54          1
                                       8.375          1,197.11        105
                                       8.125          1,197.11
    SANTA FE         NM   87507          1            08/15/01         23
    0412932071                           05           10/01/01          0
    0412932071                           O            09/01/31
    0


    5354068          U05/G01             F          248,975.00         ZZ
                                         360        248,530.85          1
                                       8.625          1,936.50        100
                                       8.375          1,936.50
    CASPER           WY   82601          1            07/20/01         23
    0433131943                           05           09/01/01          0
    3151878                              O            08/01/31
    0


    5354113          700/G01             F          282,400.00         ZZ
                                         360        282,228.92          1
                                       8.500          2,171.41        107
                                       8.250          2,171.41
    LOS ANGELES      CA   90056          1            09/07/01         23
    0433252657                           01           11/01/01          0
    00261269                             O            10/01/31
    0


    5354124          664/G01             F          215,000.00         ZZ
                                         360        214,670.20          1
                                      11.000          2,047.50        100
                                      10.750          2,047.50
    POLK             WI   53086          1            07/06/01         23
    0433075041                           05           08/01/01          0
    0008165003                           O            07/01/31
    0


    5354781          K15/G01             F           81,700.00         ZZ
                                         360         81,647.53          1
                                      11.500            809.07        103
                                      11.250            809.07
    MUSKOGEE         OK   74401          5            08/27/01         23
    0433176955                           05           10/01/01          0
1


    032605303058                         O            09/01/31
    0


    5355597          U66/G01             F           99,900.00         ZZ
                                         360         99,793.28          1
                                       9.125            812.82        100
                                       8.875            812.82
    HOUSTON          TX   77037          1            08/27/01         23
    0433181260                           05           10/01/01          0
    263                                  O            09/01/31
    0


    5356177          J95/G01             F          169,900.00         ZZ
                                         360        169,693.41          1
                                       8.500          1,306.39        103
                                       8.250          1,306.39
    EVERETT          WA   98208          1            08/21/01         23
    0433176328                           03           10/01/01          0
    0027443670                           O            09/01/31
    0


    5356777          K15/G01             F          101,600.00         ZZ
                                         180        101,054.93          1
                                       8.875          1,022.95        107
                                       8.625          1,022.95
    ALBUQUERQUE      NM   87121          5            08/23/01         23
    0433169083                           05           10/01/01          0
    033505301727                         O            09/01/16
    0


    5357725          U05/G01             F           72,200.00         ZZ
                                         360         72,120.82          1
                                       9.000            580.94         95
                                       8.750            580.94
    FOREST PARK      GA   30297          1            08/29/01         23
    0433162674                           05           10/01/01          0
    3161479                              N            09/01/31
    0


    5358548          U05/G01             F           73,600.00         ZZ
                                         360         73,519.30          1
                                       9.000            592.20         95
                                       8.750            592.20
    FOREST PARK      GA   30297          1            08/28/01         23
    0433162740                           05           10/01/01          0
    3160661                              N            09/01/31
    0


1


    5359462          642/G01             F          280,000.00         ZZ
                                         360        278,501.72          1
                                       9.125          2,278.17        104
                                       8.875          2,278.17
    FREMONT          CA   94538          1            08/06/01         23
    0433101011                           01           10/01/01          0
    07130601                             O            09/01/31
    0


    5359938          K15/G01             F          118,400.00         ZZ
                                         360        118,321.83          1
                                      11.375          1,161.23        103
                                      11.125          1,161.23
    GOLDSBORO        NC   27530          5            08/23/01         23
    0433165529                           05           10/01/01          0
    017305304078                         O            09/01/31
    0


    5360958          642/G01             F          178,300.00         ZZ
                                         360        178,114.42          1
                                       9.250          1,466.83        103
                                       9.000          1,466.83
    OLATHE           KS   66061          1            08/16/01         23
    0433084662                           03           10/01/01          0
    07148001                             O            09/01/31
    0


    5362126          700/G01             F           98,000.00         ZZ
                                         360         97,947.85          1
                                       9.125            797.36        100
                                       8.875            797.36
    PEARLAND         TX   77581          1            09/07/01         23
    0433258092                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5363193          E22/G01             F           90,250.00         ZZ
                                         360         90,145.76          2
                                       8.750            710.00         95
                                       8.500            710.00
    SACRAMENTO       CA   95838          1            08/06/01         23
    0412808222                           05           10/01/01          0
    0412808222                           N            09/01/31
    0


    5363194          E22/G01             F          400,000.00         ZZ
                                         360        399,488.11          1
                                       8.250          3,005.07        107
                                       8.000          3,005.07
1


    LIVERMORE        CA   94550          1            08/10/01         23
    0412821118                           09           10/01/01          0
    0412821118                           O            09/01/31
    0


    5363211          E22/G01             F          130,000.00         ZZ
                                         360        129,841.93          1
                                       8.500            999.59        104
                                       8.000            999.59
    CAMERON PARK     CA   95682          1            08/03/01         23
    0412877953                           03           10/01/01          0
    0412877953                           O            09/01/31
    0


    5363219          E22/G01             F           91,000.00         ZZ
                                         360         90,902.77          1
                                       9.125            740.41        105
                                       8.875            740.41
    FERNDALE         MI   48220          1            08/16/01         23
    0412890204                           05           10/01/01          0
    0412890204                           O            09/01/31
    0


    5363228          E22/G01             F          262,500.00         ZZ
                                         360        262,195.10          1
                                       9.125          2,135.79        100
                                       8.625          2,135.79
    MAGNOLIA         TX   77355          1            08/16/01         23
    0412905457                           03           10/01/01          0
    0412905457                           O            09/01/31
    0


    5363240          E22/G01             F           74,150.00         ZZ
                                         360         74,070.78          1
                                       9.125            603.31        103
                                       8.875            603.31
    ROYAL OAK        MI   48073          1            08/16/01         23
    0412918625                           01           10/01/01          0
    0412918625                           O            09/01/31
    0


    5363248          E22/G01             F          114,500.00         ZZ
                                         360        114,364.31          1
                                       8.625            890.57        100
                                       8.125            890.57
    SPRINGFIELD      OR   97478          1            08/10/01         23
    0412930109                           05           10/01/01          0
    0412930109                           O            09/01/31
    0
1




    5363250          E22/G01             F           69,443.00         ZZ
                                         360         69,364.85          1
                                       8.875            552.52        107
                                       8.375            552.52
    SAN ANTONIO      TX   78223          1            08/16/01         23
    0412936353                           05           10/01/01          0
    0412936353                           O            09/01/31
    0


    5363784          Q78/G01             F          155,000.00         ZZ
                                         360        154,842.83          1
                                       9.375          1,289.22        107
                                       9.125          1,289.22
    LINCOLN          NE   68516          2            08/08/01         23
    0433118478                           05           10/01/01          0
    691447                               O            09/01/31
    0


    5364978          147/G01             F          118,450.00         ZZ
                                         360        118,333.00          1
                                       9.500            996.00        103
                                       9.250            996.00
    WOLCOTT          CT   06716          1            08/22/01         23
    0433210242                           05           10/01/01          0
    99999999999                          O            09/01/31
    0


    5365329          J95/G01             F          126,260.00         ZZ
                                         360        126,087.31          1
                                       8.875          1,004.59        107
                                       8.625          1,004.59
    KANSAS CITY      MO   64131          1            08/22/01         23
    0433128410                           05           10/01/01          0
    0017834839                           O            09/01/31
    0


    5366139          M43/G01             F          354,103.00         ZZ
                                         360        353,683.37          1
                                       8.625          2,754.18        103
                                       8.375          2,754.18
    WOODBRIDGE       VA   22193          1            08/22/01         23
    0433192945                           03           10/01/01          0
    743069095                            O            09/01/31
    0


    5366361          E87/G01             F          128,400.00         ZZ
                                         360        128,324.20          1
1


                                       8.625            998.68        107
                                       8.375            998.68
    NEWARK           NJ   07112          1            09/13/01         23
    0433223542                           05           11/01/01          0
    01080320                             O            10/01/31
    0


    5366660          964/G01             F          272,300.00         ZZ
                                         360        272,139.24          1
                                       8.625          2,117.92        107
                                       8.375          2,117.92
    MISSION VIEJO    CA   92692          1            09/05/01         23
    0433204393                           01           11/01/01          0
    140071                               O            10/01/31
    0


    5366888          147/G01             F           82,297.00         ZZ
                                         360         82,217.82          1
                                       9.625            699.52        103
                                       9.375            699.52
    JASPER           TN   37347          1            08/21/01         23
    0433234986                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5367417          147/G01             F          200,090.00         ZZ
                                         360        199,881.72          1
                                       9.250          1,646.10        107
                                       9.000          1,646.10
    KENNESAW         GA   30144          5            08/22/01         23
    0433187085                           05           10/01/01          0
    10431850                             O            09/01/31
    0


    5368295          950/G01             F          274,500.00         ZZ
                                         360        274,181.40          1
                                       8.750          2,159.49        100
                                       8.500          2,159.49
    BOTHELL          WA   98011          1            08/21/01         23
    0433218948                           05           10/01/01          0
    E3108327                             O            09/01/31
    0


    5368413          642/G01             F          150,850.00         ZZ
                                         360        150,708.68          1
                                       9.750          1,296.03        103
                                       9.500          1,296.03
    WADESBORO        NC   28170          1            08/09/01         23
    0433102290                           05           10/01/01          0
1


    06181801                             O            09/01/31
    0


    5368847          J95/G01             F           60,455.00         ZZ
                                         360         60,385.18          1
                                       8.750            475.60        107
                                       8.500            475.60
    LARGO            FL   33777          1            08/24/01         23
    0433176450                           01           10/01/01          0
    0023709140                           O            09/01/31
    0


    5368861          J95/G01             F          119,950.00         ZZ
                                         360        119,800.36          1
                                       8.375            911.71        106
                                       8.125            911.71
    SALEM            OR   97305          1            08/24/01         23
    0433179975                           05           10/01/01          0
    0027466093                           O            09/01/31
    0


    5369002          U28/G01             F          113,300.00         ZZ
                                         360        113,175.76          1
                                       9.000            911.64        103
                                       8.750            911.64
    MAYSVILLE        GA   30558          1            08/31/01         23
    0433206380                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5369146          Q64/G01             F           87,900.00         ZZ
                                         360         87,813.17          1
                                       9.500            739.12        100
                                       9.250            739.12
    MONTICELLO       GA   31064          1            08/09/01         23
    0433169745                           03           10/01/01          0
    0102261203                           O            09/01/31
    0


    5369332          K15/G01             F           77,200.00         ZZ
                                         360         77,149.04          1
                                      11.375            757.15        103
                                      11.125            757.15
    LAWTON           OK   73505          5            08/23/01         23
    0433165479                           05           10/01/01          0
    003260005303067                      O            09/01/31
    0


1


    5369524          Q64/G01             F          152,400.00         ZZ
                                         360        152,216.70          1
                                      10.500          1,394.07        103
                                      10.250          1,394.07
    DECATUR          GA   30034          5            08/06/01         23
    0433179504                           05           09/01/01          0
    0102230802                           O            08/01/31
    0


    5369551          W82/G01             F          242,050.00         ZZ
                                         360        241,770.46          1
                                       8.750          1,904.21        103
                                       8.500          1,904.21
    MARIETTA         GA   30068          1            08/22/01         23
    0433198553                           05           10/01/01          0
    910                                  O            09/01/31
    0


    5370379          Q64/G01             F          185,850.00         ZZ
                                         360        185,624.02          1
                                       8.500          1,429.03        107
                                       8.250          1,429.03
    LOUISVILLE       KY   40258          1            08/09/01         23
    0433147709                           05           10/01/01          0
    0102210309                           O            09/01/31
    0


    5370875          940/G01             F           83,000.00         T
                                         360         82,904.15          1
                                       8.750            652.96        107
                                       8.500            652.96
    BIG BEAR CITY    CA   92314          1            08/28/01         23
    0433223336                           05           10/01/01          0
    40010910                             O            09/01/31
    0


    5371594          E87/G01             F          299,000.00         ZZ
                                         360        281,060.00          1
                                       8.500          2,299.05        107
                                       8.250          2,299.05
    GOLETA           CA   93117          1            08/15/01         23
    0433129566                           01           10/01/01          0
    70003682                             O            09/01/31
    0


    5373610          964/G01             F           95,750.00         ZZ
                                         360         95,655.43          1
                                       9.500            805.12        100
                                       9.250            805.12
1


    CALDWELL         ID   83605          1            08/22/01         23
    0433126471                           03           10/01/01          0
    133701                               O            09/01/31
    0


    5373791          E22/G01             F           68,300.00         ZZ
                                         360         68,227.04          2
                                       9.125            555.71         95
                                       8.875            555.71
    MARTINSBURG      WV   25401          1            08/16/01         23
    0412797508                           05           10/01/01          0
    0412797508                           N            09/01/31
    0


    5373810          E22/G01             F          149,350.00         ZZ
                                         360        149,194.54          1
                                       9.250          1,228.67        100
                                       8.750          1,228.67
    SACRAMENTO       CA   95828          1            08/13/01         23
    0412857484                           05           10/01/01          0
    0412857484                           O            09/01/31
    0


    5373842          E22/G01             F          185,500.00         ZZ
                                         360        185,296.60          1
                                       9.000          1,492.57        100
                                       8.750          1,492.57
    GOODRICH         MI   48438          1            08/17/01         23
    0412899916                           05           10/01/01          0
    0412899916                           O            09/01/31
    0


    5373859          E22/G01             F           51,390.00         ZZ
                                         360         51,341.85          1
                                       9.750            441.52        103
                                       9.500            441.52
    INDEPENDENCE     MO   64055          1            08/17/01         23
    0412911158                           05           10/01/01          0
    0412911158                           O            09/01/31
    0


    5373869          E22/G01             F          149,350.00         ZZ
                                         360        149,224.20          1
                                      10.250          1,338.33        103
                                      10.000          1,338.33
    BATTLE CREEK     MI   49017          1            08/17/01         23
    0412917072                           05           10/01/01          0
    0412917072                           O            09/01/31
    0
1




    5373872          E22/G01             F          297,000.00         ZZ
                                         360        296,721.75          1
                                       9.750          2,551.69         99
                                       9.500          2,551.69
    PARKER           CO   80434          5            08/13/01         23
    0412917882                           03           10/01/01          0
    0412917882                           O            09/01/31
    0


    5373874          E22/G01             F           64,200.00         T
                                         360         64,057.50          1
                                       8.875            510.80        107
                                       8.375            510.80
    MEMPHIS          TN   38122          1            08/17/01         23
    0412918252                           05           10/01/01          0
    0412918252                           O            09/01/31
    0


    5373878          E22/G01             F          240,000.00         ZZ
                                         360        239,828.06          1
                                      11.000          2,285.58        100
                                      10.500          2,285.58
    COLORADO SPRING  CO   80918          1            08/16/01         23
    0412921553                           05           10/01/01          0
    0412921553                           O            09/01/31
    0


    5373881          E22/G01             F           41,250.00         ZZ
                                         360         41,202.29          1
                                       9.875            358.19         99
                                       9.625            358.19
    KAPLAN           LA   70548          1            08/17/01         23
    0412922973                           05           10/01/01          0
    0412922973                           O            09/01/31
    0


    5373897          E22/G01             F          154,500.00         ZZ
                                         360        154,326.14          1
                                       8.875          1,229.27        103
                                       8.375          1,229.27
    CITRUS HEIGHTS   CA   95610          1            08/10/01         23
    0412933137                           05           10/01/01          0
    0412933137                           O            09/01/31
    0


    5373903          E22/G01             F          175,000.00         ZZ
                                         360        174,813.03          1
1


                                       9.125          1,423.86        100
                                       8.875          1,423.86
    ORCHARD          CO   80649          1            08/17/01         23
    0412953861                           05           10/01/01          0
    0412953861                           O            09/01/31
    0


    5375292          664/G01             F          185,700.00         ZZ
                                         360        185,474.20          1
                                       8.500          1,427.88        105
                                       8.250          1,427.88
    MANASSAS         VA   20109          1            08/24/01         23
    0433220621                           09           10/01/01          0
    0008310815                           O            09/01/31
    0


    5376924          642/G01             F          149,350.00         ZZ
                                         360        149,210.07          1
                                       9.750          1,283.15        103
                                       9.500          1,283.15
    HOLLYWOOD        FL   33020          1            08/14/01         23
    0433104379                           05           10/01/01          0
    07119601                             O            09/01/31
    0


    5376966          J95/G01             F          193,500.00         ZZ
                                         360        193,264.71          1
                                       8.500          1,487.85        102
                                       8.250          1,487.85
    EVERETT          WA   98203          5            08/27/01         23
    0433191137                           05           10/01/01          0
    0027461862                           O            09/01/31
    0


    5378639          T17/G01             F          100,425.00         ZZ
                                         360        100,294.14          1
                                      10.125            890.59        101
                                       9.875            890.59
    POOLER           GA   31322          2            08/23/01         23
    0433218781                           05           09/26/01          0
    01080260                             O            08/26/31
    0


    5378753          737/G01             F          226,600.00         ZZ
                                         360        226,414.20          1
                                      10.375          2,051.65        103
                                      10.125          2,051.65
    BEAUMONT         TX   77707          1            08/10/01         14
    0433130358                           05           10/01/01         35
1


    2033119                              O            09/01/31
    0


    5379133          B57/G01             F          226,600.00         ZZ
                                         360        226,317.34          1
                                       8.375          1,722.32        103
                                       8.125          1,722.32
    SIMI VALLEY      CA   93065          1            08/24/01         23
    0433227899                           01           10/01/01          0
    2140347                              O            09/01/31
    0


    5379379          642/G01             F          141,110.00         ZZ
                                         360        140,971.87          1
                                       9.875          1,225.33        103
                                       9.625          1,225.33
    CHATTANOOGA      TN   37421          2            08/20/01         23
    0433116795                           05           10/01/01          0
    08145201                             O            09/01/31
    0


    5379553          964/G01             F          238,600.00         ZZ
                                         360        238,351.66          1
                                       9.250          1,962.90        107
                                       9.000          1,962.90
    LAS VEGAS        NV   89145          5            08/17/01         23
    0433132222                           03           10/01/01          0
    138523                               O            09/01/31
    0


    5379930          664/G01             F          129,500.00         ZZ
                                         360        129,262.96          1
                                       8.500            995.75        107
                                       8.250            995.75
    SEDRO WOOLLEY    WA   98284          1            07/10/01         23
    0433103488                           05           09/01/01          0
    0008217440                           O            08/01/31
    0


    5380758          U28/G01             F          114,000.00         ZZ
                                         360        113,871.69          1
                                       8.875            907.04        100
                                       8.625            907.04
    KENNESAW         GA   30144          1            08/27/01         23
    0433206000                           05           10/01/01          0
    1                                    O            09/01/31
    0


1


    5380929          685/G01             F          249,300.00         ZZ
                                         360        249,019.45          1
                                       8.875          1,983.54        107
                                       8.625          1,983.54
    STOCKTON         CA   95206          1            08/17/01         23
    0433166949                           05           10/01/01          0
    209744                               O            09/01/31
    0


    5381025          B28/G01             F           57,200.00         ZZ
                                         360         57,137.29          1
                                       9.000            460.24        100
                                       8.750            460.24
    NORTH LITTLE RO  AR   72114          1            08/29/01         23
    0433285640                           05           10/01/01          0
    01000530                             O            09/01/31
    0


    5382048          U59/G01             F           87,000.00         ZZ
                                         360         86,817.26          2
                                       8.750            684.43        103
                                       8.500            684.43
    SAN ANTONIO      TX   78250          1            08/23/01         23
    0433130069                           05           09/23/01          0
    800865671                            O            08/23/31
    0


    5382805          737/G01             F          124,000.00         ZZ
                                         360        123,930.48          1
                                       8.875            986.60        100
                                       8.625            986.60
    GLENDALE         AZ   85301          1            09/10/01         23
    0433285665                           05           11/01/01          0
    2035962                              O            10/01/31
    0


    5383589          B28/G01             F          290,000.00         ZZ
                                         360        289,666.53          1
                                       8.875          2,307.38        100
                                       8.625          2,307.38
    ANTIOCH          CA   94509          1            08/24/01         23
    0433223096                           05           10/01/01          0
    0105230007                           O            09/01/31
    0


    5383987          G27/G01             F          211,150.00         ZZ
                                         360        210,957.35          1
                                       9.875          1,833.52        103
                                       9.625          1,833.52
1


    BAKERSFIELD      CA   93306          5            08/23/01         23
    0433208386                           05           10/01/01          0
    20301128                             O            09/01/31
    0


    5384551          964/G01             F          123,076.00         ZZ
                                         360        122,926.35          1
                                       8.500            946.35        103
                                       8.250            946.35
    LAS VEGAS        NV   89104          1            08/24/01         23
    0433198496                           05           10/01/01          0
    138036                               O            09/01/31
    0


    5384912          E22/G01             F          390,000.00         ZZ
                                         360        389,500.91          1
                                       8.250          2,929.94        104
                                       8.000          2,929.94
    FREMONT          CA   94538          1            08/13/01         23
    0412750838                           05           10/01/01          0
    0412750838                           O            09/01/31
    0


    5384916          E22/G01             F          169,500.00         ZZ
                                         360        169,002.06          1
                                       8.750          1,333.46        106
                                       8.500          1,333.46
    MILLSTONE        NJ   08514          1            08/20/01         23
    0412783714                           05           10/01/01          0
    0412783714                           O            09/01/31
    0


    5384987          E22/G01             F           61,750.00         ZZ
                                         360         61,685.73          1
                                       9.250            508.00         95
                                       8.750            508.00
    JACKSONVILLE     FL   32207          1            08/15/01         23
    0412894040                           05           10/01/01          0
    0412894040                           N            09/01/31
    0


    5384994          E22/G01             F          146,260.00         ZZ
                                         360        146,133.47          1
                                      10.125          1,297.07        103
                                       9.625          1,297.07
    WEST JORDAN      UT   84084          5            08/15/01         23
    0412897639                           05           10/01/01          0
    0412897639                           O            09/01/31
    0
1




    5385005          E22/G01             F          168,525.00         ZZ
                                         360        168,335.34          1
                                       8.875          1,340.86        107
                                       8.375          1,340.86
    PALM BEACH GARD  FL   33410          1            08/20/01         23
    0412904179                           05           10/01/01          0
    0412904179                           O            09/01/31
    0


    5385012          E22/G01             F          274,990.00         ZZ
                                         360        274,672.42          1
                                       8.750          2,163.35        107
                                       8.250          2,163.35
    BURBANK          CA   91504          1            08/09/01         23
    0412908766                           01           10/01/01          0
    0412908766                           O            09/01/31
    0


    5385018          E22/G01             F          124,600.00         ZZ
                                         360        124,444.56          1
                                       8.375            947.05        104
                                       8.125            947.05
    SACRAMENTO       CA   95820          1            08/10/01         23
    0412912784                           05           10/01/01          0
    0412912784                           O            09/01/31
    0


    5385060          E22/G01             F          123,050.00         ZZ
                                         360        122,781.30          1
                                       8.500            946.15        107
                                       8.000            946.15
    HOUSTON          TX   77089          1            08/20/01         23
    0412947657                           03           10/01/01          0
    0412947657                           O            09/01/31
    0


    5385516          N46/G01             F           83,990.00         ZZ
                                         360         83,885.24          1
                                       8.375            638.38         99
                                       8.125            638.38
    LAGRANGE         KY   40031          1            08/24/01         23
    0433162070                           05           10/01/01          0
    104368                               O            09/01/31
    0


    5386075          E86/G01             F          156,045.00         ZZ
                                         360        155,923.74          1
1


                                      10.625          1,442.01        103
                                      10.375          1,442.01
    ISLAND LAKE      IL   60042          1            08/24/01         23
    0433198728                           05           10/01/01          0
    0000130147                           O            09/01/31
    0


    5386495          S20/G01             F           97,000.00         ZZ
                                         360         96,876.91          1
                                      10.250            869.22        100
                                      10.000            869.22
    COLUMBIA         SC   29209          1            08/24/01         23
    0433200268                           05           09/24/01          0
    0112422                              O            08/24/31
    0


    5388344          588/G01             F           54,693.00         ZZ
                                         360         54,614.15          1
                                       9.750            469.90        103
                                       9.500            469.90
    KINGSTON CITY    NY   12401          1            07/20/01         23
    0433119278                           05           09/01/01          0
    1041554                              O            08/01/31
    0


    5389510          147/G01             F          203,940.00         ZZ
                                         360        203,715.88          1
                                       8.990          1,639.49        103
                                       8.740          1,639.49
    INDIAN HARBOUR   FL   32937          1            08/24/01         23
    0433190899                           09           10/01/01          0
    99999999                             O            09/01/31
    0


    5389783          940/G01             F          231,756.00         ZZ
                                         360        231,466.90          1
                                       8.375          1,761.51        104
                                       8.125          1,761.51
    RIVERSIDE        CA   92508          1            08/27/01         23
    0433203460                           03           10/01/01          0
    40010869                             O            09/01/31
    0


    5389874          664/G01             F           41,070.00         ZZ
                                         360         41,003.93          1
                                       9.125            334.16        106
                                       8.875            334.16
    MARION           KS   66861          1            07/23/01         23
    0433106762                           05           09/01/01          0
1


    0008233074                           O            08/01/31
    0


    5389993          J95/G01             F          116,630.00         ZZ
                                         360        116,505.39          1
                                       9.125            948.94        107
                                       8.875            948.94
    SMYRNA           TN   37167          2            08/24/01         23
    0433189479                           05           10/01/01          0
    0023653959                           O            09/01/31
    0


    5391400          408/G01             F           99,910.00         ZZ
                                         360         99,803.26          1
                                       9.125            812.90        103
                                       8.875            812.90
    PRAIRIE VILLAGE  KS   66208          1            08/24/01         23
    0433252251                           03           10/01/01          0
    703011291                            O            09/01/31
    0


    5391959          455/G01             F          118,000.00         ZZ
                                         360        117,829.04          1
                                       9.625          1,002.99        100
                                       9.375          1,002.99
    STATESVILLE      NC   28677          1            08/01/01         23
    0433159126                           05           09/01/01          0
    42001192                             O            08/01/31
    0


    5392083          K15/G01             F           66,900.00         ZZ
                                         360         66,845.14          1
                                      10.375            605.72        103
                                      10.125            605.72
    ST. JOSEPH       IL   61873          5            08/22/01         23
    0433168937                           05           10/01/01          0
    018105302724                         O            09/01/31
    0


    5392308          Q01/G01             F           85,250.00         ZZ
                                         360         85,163.56          1
                                       9.375            709.07        100
                                       9.125            709.07
    AKRON            OH   44310          1            08/16/01         23
    0433123601                           05           10/01/01          0
    49313                                O            09/01/31
    0


1


    5392399          Q01/G01             F           39,805.00         ZZ
                                         360         39,764.64          1
                                       9.375            331.08         95
                                       9.125            331.08
    WATERLOO         IA   50703          1            08/17/01         23
    0433190246                           05           10/01/01          0
    695047                               N            09/01/31
    0


    5392465          408/G01             F           98,990.00         ZZ
                                         360         98,889.63          1
                                       9.375            823.35        100
                                       9.125            823.35
    LIBERTY          MO   64068          1            08/24/01         23
    0433177672                           05           10/01/01          0
    703011493                            O            09/01/31
    0


    5392547          700/G01             F          178,000.00         ZZ
                                         360        177,897.59          1
                                       8.750          1,400.33        100
                                       8.500          1,400.33
    HOUSTON          TX   77035          1            09/06/01         23
    0433240934                           03           11/01/01          0
    9999999999                           O            10/01/31
    0


    5394068          R17/G01             F          154,800.00         ZZ
                                         360        154,618.76          1
                                      10.625          1,430.51         95
                                      10.375          1,430.51
    GREENACRES       FL   33413          1            07/11/01         23
    0433145141                           03           09/01/01          0
    1000047226                           O            08/01/31
    0


    5394279          R17/G01             F          113,500.00         ZZ
                                         360        113,326.69          1
                                       9.375            944.04        100
                                       9.125            944.04
    ALLENTOWN        PA   18103          1            07/23/01         23
    0433194487                           05           09/01/01          0
    1000047860                           O            08/01/31
    0


    5394425          U62/G01             F          138,000.00         ZZ
                                         180        137,006.19          1
                                       8.125          1,328.78        107
                                       7.875          1,328.78
1


    CANTON           GA   30115          5            08/27/01         23
    0433183639                           05           10/01/01          0
    2001278862                           O            09/01/16
    0


    5394613          964/G01             F          116,000.00         ZZ
                                         360        115,866.04          1
                                       8.750            912.57        100
                                       8.500            912.57
    NORTH LAS VEGAS  NV   89031          1            08/30/01         23
    0433196276                           05           10/01/01          0
    142700                               O            09/01/31
    0


    5395586          E22/G01             F          137,492.00         ZZ
                                         360        137,341.24          1
                                       9.000          1,106.29        107
                                       8.500          1,106.29
    BENTONVILLE      AR   72712          5            08/16/01         23
    0412817066                           05           10/01/01          0
    0412817066                           O            09/01/31
    0


    5395589          E22/G01             F          148,034.00         ZZ
                                         360        147,871.67          1
                                       9.000          1,191.12        107
                                       8.750          1,191.12
    KENNEWICK        WA   99337          1            08/01/01         23
    0412828600                           05           10/01/01          0
    0412828600                           O            09/01/31
    0


    5395591          E22/G01             F           50,243.00         ZZ
                                         360         50,192.05          1
                                       9.375            417.90         95
                                       8.875            417.90
    CORPUS CHRISTI   TX   78416          1            08/01/01         23
    0412833089                           05           10/01/01          0
    0412833089                           N            09/01/31
    0


    5395609          E22/G01             F          139,050.00         ZZ
                                         360        138,919.73          1
                                       9.750          1,194.65        103
                                       9.500          1,194.65
    GARDEN CITY      MI   48135          1            08/21/01         23
    0412869547                           05           10/01/01          0
    0412869547                           O            09/01/31
    0
1




    5395635          E22/G01             F          282,300.00         ZZ
                                         360        281,947.85          1
                                       8.375          2,145.68        105
                                       7.875          2,145.68
    VALLEJO          CA   94591          1            08/09/01         23
    0412905622                           05           10/01/01          0
    0412905622                           O            09/01/31
    0


    5395638          E22/G01             F           83,000.00         ZZ
                                         360         82,915.85          1
                                       9.375            690.35        100
                                       9.125            690.35
    ASHEVILLE        NC   28801          1            08/21/01         23
    0412909236                           01           10/01/01          0
    0412909236                           O            09/01/31
    0


    5395660          E22/G01             F          300,000.00         ZZ
                                         360        299,403.77          1
                                       9.250          2,468.03        100
                                       9.000          2,468.03
    SAN DIEGO        CA   92120          1            08/16/01         23
    0412932428                           05           10/01/01          0
    0412932428                           O            09/01/31
    0


    5395666          E22/G01             F          124,900.00         ZZ
                                         360        124,766.55          1
                                       9.125          1,016.23        100
                                       8.625          1,016.23
    CASSELBERRY      FL   32707          1            08/21/01         23
    0412943961                           03           10/01/01          0
    0412943961                           O            09/01/31
    0


    5395667          E22/G01             F          180,250.00         ZZ
                                         360        180,089.86          1
                                      10.000          1,581.82        103
                                       9.750          1,581.82
    WAXAHACHIE       TX   75165          1            08/21/01         23
    0412948770                           05           10/01/01          0
    0412948770                           O            09/01/31
    0


    5395668          E22/G01             F          109,500.00         ZZ
                                         360        109,379.93          1
1


                                       9.000            881.06        100
                                       8.750            881.06
    AUSTIN           TX   78722          1            08/21/01         23
    0412951915                           05           10/01/01          0
    0412951915                           O            09/01/31
    0


    5396367          R74/G01             F          106,900.00         ZZ
                                         360        106,777.19          1
                                       8.775            842.90        107
                                       8.525            842.90
    DOVER            PA   17315          1            08/24/01         23
    0433240421                           05           10/01/01          0
    1010018073                           O            09/01/31
    0


    5396909          Q64/G01             F           53,500.00         ZZ
                                         360         53,438.20          1
                                       8.750            420.89        107
                                       8.500            420.89
    JENSEN BEACH     FL   34957          1            08/14/01         23
    0433151511                           01           10/01/01          0
    0102265402                           O            09/01/31
    0


    5397092          Q64/G01             F           80,000.00         ZZ
                                         360         79,881.01          1
                                       9.500            672.68        100
                                       9.250            672.68
    DALLAS           TX   75208          1            08/02/01         23
    0433189131                           05           09/01/01          0
    0102242005                           O            08/01/31
    0


    5397735          642/G01             F          101,650.00         ZZ
                                         360        101,544.20          1
                                       9.250            836.25        107
                                       9.000            836.25
    FORT LAUDERDALE  FL   33311          5            08/23/01         23
    0433218039                           05           10/01/01          0
    07187801                             O            09/01/31
    0


    5397952          B28/G01             F          197,811.00         ZZ
                                         360        197,744.22          1
                                      11.250          1,921.26        103
                                      11.000          1,921.26
    WESTMINSTER      CO   80031          1            09/04/01         23
    0433236296                           05           11/01/01          0
1


    01000454                             O            10/01/31
    0


    5399471          642/G01             F          105,000.00         ZZ
                                         360        104,906.71          1
                                      10.000            921.45         90
                                       9.750            921.45
    ORANGE PARK      FL   32065          5            08/27/01         23
    0433175387                           05           10/01/01          0
    08102501                             O            09/01/31
    0


    5399565          M43/G01             F          301,990.00         ZZ
                                         360        301,641.23          1
                                       8.750          2,375.76        107
                                       8.500          2,375.76
    SPRINGFIELD      VA   22152          1            08/31/01         23
    0433203387                           05           10/01/01          0
    727699265                            O            09/01/31
    0


    5399715          964/G01             F          223,500.00         ZZ
                                         360        223,228.25          1
                                       8.500          1,718.52        104
                                       8.250          1,718.52
    SPRINGFIELD      OR   97477          1            08/28/01         23
    0433172251                           05           10/01/01          0
    137380                               O            09/01/31
    0


    5399919          J95/G01             F          179,500.00         ZZ
                                         360        179,252.13          1
                                       7.875          1,301.50        105
                                       7.625          1,301.50
    BRISTOW          VA   20136          1            08/24/01         23
    0433195732                           09           10/01/01          0
    18705244                             O            09/01/31
    0


    5400809          M43/G01             F          188,050.00         ZZ
                                         360        187,903.87          1
                                      10.625          1,737.77        103
                                      10.375          1,737.77
    MILWAUKEE        WI   53224          5            08/09/01         23
    0433129681                           05           10/01/01          0
    ESJA17423                            O            09/01/31
    0


1


    5402062          U35/G01             F          105,000.00         ZZ
                                         360        104,904.19          1
                                       9.875            911.77        100
                                       9.625            911.77
    NORWALK          OH   44857          2            08/28/01         23
    0433203197                           05           10/01/01          0
    1MEYERS                              O            09/01/31
    0


    5402247          642/G01             F          116,531.00         ZZ
                                         360        116,406.51          1
                                       9.125            948.13        106
                                       8.875            948.13
    COLUMBIA         MD   21044          1            08/18/01         23
    0433113529                           05           10/01/01          0
    07135001                             O            09/01/31
    0


    5402695          P27/G01             F          210,000.00         ZZ
                                         360        209,808.41          1
                                       9.875          1,823.53        103
                                       9.625          1,823.53
    BRADENTON        FL   34209          5            07/28/01         23
    0433160066                           05           10/01/01          0
    5192987                              O            09/01/31
    0


    5402837          K15/G01             F           71,500.00         ZZ
                                         180         71,116.41          1
                                       8.875            719.89        107
                                       8.625            719.89
    JEANERETTE       LA   70544          5            08/27/01         23
    0433169679                           05           10/01/01          0
    00205304325                          O            09/01/16
    0


    5402879          808/G01             F          168,400.00         ZZ
                                         360        168,205.51          1
                                       8.750          1,324.81        103
                                       8.500          1,324.81
    MODESTO          CA   95350          1            08/28/01         23
    0433211042                           05           10/01/01          0
    9422801                              O            09/01/31
    0


    5404100          700/G01             F          140,700.00         ZZ
                                         360        140,549.68          1
                                       9.125          1,144.78        105
                                       8.875          1,144.78
1


    CHICAGO          IL   60652          1            08/30/01         23
    0433263027                           05           10/01/01          0
    00260907                             O            09/01/31
    0


    5404749          B57/G01             F          200,000.00         ZZ
                                         360        199,878.84          1
                                       8.500          1,537.83        100
                                       8.250          1,537.83
    RESEDA           CA   91335          1            09/07/01         23
    0433279551                           05           11/01/01          0
    2116611                              O            10/01/31
    0


    5407407          E22/G01             F          149,000.00         ZZ
                                         360        148,832.32          1
                                       8.875          1,185.51        103
                                       8.375          1,185.51
    CAPE CORAL       FL   33914          5            08/17/01         23
    0412861643                           05           10/01/01          0
    0412861643                           O            09/01/31
    0


    5407415          E22/G01             F          207,001.00         T
                                         360        206,779.84          1
                                       9.125          1,684.23        100
                                       8.875          1,684.23
    LA QUINTA        CA   92253          1            08/08/01         23
    0412869018                           03           10/01/01          0
    0412869018                           O            09/01/31
    0


    5407425          E22/G01             F          100,940.00         ZZ
                                         360        100,850.33          1
                                      10.000            885.82        103
                                       9.750            885.82
    ABINGDON         VA   24210          1            08/22/01         23
    0412888703                           05           10/01/01          0
    0412888703                           O            09/01/31
    0


    5407434          E22/G01             F          256,000.00         ZZ
                                         360        253,975.14          1
                                       8.375          1,945.78        105
                                       7.875          1,945.78
    OAKLEY           CA   94561          1            08/17/01         23
    0412895724                           05           10/01/01          0
    0412895724                           O            09/01/31
    0
1




    5407444          E22/G01             F          237,500.00         ZZ
                                         360        237,239.57          1
                                       9.000          1,910.98         95
                                       8.750          1,910.98
    BAY SHORE        NY   11706          1            08/22/01         23
    0412906729                           05           10/01/01          0
    0412906729                           O            09/01/31
    0


    5407447          E22/G01             F          139,050.00         ZZ
                                         360        138,923.14          1
                                       9.875          1,207.44        103
                                       9.375          1,207.44
    PEMBROKE PINES   FL   33028          5            08/17/01         23
    0412910838                           09           10/01/01          0
    0412910838                           O            09/01/31
    0


    5407455          E22/G01             F          247,000.00         ZZ
                                         360        246,722.04          1
                                       8.875          1,965.24        100
                                       8.625          1,965.24
    SALINAS          CA   93905          1            08/14/01         23
    0412914103                           05           10/01/01          0
    0412914103                           O            09/01/31
    0


    5407468          E22/G01             F           74,500.00         ZZ
                                         360         74,422.46          1
                                       9.250            612.89        106
                                       9.000            612.89
    HUNTSVILLE       AL   35803          1            08/21/01         23
    0412922890                           05           10/01/01          0
    0412922890                           O            09/01/31
    0


    5407471          E22/G01             F           98,500.00         ZZ
                                         360         98,412.48          1
                                      10.000            864.41         99
                                       9.750            864.41
    GOSHEN           OH   45122          1            08/22/01         23
    0412924474                           05           10/01/01          0
    0412924474                           O            09/01/31
    0


    5407480          E22/G01             F           69,000.00         ZZ
                                         360         68,924.34          1
1


                                       9.000            555.19        100
                                       8.500            555.19
    EUGENE           OR   97402          1            08/13/01         23
    0412928392                           05           10/01/01          0
    0412928392                           O            09/01/31
    0


    5407482          E22/G01             F           82,400.00         ZZ
                                         360         82,307.28          1
                                       8.875            655.61        103
                                       8.375            655.61
    CABOT            AR   72023          1            08/22/01         23
    0412930679                           05           10/01/01          0
    0412930679                           O            09/01/31
    0


    5407489          E22/G01             F          270,000.00         ZZ
                                         360        269,671.70          1
                                       8.500          2,076.07        100
                                       8.250          2,076.07
    ANTIOCH          CA   94509          1            08/20/01         23
    0412938847                           05           10/01/01          0
    0412938847                           O            09/01/31
    0


    5407491          E22/G01             F          125,500.00         ZZ
                                         360        125,365.92          1
                                       9.125          1,021.11        100
                                       8.625          1,021.11
    BRADENTON        FL   34205          1            08/22/01         23
    0412943789                           05           10/01/01          0
    0412943789                           O            09/01/31
    0


    5407818          S20/G01             F           70,040.00         ZZ
                                         360         69,976.08          1
                                       9.875            608.20        103
                                       9.625            608.20
    COLUMBIA         SC   29203          5            08/28/01         23
    0433279155                           05           10/01/01          0
    0112494                              O            09/01/31
    0


    5408137          642/G01             F          122,055.00         ZZ
                                         360        121,949.42          1
                                      10.125          1,082.41        103
                                       9.875          1,082.41
    SOUTHGATE        MI   48195          5            08/16/01         23
    0433116928                           05           10/01/01          0
1


    06193401                             O            09/01/31
    0


    5408304          E45/G01             F          119,000.00         ZZ
                                         360        118,871.54          1
                                      11.000          1,133.26        100
                                      10.750          1,133.26
    MARIETTA         GA   30060          1            08/01/01         23
    0433107778                           05           09/01/01          0
    152171                               O            08/01/31
    0


    5408365          E45/G01             F           35,000.00         ZZ
                                         360         34,939.13          1
                                       8.750            275.35        100
                                       8.500            275.35
    DOTHAN           AL   36301          1            07/25/01         23
    0433190337                           05           09/01/01          0
    150780                               O            08/01/31
    0


    5408373          N67/G01             F          196,000.00         ZZ
                                         360        195,790.60          1
                                       9.125          1,594.72        100
                                       8.875          1,594.72
    FRISCO           TX   75034          1            08/17/01         23
    0433147063                           03           10/01/01          0
    1160005118                           O            09/01/31
    0


    5408594          K15/G01             F          291,900.00         ZZ
                                         360        291,579.92          1
                                       9.000          2,348.69        100
                                       8.750          2,348.69
    AUBURN           NH   03032          1            08/28/01         23
    0433195070                           05           10/01/01          0
    03310005305521                       O            09/01/31
    0


    5409475          K15/G01             F           87,500.00         ZZ
                                         360         87,470.46          1
                                      11.250            849.85        103
                                      11.000            849.85
    WINDHAM          OH   44288          5            08/30/01         23
    0433173697                           05           11/01/01          0
    00280005303328                       O            10/01/31
    0


1


    5409732          940/G01             F          109,250.00         ZZ
                                         360        109,113.71          1
                                       8.375            830.38         95
                                       8.125            830.38
    HESPERIA         CA   92345          1            08/16/01         23
    0433124468                           05           10/01/01          0
    65010237                             O            09/01/31
    0


    5409793          J95/G01             F          153,000.00         ZZ
                                         360        152,813.96          1
                                       8.500          1,176.44        102
                                       8.250          1,176.44
    INDIANAPOLIS     IN   46254          2            08/30/01         23
    0433223328                           05           10/01/01          0
    0027454388                           O            09/01/31
    0


    5409820          642/G01             F          146,260.00         ZZ
                                         360        146,126.55          1
                                       9.875          1,270.05        103
                                       9.625          1,270.05
    WOODBURY         MN   55125          2            08/27/01         23
    0433166931                           07           10/01/01          0
    08124401                             O            09/01/31
    0


    5410127          642/G01             F           67,410.00         ZZ
                                         360         67,332.16          1
                                       8.750            530.31        107
                                       8.500            530.31
    BRANDON          FL   33511          1            08/28/01         23
    0433165685                           09           10/01/01          0
    04178601                             O            09/01/31
    0


    5411219          J40/G01             F           74,000.00         ZZ
                                         360         73,958.51          1
                                       8.875            588.78        106
                                       8.625            588.78
    SARASOTA         FL   34235          1            09/06/01         23
    0433285376                           05           11/01/01          0
    1056450                              O            10/01/31
    0


    5411531          964/G01             F          301,700.00         ZZ
                                         360        301,369.16          1
                                       9.000          2,427.55        103
                                       8.750          2,427.55
1


    REDONDO BEACH    CA   90278          1            08/27/01         23
    0433160595                           01           10/01/01          0
    142352                               O            09/01/31
    0


    5411617          U62/G01             F           81,000.00         ZZ
                                         360         80,908.85          1
                                       8.875            644.47         99
                                       8.625            644.47
    PHILADELPHIA     PA   19119          5            08/27/01         23
    0433183381                           01           10/01/01          0
    2001283109                           O            09/01/31
    0


    5411838          J95/G01             F          177,550.00         ZZ
                                         360        177,016.26          1
                                       8.125          1,318.30        107
                                       7.875          1,318.30
    SPANAWAY         WA   98387          1            08/29/01         23
    0433202116                           03           10/01/01          0
    0027469071                           O            09/01/31
    0


    5413172          E87/G01             F          190,550.00         ZZ
                                         360        190,425.35          1
                                       8.125          1,414.83        103
                                       7.875          1,414.83
    BUELLTON         CA   93427          1            09/04/01         23
    0433189768                           01           11/01/01          0
    70003706                             O            10/01/31
    0


    5413745          A39/G01             F          138,000.00         ZZ
                                         360        137,918.53          1
                                       8.625          1,073.35        100
                                       8.375          1,073.35
    TOLUCA LAKE      CA   91602          1            09/06/01         23
    0433262664                           01           11/01/01          0
    2101711RFC                           O            10/01/31
    0


    5414002          U59/G01             F          142,500.00         ZZ
                                         360        142,328.61          1
                                      10.500          1,303.51        100
                                      10.250          1,303.51
    ROYAL PALM BEAC  FL   33411          1            07/30/01         23
    0433177797                           05           09/01/01          0
    800860511                            O            08/01/31
    0
1




    5415412          E22/G01             F          165,000.00         ZZ
                                         360        164,878.53          1
                                      10.875          1,555.77        100
                                      10.375          1,555.77
    COLORADO SPRING  CO   80918          1            08/23/01         23
    0412852378                           05           10/01/01          0
    0412852378                           O            09/01/31
    0


    5415414          E22/G01             F           46,865.00         ZZ
                                         360         46,830.49          1
                                      10.875            441.89        103
                                      10.625            441.89
    MUSKOGEE         OK   74403          1            08/20/01         23
    0412864399                           05           10/01/01          0
    0412864399                           O            09/01/31
    0


    5415416          E22/G01             F          257,500.00         ZZ
                                         360        257,217.65          1
                                       9.000          2,071.90        103
                                       8.750          2,071.90
    LOS BANOS        CA   93635          1            08/02/01         23
    0412871170                           05           10/01/01          0
    0412871170                           O            09/01/31
    0


    5415430          E22/G01             F          165,300.00         ZZ
                                         360        165,136.75          1
                                       9.500          1,389.93         95
                                       9.000          1,389.93
    NORTH LAS VEGAS  NV   89031          1            08/10/01         23
    0412893885                           05           10/01/01          0
    0412893885                           O            09/01/31
    0


    5415433          E22/G01             F           83,430.00         ZZ
                                         360         83,370.24          1
                                      11.000            794.52        103
                                      10.500            794.52
    PAYETTE          ID   83661          2            08/15/01         23
    0412898348                           05           10/01/01          0
    0412898348                           O            09/01/31
    0


    5415437          E22/G01             F          266,000.00         ZZ
                                         360        265,715.82          1
1


                                       9.125          2,164.26         95
                                       8.625          2,164.26
    SAN LEANDRO      CA   94577          1            08/17/01         23
    0412899882                           05           10/01/01          0
    0412899882                           O            09/01/31
    0


    5415438          E22/G01             F          159,650.00         ZZ
                                         360        159,504.34          1
                                       9.875          1,386.32        103
                                       9.625          1,386.32
    NEW ORLEANS      LA   70131          1            08/23/01         23
    0412900417                           03           10/01/01          0
    0412900417                           O            09/01/31
    0


    5415447          E22/G01             F          140,000.00         T
                                         360        139,850.42          1
                                       9.125          1,139.09        107
                                       8.625          1,139.09
    WEST VALLEY CIT  UT   84128          1            08/14/01         23
    0412914723                           05           10/01/01          0
    0412914723                           O            09/01/31
    0


    5415458          E22/G01             F          141,000.00         ZZ
                                         360        140,884.38          2
                                      10.375          1,276.62        103
                                       9.875          1,276.62
    SEASIDE          OR   97138          1            08/14/01         23
    0412928129                           05           10/01/01          0
    0412928129                           O            09/01/31
    0


    5415460          E22/G01             F           87,950.00         ZZ
                                         360         87,860.83          1
                                       9.375            731.52        103
                                       9.125            731.52
    MONROE           GA   30656          1            08/23/01         23
    0412930471                           05           10/01/01          0
    0412930471                           O            09/01/31
    0


    5415461          E22/G01             F           48,925.00         ZZ
                                         360         48,877.93          1
                                       9.625            415.86        103
                                       9.375            415.86
    BUTLER           AL   36904          1            08/23/01         23
    0412931263                           05           10/01/01          0
1


    0412931263                           O            09/01/31
    0


    5415466          E22/G01             F           99,900.00         ZZ
                                         360         99,811.25          1
                                      10.000            876.69        100
                                       9.750            876.69
    HOUSTON          TX   77074          1            08/22/01         23
    0412941908                           03           10/01/01          0
    0412941908                           O            09/01/31
    0


    5415730          W63/G01             F           93,900.00         ZZ
                                         360         93,722.60          1
                                       9.750            806.75        105
                                       9.500            806.75
    HOUSTON          TX   77064          1            07/27/01         23
    0433211430                           03           08/27/01          0
    8881346056                           O            07/27/31
    0


    5417083          003/G01             F          137,900.00         ZZ
                                         360        137,666.34          1
                                       8.875          1,097.20        100
                                       8.625          1,097.20
    ACWORTH          GA   30101          1            07/27/01         23
    0433171121                           03           09/01/01          0
    0021489539                           O            08/01/31
    0


    5418851          642/G01             F           72,100.00         ZZ
                                         360         72,028.78          1
                                       9.500            606.26        103
                                       9.250            606.26
    LANSING          MI   48917          1            08/24/01         23
    0433146768                           05           10/01/01          0
    07158801                             O            09/01/31
    0


    5419038          950/G01             F          122,800.00         ZZ
                                         360        122,642.84          1
                                       8.250            922.56        105
                                       8.000            922.56
    KENT             WA   98032          1            08/29/01         23
    0433262482                           05           10/01/01          0
    E2108612                             O            09/01/31
    0


1


    5420291          470/G01             F          156,080.00         ZZ
                                         360        155,904.33          1
                                       8.875          1,241.85        104
                                       8.625          1,241.85
    YUBA CITY        CA   95991          1            08/29/01         23
    0433264348                           05           10/01/01          0
    18023586                             O            09/01/31
    0


    5421615          455/G01             F          216,300.00         ZZ
                                         360        216,030.17          1
                                       8.375          1,644.04        103
                                       8.125          1,644.04
    GAITHERSBURG     MD   20878          1            08/29/01         23
    0433234481                           09           10/01/01          0
    46000652                             O            09/01/31
    0


    5421832          940/G01             F          154,000.00         ZZ
                                         360        153,797.84          1
                                       8.125          1,143.45        100
                                       7.875          1,143.45
    ONTARIO          CA   91764          1            08/29/01         23
    0433222866                           05           10/01/01          0
    60010237                             O            09/01/31
    0


    5423298          W96/G01             F          175,800.00         ZZ
                                         360        175,607.22          1
                                       9.000          1,414.53        102
                                       8.750          1,414.53
    INDIANAPOLIS     IN   46260          5            08/31/01         23
    0433237724                           05           10/01/01          0
    21080067                             O            09/01/31
    0


    5424243          J95/G01             F          304,500.00         ZZ
                                         360        304,139.15          1
                                       8.625          2,368.37        106
                                       8.375          2,368.37
    GIG HARBOR       WA   98329          1            08/29/01         23
    0433191079                           05           10/01/01          0
    0027417831                           O            09/01/31
    0


    5424746          950/G01             F          237,200.00         ZZ
                                         360        236,933.06          1
                                       8.875          1,887.27        104
                                       8.625          1,887.27
1


    EVERETT          WA   98208          1            08/27/01         23
    0433269644                           05           10/01/01          0
    E1108007                             O            09/01/31
    0


    5424793          B57/G01             F          124,100.00         ZZ
                                         360        123,949.11          1
                                       8.500            954.22        103
                                       8.250            954.22
    CANYON COUNTRY   CA   91351          1            08/28/01         23
    0433194701                           01           10/01/01          0
    2140342                              O            09/01/31
    0


    5424797          N67/G01             F          335,000.00         ZZ
                                         360        334,632.65          1
                                       9.000          2,695.49        104
                                       8.750          2,695.49
    WESTWOOD         NJ   07675          5            08/29/01         23
    0433184215                           05           10/01/01          0
    1380003633                           O            09/01/31
    0


    5425803          253/G01             F           75,245.00         ZZ
                                         360         75,148.69          1
                                       8.250            565.30        101
                                       8.000            565.30
    AURORA           CO   80014          1            08/31/01         23
    0433238821                           01           10/01/01          0
    973613                               O            09/01/31
    0


    5425819          E60/G01             F          133,750.00         ZZ
                                         360        133,574.43          1
                                       8.125            993.09        107
                                       7.875            993.09
    SANTA MARIA      CA   93454          1            08/29/01         23
    0433239332                           09           10/01/01          0
    513590                               O            09/01/31
    0


    5426249          G13/G01             F           59,400.00         ZZ
                                         360         59,273.80          1
                                      10.250            532.28         99
                                      10.000            532.28
    FORTH WORTH      TX   76134          1            08/06/01         23
    0433126281                           05           09/06/01          0
    0080630                              O            08/06/31
    0
1




    5426696          624/G01             F          228,050.00         ZZ
                                         360        227,863.00          1
                                      10.375          2,064.78         99
                                      10.125          2,064.78
    SACRAMENTO       CA   95834          1            08/27/01         23
    0433186848                           05           10/01/01          0
    85604910053F                         O            09/01/31
    0


    5427989          E22/G01             F          235,870.00         ZZ
                                         360        235,070.17          1
                                       9.000          1,897.86        103
                                       8.500          1,897.86
    SANTA CLARITA    CA   91351          5            08/01/01         23
    0412832495                           05           10/01/01          0
    0412832495                           O            09/01/31
    0


    5427992          E22/G01             F           70,500.00         ZZ
                                         360         70,422.69          1
                                       9.000            567.26        106
                                       8.750            567.26
    DEMOPOLIS        AL   36732          1            08/24/01         23
    0412842767                           05           10/01/01          0
    0412842767                           O            09/01/31
    0


    5427998          E22/G01             F           70,300.00         ZZ
                                         360         70,198.90          1
                                       9.125            571.98        107
                                       8.625            571.98
    LAKE WORTH       FL   33462          1            08/24/01         23
    0412859795                           05           10/01/01          0
    0412859795                           O            09/01/31
    0


    5428004          E22/G01             F          119,500.00         ZZ
                                         360        119,368.97          1
                                       9.000            961.52        100
                                       8.750            961.52
    ELKHART          IN   46516          1            08/24/01         23
    0412874471                           05           10/01/01          0
    0412874471                           O            09/01/31
    0


    5428014          E22/G01             F           63,450.00         ZZ
                                         360         63,382.21          1
1


                                       9.125            516.25        100
                                       8.875            516.25
    HAMILTON         OH   45011          1            08/20/01         23
    0412887499                           05           10/01/01          0
    0412887499                           O            09/01/31
    0


    5428038          E22/G01             F          119,900.00         ZZ
                                         360        119,814.09          1
                                      11.000          1,141.84        100
                                      10.500          1,141.84
    COLLEGE PARK     GA   30349          1            08/24/01         23
    0412912149                           05           10/01/01          0
    0412912149                           O            09/01/31
    0


    5428039          E22/G01             F          147,411.00         ZZ
                                         360        147,261.54          1
                                       9.375          1,226.09         99
                                       8.875          1,226.09
    EAST WENATCHEE   WA   98802          1            08/21/01         23
    0412912529                           05           10/01/01          0
    0412912529                           O            09/01/31
    0


    5428054          E22/G01             F          148,000.00         ZZ
                                         360        147,833.43          1
                                       8.875          1,177.56        104
                                       8.625          1,177.56
    BROOKLYN         MI   49230          1            08/24/01         23
    0412926206                           05           10/01/01          0
    0412926206                           O            09/01/31
    0


    5428058          E22/G01             F          118,000.00         ZZ
                                         360        117,880.37          1
                                       9.375            981.46         99
                                       8.875            981.46
    TAMARAC          FL   33319          1            08/24/01         23
    0412927485                           09           10/01/01          0
    0412927485                           O            09/01/31
    0


    5428061          E22/G01             F          120,500.00         ZZ
                                         360        120,415.99          1
                                      11.125          1,158.95        103
                                      10.625          1,158.95
    FRONT ROYAL      VA   22630          1            08/24/01         23
    0412927832                           05           10/01/01          0
1


    0412927832                           O            09/01/31
    0


    5428070          E22/G01             F          146,590.00         ZZ
                                         360        146,420.72          1
                                       8.750          1,153.22        107
                                       8.250          1,153.22
    PLANTATION       FL   33324          1            08/24/01         23
    0412932865                           09           10/01/01          0
    0412932865                           O            09/01/31
    0


    5428074          E22/G01             F           85,600.00         ZZ
                                         360         85,503.67          1
                                       8.875            681.07        105
                                       8.625            681.07
    MIDWEST CITY     OK   73110          1            08/24/01         23
    0412935330                           05           10/01/01          0
    0412935330                           O            09/01/31
    0


    5428078          E22/G01             F          237,220.00         ZZ
                                         360        236,931.56          1
                                       8.500          1,824.02        103
                                       8.000          1,824.02
    MESA             AZ   85208          1            08/20/01         23
    0412936155                           03           10/01/01          0
    0412936155                           O            09/01/31
    0


    5428090          E22/G01             F          133,400.00         ZZ
                                         360        133,275.03          1
                                       9.750          1,146.11        103
                                       9.500          1,146.11
    ST. PAUL         MN   55106          1            08/24/01         23
    0412953465                           05           10/01/01          0
    0412953465                           O            09/01/31
    0


    5428095          E22/G01             F           55,640.00         ZZ
                                         360         55,577.37          1
                                       8.875            442.70        107
                                       8.625            442.70
    NEW ORLEANS      LA   70119          1            08/24/01         23
    0412959116                           05           10/01/01          0
    0412959116                           O            09/01/31
    0


1


    5428097          E22/G01             F          184,000.00         ZZ
                                         360        183,792.92          1
                                       8.875          1,463.99        104
                                       8.625          1,463.99
    LIBERTYVILLE     IL   60048          1            08/24/01         23
    0412963753                           05           10/01/01          0
    0412963753                           O            09/01/31
    0


    5428103          E22/G01             F          101,950.00         ZZ
                                         360        101,872.90          1
                                      10.750            951.68        103
                                      10.250            951.68
    GRAND JUNCTION   CO   81504          1            08/24/01         23
    0412980120                           05           10/01/01          0
    0412980120                           O            09/01/31
    0


    5428238          588/G01             F          230,050.00         ZZ
                                         360        229,784.33          1
                                       8.750          1,809.80        107
                                       8.500          1,809.80
    GERMANTOWN       MD   20874          1            08/30/01         23
    0433283199                           09           10/01/01          0
    1047553                              O            09/01/31
    0


    5428724          700/G01             F           73,723.00         ZZ
                                         360         73,640.04          1
                                       8.875            586.57        107
                                       8.625            586.57
    ROCKFORD         IL   61107          1            08/31/01         23
    0433258761                           05           10/01/01          0
    00261528                             O            09/01/31
    0


    5428864          U28/G01             F          118,900.00         ZZ
                                         360        118,766.19          1
                                       8.875            946.02        100
                                       8.625            946.02
    CONCORD          GA   30206          1            08/30/01         23
    0433235272                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5430131          737/G01             F          144,900.00         ZZ
                                         360        144,770.99          1
                                       9.990          1,270.53        100
                                       9.740          1,270.53
1


    THORNTON         CO   80229          1            08/10/01         23
    0433195203                           03           10/01/01          0
    0001784776                           O            09/01/31
    0


    5430429          F34/G01             F          225,000.00         ZZ
                                         360        224,746.79          1
                                       8.875          1,790.20        100
                                       8.625          1,790.20
    LOS BANOS        CA   93635          1            08/31/01         23
    0433276383                           05           10/01/01          0
    30108011                             O            09/01/31
    0


    5431049          U35/G01             F          176,225.00         ZZ
                                         360        176,031.76          2
                                       9.000          1,417.95         95
                                       8.750          1,417.95
    APPLETON         WI   54914          1            08/31/01         23
    0433203361                           05           10/01/01          0
    1255                                 O            09/01/31
    0


    5431356          N67/G01             F          136,500.00         ZZ
                                         360        136,346.38          1
                                       8.875          1,086.06         99
                                       8.625          1,086.06
    AUSTIN           TX   78748          1            09/04/01         23
    0433206893                           05           10/01/01          0
    1160005075                           O            09/01/31
    0


    5432337          J95/G01             F          190,500.00         ZZ
                                         360        190,266.96          1
                                       8.875          1,515.71        103
                                       8.625          1,515.71
    GLENDALE         AZ   85306          1            08/29/01         23
    0433174869                           05           10/01/01          0
    0027438977                           O            09/01/31
    0


    5433140          K15/G01             F           81,300.00         ZZ
                                         360         81,181.79          1
                                       9.875            705.97        103
                                       9.625            705.97
    ROCK HILL        SC   29730          1            08/30/01         23
    0433182276                           05           10/01/01          0
    002305303791                         O            09/01/31
    0
1




    5434080          J95/G01             F          126,700.00         ZZ
                                         360        126,639.30          1
                                       9.625          1,076.94        103
                                       9.375          1,076.94
    LAPEER           MI   48446          5            09/07/01         23
    0433259660                           05           11/01/01          0
    0027413533                           O            10/01/31
    0


    5434414          147/G01             F          380,750.00         ZZ
                                         360        380,332.48          1
                                       9.000          3,063.61        103
                                       8.750          3,063.61
    MURFREESBORO     TN   37129          5            08/30/01         23
    0433190907                           05           10/01/01          0
    9999999999                           O            09/01/31
    0


    5434954          477/G01             F          145,000.00         ZZ
                                         360        144,909.88          1
                                       8.375          1,102.10        100
                                       8.125          1,102.10
    MESA             AZ   85202          1            09/04/01         23
    0433223419                           05           11/01/01          0
    115782                               O            10/01/31
    0


    5435270          147/G01             F          179,529.00         ZZ
                                         360        179,326.95          1
                                       8.875          1,428.42        103
                                       8.625          1,428.42
    MEADVILLE        PA   16335          1            08/30/01         23
    0433259454                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5435913          737/G01             F          130,000.00         ZZ
                                         360        129,857.45          1
                                       9.000          1,046.01        100
                                       8.750          1,046.01
    CHANDLER         AZ   85224          1            08/30/01         23
    0433247624                           05           10/01/01          0
    2036094                              O            09/01/31
    0


    5436370          J95/G01             F           70,000.00         ZZ
                                         360         69,936.12          1
1


                                       9.875            607.85        103
                                       9.625            607.85
    PROSSER          WA   99350          1            08/30/01         23
    0433199841                           05           10/01/01          0
    0027349646                           O            09/01/31
    0


    5436439          K15/G01             F           75,000.00         ZZ
                                         360         74,946.27          1
                                      11.000            714.24         99
                                      10.750            714.24
    EAST MOLINE      IL   61244          5            08/27/01         23
    0433182177                           05           10/01/01          0
    029405303382                         O            09/01/31
    0


    5436484          U05/G01             F          181,000.00         ZZ
                                         360        180,779.93          1
                                       8.500          1,391.73        100
                                       8.250          1,391.73
    NEW RIVER        AZ   85087          1            08/28/01         23
    0433191004                           05           10/01/01          0
    3162649                              O            09/01/31
    0


    5437428          Q78/G01             F          141,133.00         ZZ
                                         360        140,977.90          1
                                       8.990          1,134.58        107
                                       8.740          1,134.58
    EAST ALTON       IL   62024          1            08/16/01         23
    0433228178                           05           10/01/01          0
    691679                               O            09/01/31
    0


    5437713          561/G01             F          118,000.00         ZZ
                                         360        117,867.19          1
                                       8.875            938.87        106
                                       8.625            938.87
    ANNAPOLIS        MD   21403          5            08/16/01         23
    0433149002                           01           10/01/01          0
    18674382                             O            09/01/31
    0


    5438331          U62/G01             F          113,500.00         ZZ
                                         360        113,423.85          1
                                       8.000            832.82        106
                                       7.750            832.82
    CLAYTON          NC   27520          2            09/20/01         23
    0433231107                           05           11/01/01          0
1


    2001289715                           O            10/01/31
    0


    5439065          E22/G01             F          203,800.00         ZZ
                                         360        203,454.68          1
                                       8.875          1,621.52        104
                                       8.625          1,621.52
    MACOMB TOWNSHIP  MI   48044          1            07/31/01         23
    0412861692                           05           09/01/01          0
    0412861692                           O            08/01/31
    0


    5439078          E22/G01             F          171,200.00         ZZ
                                         360        170,986.44          1
                                       8.375          1,301.24        107
                                       7.875          1,301.24
    LAS VEGAS        NV   89110          1            08/21/01         23
    0412881088                           05           10/01/01          0
    0412881088                           O            09/01/31
    0


    5439086          E22/G01             F           71,500.00         ZZ
                                         360         71,425.59          1
                                       9.250            588.21        105
                                       8.750            588.21
    KENNEWICK        WA   99336          1            08/15/01         23
    0412889982                           05           10/01/01          0
    0412889982                           O            09/01/31
    0


    5439088          E22/G01             F          198,485.00         ZZ
                                         360        198,267.34          1
                                       9.000          1,597.06        107
                                       8.750          1,597.06
    BOZEMAN          MT   59715          1            08/24/01         23
    0412892234                           05           10/01/01          0
    0412892234                           O            09/01/31
    0


    5439092          E22/G01             F          109,100.00         ZZ
                                         360        109,004.83          2
                                      10.875          1,028.69        103
                                      10.375          1,028.69
    PROVIDENCE       RI   02908          5            08/22/01         23
    0412896292                           05           10/01/01          0
    0412896292                           O            09/01/31
    0


1


    5439121          E22/G01             F          269,860.00         ZZ
                                         360        269,613.77          1
                                       9.875          2,343.33        103
                                       9.625          2,343.33
    RANDOLPH         MA   02368          5            08/21/01         23
    0412920043                           05           10/01/01          0
    0412920043                           O            09/01/31
    0


    5439125          E22/G01             F          107,000.00         ZZ
                                         360        106,883.61          1
                                       9.250            880.26        107
                                       9.000            880.26
    CARTERVILLE      IL   62918          1            08/27/01         23
    0412921728                           05           10/01/01          0
    0412921728                           O            09/01/31
    0


    5439133          E22/G01             F          240,000.00         ZZ
                                         360        239,708.83          1
                                       9.125          1,952.72        100
                                       8.875          1,952.72
    SACRAMENTO       CA   95828          1            08/14/01         23
    0412926263                           05           10/01/01          0
    0412926263                           O            09/01/31
    0


    5439153          E22/G01             F           61,697.00         ZZ
                                         360         61,631.07          1
                                       9.125            501.99        103
                                       8.875            501.99
    GRANBURY         TX   76048          1            08/23/01         23
    0412935496                           05           10/01/01          0
    0412935496                           O            09/01/31
    0


    5439172          E22/G01             F          119,350.00         ZZ
                                         360        119,273.36          1
                                      11.500          1,181.91        103
                                      11.000          1,181.91
    ALABASTER        AL   35007          1            08/24/01         23
    0412950362                           05           10/01/01          0
    0412950362                           O            09/01/31
    0


    5439173          E22/G01             F          109,675.00         ZZ
                                         360        109,463.71          1
                                       8.875            872.62        107
                                       8.375            872.62
1


    MIAMI            FL   33015          1            08/27/01         23
    0412951600                           09           10/01/01          0
    0412951600                           O            09/01/31
    0


    5439190          E22/G01             F          129,200.00         ZZ
                                         360        129,042.90          1
                                       8.500            993.44         95
                                       8.000            993.44
    TWIN FALLS       ID   83301          1            08/22/01         23
    0412973976                           05           10/01/01          0
    0412973976                           O            09/01/31
    0


    5439713          642/G01             F          150,000.00         ZZ
                                         360        149,835.53          1
                                       9.000          1,206.93        100
                                       8.750          1,206.93
    HOUSTON          TX   77008          1            08/27/01         23
    0433128386                           05           10/01/01          0
    08157601                             O            09/01/31
    0


    5440371          N74/G01             F          133,900.00         ZZ
                                         360        133,811.62          1
                                      11.375          1,313.24        103
                                      11.125          1,313.24
    HARPERS FERRY    WV   25425          1            08/31/01         23
    0433281250                           05           10/01/01          0
    1                                    O            09/01/31
    0


    5440989          J95/G01             F          132,600.00         ZZ
                                         360        132,421.47          1
                                       8.000            972.97        100
                                       7.750            972.97
    PEORIA           AZ   85383          1            08/31/01         23
    0433253127                           03           10/01/01          0
    0023460702                           O            09/01/31
    0


    5441659          W33/G01             F           77,040.00         ZZ
                                         360         76,902.57          1
                                       8.625            599.21        107
                                       8.375            599.21
    SELLERSBURG      IN   47172          1            08/31/01         23
    0433228277                           05           09/30/01          0
    0126765                              O            08/30/31
    0
1




    5441805          P57/G01             F          144,200.00         ZZ
                                         360        144,057.56          1
                                       9.500          1,212.52        103
                                       9.250          1,212.52
    FREDERICKTOWN    OH   43019          5            08/31/01         23
    0433219300                           05           10/06/01          0
    9911957                              O            09/06/31
    0


    5442555          N67/G01             F           55,000.00         ZZ
                                         360         54,969.17          1
                                       8.875            437.60        100
                                       8.625            437.60
    PHOENIX          AZ   85033          1            09/21/01         23
    0433275799                           09           11/01/01          0
    1780008112                           O            10/01/31
    0


    5443052          U35/G01             F           54,862.00         ZZ
                                         360         54,796.99          1
                                       8.625            426.71         95
                                       8.375            426.71
    FRESNO           CA   93705          1            08/31/01         23
    0433172004                           05           10/01/01          0
    1                                    N            09/01/31
    0


    5443134          J95/G01             F          292,500.00         ZZ
                                         360        292,135.13          1
                                       8.375          2,223.21        100
                                       8.125          2,223.21
    PORTLAND         OR   97219          1            08/30/01         23
    0433187051                           05           10/01/01          0
    27448596                             O            09/01/31
    0


    5444459          Q78/G01             F          129,780.00         ZZ
                                         360        129,606.30          1
                                      10.000          1,138.92        103
                                       9.750          1,138.92
    WICHITA          KS   67226          1            07/25/01         23
    0433125515                           05           09/01/01          0
    688776                               O            08/01/31
    0


    5444557          588/G01             F          181,000.00         ZZ
                                         360        180,895.86          1
1


                                       8.750          1,423.93        104
                                       8.500          1,423.93
    TOWNSHIP OF BER  NJ   07920          1            09/07/01         23
    0433233996                           01           11/01/01          0
    1048197                              O            10/01/31
    0


    5445640          E84/G01             F          151,500.00         ZZ
                                         360        151,333.88          1
                                       9.000          1,219.00        100
                                       8.750          1,219.00
    AURORA           CO   80017          1            08/31/01         23
    0433239662                           01           10/01/01          0
    32801041                             O            09/01/31
    0


    5446091          950/G01             F          205,800.00         ZZ
                                         360        205,596.74          1
                                       9.500          1,730.48        103
                                       9.250          1,730.48
    MIDDLETOWN       MD   21769          1            09/05/01         23
    0433277431                           05           10/01/01          0
    E4108033                             O            09/01/31
    0


    5446514          E84/G01             F          253,000.00         ZZ
                                         360        252,715.29          1
                                       8.875          2,012.98        100
                                       8.625          2,012.98
    AURORA           CO   80014          1            09/04/01         23
    0433259629                           05           10/01/01          0
    32801120                             O            09/01/31
    0


    5446697          664/G01             F          107,120.00         ZZ
                                         360        107,078.56          1
                                      10.625            989.90        103
                                      10.375            989.90
    ROCKTON          IL   61072          1            09/10/01         23
    0433270063                           05           11/01/01          0
    0008315467                           O            10/01/31
    0


    5448015          W09/G01             F          148,320.00         ZZ
                                         180        148,121.11          1
                                      10.000          1,301.62        101
                                       9.750          1,301.62
    DAYTON           OH   45415          2            08/24/01         23
    0433254208                           05           09/29/01          0
1


    20016918                             O            08/29/16
    0


    5448169          948/G01             F           83,600.00         ZZ
                                         360         83,515.24          1
                                       9.375            695.35         95
                                       9.125            695.35
    SAINT LOUIS      MO   63138          1            08/31/01         23
    0433217833                           05           10/01/01          0
    62564                                N            09/01/31
    0


    5448400          964/G01             F          127,975.00         ZZ
                                         360        127,905.09          1
                                       9.000          1,029.72        100
                                       8.750          1,029.72
    LAS VEGAS        NV   89123          1            09/04/01         23
    0433209558                           03           11/01/01          0
    144576                               O            10/01/31
    0


    5448500          U05/G01             F           96,000.00         ZZ
                                         360         95,900.08          1
                                       9.250            789.77        100
                                       9.000            789.77
    SCOTTSDALE       AZ   85250          1            08/30/01         23
    0433200300                           01           10/01/01          0
    3163893                              O            09/01/31
    0


    5448688          U05/G01             F          133,000.00         ZZ
                                         360        132,846.40          1
                                       8.750          1,046.31        105
                                       8.500          1,046.31
    BLOOMINGTON      IN   47404          1            08/31/01         23
    0433189354                           05           10/01/01          0
    3164021                              O            09/01/31
    0


    5448825          J95/G01             F          223,000.00         ZZ
                                         360        222,868.33          1
                                       8.625          1,734.48        104
                                       8.375          1,734.48
    CLACKAMAS        OR   97015          1            09/06/01         23
    0433209640                           05           11/01/01          0
    0027489426                           O            10/01/31
    0


1


    5450506          E22/G01             F           46,350.00         ZZ
                                         360         46,325.48          1
                                      12.375            490.18        103
                                      11.875            490.18
    SCRANTON         PA   18505          1            08/28/01         23
    0412806119                           05           10/01/01          0
    0412806119                           O            09/01/31
    0


    5450567          E22/G01             F          260,900.00         ZZ
                                         360        260,590.83          1
                                       8.625          2,029.25        106
                                       8.125          2,029.25
    SAN PABLO        CA   94806          1            08/17/01         23
    0412925588                           05           10/01/01          0
    0412925588                           O            09/01/31
    0


    5450573          E22/G01             F          164,900.00         ZZ
                                         360        164,714.42          1
                                       8.875          1,312.02        100
                                       8.375          1,312.02
    GRESHAM          OR   97030          1            08/22/01         23
    0412928582                           05           10/01/01          0
    0412928582                           O            09/01/31
    0


    5450577          E22/G01             F          109,100.00         ZZ
                                         360        109,025.98          1
                                      11.250          1,059.65         90
                                      10.750          1,059.65
    BLOOMINGTON      IL   61704          1            08/28/01         23
    0412929259                           05           10/01/01          0
    0412929259                           O            09/01/31
    0


    5450581          E22/G01             F          157,000.00         ZZ
                                         360        156,844.95          1
                                       9.500          1,320.14        103
                                       9.250          1,320.14
    CORDOVA          TN   38018          1            08/27/01         23
    0412932212                           05           10/01/01          0
    0412932212                           O            09/01/31
    0


    5450582          E22/G01             F          190,550.00         ZZ
                                         360        190,405.88          1
                                      10.750          1,778.75         97
                                      10.250          1,778.75
1


    MERIDIAN         MS   39301          1            08/28/01         23
    0412932618                           05           10/01/01          0
    0412932618                           O            09/01/31
    0


    5450589          E22/G01             F           84,150.00         ZZ
                                         360         84,052.81          1
                                       8.750            662.01        100
                                       8.250            662.01
    SANGER           CA   93657          1            08/17/01         23
    0412939464                           05           10/01/01          0
    0412939464                           O            09/01/31
    0


    5450597          E22/G01             F           85,800.00         ZZ
                                         360         85,695.67          1
                                       8.500            659.73        102
                                       8.250            659.73
    HARRODSBURG      KY   40330          1            08/28/01         23
    0412948416                           05           10/01/01          0
    0412948416                           O            09/01/31
    0


    5450604          E22/G01             F           74,220.00         ZZ
                                         360         74,109.49          1
                                       7.500            518.96        101
                                       7.000            518.96
    HOT SPRINGS      AR   71913          9            08/23/01         23
    0412953309                           05           10/01/01          0
    0412953309                           O            09/01/31
    0


    5450609          E22/G01             F          187,250.00         ZZ
                                         360        187,033.75          1
                                       8.750          1,473.10        107
                                       8.500          1,473.10
    LAKEWOOD         CO   80232          1            08/28/01         23
    0412959033                           05           10/01/01          0
    0412959033                           O            09/01/31
    0


    5450614          E22/G01             F          143,170.00         ZZ
                                         360        143,032.27          1
                                       9.625          1,216.93        103
                                       9.375          1,216.93
    OKLAHOMA CITY    OK   73003          1            08/28/01         23
    0412968018                           03           10/01/01          0
    0412968018                           O            09/01/31
    0
1




    5451669          R65/G01             F           73,200.00         ZZ
                                         360         73,113.01          1
                                       8.625            569.34        104
                                       8.375            569.34
    MONROEVILLE      IN   46773          1            08/31/01         23
    0433193836                           05           10/01/01          0
    MWLLC1220                            O            09/01/31
    0


    5451836          664/G01             F          100,950.00         ZZ
                                         360        100,830.37          1
                                       8.625            785.18         95
                                       8.375            785.18
    TACOMA           WA   98406          1            08/23/01         23
    0433257060                           05           10/01/01          0
    0008274334                           N            09/01/31
    0


    5453091          J95/G01             F          131,325.00         ZZ
                                         360        131,243.37          1
                                       8.375            998.17        103
                                       8.125            998.17
    BEND             OR   97702          1            09/04/01         23
    0433234853                           05           11/01/01          0
    0027501097                           O            10/01/31
    0


    5453166          665/G01             F           93,000.00         ZZ
                                         360         92,877.93          1
                                       8.125            690.52        106
                                       7.875            690.52
    BROKEN ARROW     OK   74102          1            08/31/01         23
    0433190857                           05           10/01/01          0
    88102416                             O            09/01/31
    0


    5454736          U66/G01             F           82,650.00         ZZ
                                         360         82,604.86          1
                                       9.000            665.02         95
                                       8.750            665.02
    HOUSTON          TX   77035          1            09/05/01         23
    0433234820                           05           11/01/01          0
    260                                  O            10/01/31
    0


    5454856          R54/G01             F          103,255.00         ZZ
                                         360        103,144.68          1
1


                                       9.125            840.12        107
                                       8.875            840.12
    LITTLE ROCK      AR   72205          5            08/31/01         23
    0433244100                           05           10/01/01          0
    1002384                              O            09/01/31
    0


    5455576          964/G01             F          179,200.00         ZZ
                                         360        179,023.02          1
                                       9.500          1,506.81        103
                                       9.250          1,506.81
    TUALATIN         OR   97062          5            08/30/01         23
    0433195435                           05           10/01/01          0
    143534                               O            09/01/31
    0


    5456366          N67/G01             F           87,000.00         ZZ
                                         360         86,951.23          1
                                       8.875            692.21        100
                                       8.625            692.21
    LAGRANGE         OH   44050          1            09/20/01         23
    0433279874                           05           11/01/01          0
    3250006979                           O            10/01/31
    0


    5459384          E22/G01             F          188,320.00         ZZ
                                         360        188,072.79          1
                                       8.125          1,398.27        107
                                       7.875          1,398.27
    PALM HARBOR      FL   34684          9            08/24/01         23
    0412843369                           05           10/01/01          0
    0412843369                           O            09/01/31
    0


    5459388          E22/G01             F          237,500.00         ZZ
                                         360        237,259.20          1
                                       9.375          1,975.40        100
                                       9.125          1,975.40
    SKOKIE           IL   60077          1            08/29/01         23
    0412850752                           05           10/01/01          0
    0412850752                           O            09/01/31
    0


    5459398          E22/G01             F           34,247.00         ZZ
                                         360         34,211.36          1
                                       9.250            281.74         95
                                       9.000            281.74
    MOBILE           AL   36606          1            08/29/01         23
    0412871386                           05           10/01/01          0
1


    0412871386                           N            09/01/31
    0


    5459400          E22/G01             F          158,620.00         ZZ
                                         360        158,459.17          1
                                       9.375          1,319.32        103
                                       9.125          1,319.32
    RANCHO CORDOVA   CA   95670          1            08/21/01         23
    0412872087                           05           10/01/01          0
    0412872087                           O            09/01/31
    0


    5459404          E22/G01             F          232,650.00         ZZ
                                         360        232,504.64          1
                                      11.625          2,326.13         99
                                      11.125          2,326.13
    GRAND RAPIDS     MI   49512          1            08/29/01         23
    0412880015                           05           10/01/01          0
    0412880015                           O            09/01/31
    0


    5459415          E22/G01             F          126,000.00         ZZ
                                         360        125,865.39          1
                                       9.125          1,025.18         99
                                       8.625          1,025.18
    VANCOUVER        WA   98684          1            08/23/01         23
    0412895153                           05           10/01/01          0
    0412895153                           O            09/01/31
    0


    5459422          E22/G01             F           88,500.00         ZZ
                                         360         88,450.49          1
                                      12.125            918.85        103
                                      11.625            918.85
    LOUISVILLE       KY   40217          1            08/29/01         23
    0412902728                           05           10/01/01          0
    0412902728                           O            09/01/31
    0


    5459425          E22/G01             F          338,000.00         ZZ
                                         360        337,638.89          1
                                       9.125          2,750.08        107
                                       8.875          2,750.08
    SAN DIEGO        CA   92130          1            08/13/01         23
    0412907131                           01           10/01/01          0
    0412907131                           O            09/01/31
    0


1


    5459427          E22/G01             F          224,000.00         ZZ
                                         360        223,396.97          1
                                       8.500          1,722.37        107
                                       8.000          1,722.37
    FOLSOM           CA   95630          1            08/16/01         23
    0412911059                           05           10/01/01          0
    0412911059                           O            09/01/31
    0


    5459467          E22/G01             F           58,900.00         ZZ
                                         360         58,835.42          1
                                       9.000            473.92         88
                                       8.750            473.92
    ELKHART          IN   46516          1            08/29/01         23
    0412937856                           05           10/01/01          0
    0412937856                           N            09/01/31
    0


    5459487          E22/G01             F          278,000.00         ZZ
                                         360        277,670.56          1
                                       8.625          2,162.26        100
                                       8.125          2,162.26
    HAYWARD          CA   94541          1            08/24/01         23
    0412946097                           05           10/01/01          0
    0412946097                           O            09/01/31
    0


    5459510          E22/G01             F          148,900.00         ZZ
                                         360        148,752.94          2
                                       9.500          1,252.03         99
                                       9.250          1,252.03
    REYNOLDSBURG     OH   43068          1            08/29/01         23
    0412963829                           05           10/01/01          0
    0412963829                           O            09/01/31
    0


    5459514          E22/G01             F          176,130.00         ZZ
                                         360        175,857.30          1
                                       8.750          1,385.62        101
                                       8.500          1,385.62
    KENNER           LA   70065          1            08/29/01         23
    0412968935                           05           10/01/01          0
    0412968935                           O            09/01/31
    0


    5459522          E22/G01             F          189,650.00         ZZ
                                         360        189,436.57          1
                                       8.875          1,508.94         95
                                       8.625          1,508.94
1


    NARRAGANSETT     RI   02882          1            08/30/01         23
    0412975427                           05           10/01/01          0
    0412975427                           N            09/01/31
    0


    5461165          E82/G01             F          127,700.00         ZZ
                                         360        127,532.37          1
                                       8.125            948.17        102
                                       7.875            948.17
    EDEN PRAIRIE     MN   55347          1            08/29/01         23
    0400479705                           01           10/01/01          0
    0400479705                           O            09/01/31
    0


    5464625          K15/G01             F          167,700.00         ZZ
                                         360        167,603.51          1
                                       8.750          1,319.30        107
                                       8.500          1,319.30
    GRAND RAPIDS     MI   49508          5            09/05/01         23
    0433194008                           05           11/01/01          0
    003590005304097                      O            10/01/31
    0


    5466565          U05/G01             F           68,400.00         ZZ
                                         360         68,362.64          1
                                       9.000            550.36         95
                                       8.750            550.36
    IRVING           TX   75061          1            09/14/01         10
    0433245859                           05           11/01/01         25
    3163477                              N            10/01/31
    0


    5467618          N67/G01             F          129,950.00         ZZ
                                         360        129,873.28          1
                                       8.625          1,010.74        100
                                       8.375          1,010.74
    PHOENIX          AZ   85022          1            09/25/01         23
    0433263621                           03           11/01/01          0
    1780008081                           O            10/01/31
    0


    5467954          B28/G01             F          123,050.00         ZZ
                                         360        122,975.45          1
                                       8.500            946.15        107
                                       8.250            946.15
    WEST CHICAGO     IL   60185          1            09/07/01         23
    0433210648                           05           11/01/01          0
    0107200023                           O            10/01/31
    0
1




    5468027          K15/G01             F          138,500.00         ZZ
                                         360        138,441.92          1
                                      10.250          1,241.10         99
                                      10.000          1,241.10
    WATERTOWN        MN   55388          1            09/07/01         23
    0433191384                           05           11/01/01          0
    001310005305122                      O            10/01/31
    0


    5468372          K15/G01             F          283,500.00         ZZ
                                         360        283,304.90          1
                                       7.875          2,055.57        107
                                       7.625          2,055.57
    BROOKLYN         NY   11229          1            09/26/01         23
    0433285988                           07           11/01/01          0
    005005301464                         O            10/01/31
    0


    5469172          J95/G01             F          142,500.00         ZZ
                                         360        142,401.93          1
                                       7.875          1,033.23        100
                                       7.625          1,033.23
    PORTLAND         OR   97230          1            09/20/01         23
    0433224961                           05           11/01/01          0
    0027532829                           O            10/01/31
    0


    5469351          685/G01             F          215,250.00         ZZ
                                         360        215,119.60          1
                                       8.500          1,655.09        103
                                       8.250          1,655.09
    LOS ANGELES      CA   91606          1            09/06/01         23
    0433226628                           05           11/01/01          0
    126777                               O            10/01/31
    0


    5471297          E22/G01             F           79,900.00         ZZ
                                         360         79,802.86          1
                                       8.500            614.36        100
                                       8.000            614.36
    HOUSTON          TX   77009          1            08/30/01         23
    0412854549                           05           10/01/01          0
    0412854549                           O            09/01/31
    0


    5471311          E22/G01             F          221,000.00         ZZ
                                         360        220,751.28          1
1


                                       8.875          1,758.38         98
                                       8.625          1,758.38
    PALM CITY        FL   34990          1            08/30/01         23
    0412883753                           03           10/01/01          0
    0412883753                           O            09/01/31
    0


    5471314          E22/G01             F          149,800.00         ZZ
                                         360        149,635.75          1
                                       9.000          1,205.32        107
                                       8.500          1,205.32
    SEMINOLE         FL   33772          1            08/27/01         23
    0412893141                           05           10/01/01          0
    0412893141                           O            09/01/31
    0


    5471316          E22/G01             F          156,560.00         ZZ
                                         360        156,417.15          1
                                       9.875          1,359.49        100
                                       9.375          1,359.49
    HOLLYWOOD        FL   33020          1            08/30/01         23
    0412898066                           05           10/01/01          0
    0412898066                           O            09/01/31
    0


    5471320          E22/G01             F          184,370.00         ZZ
                                         360        184,145.81          1
                                       8.500          1,417.65        103
                                       8.250          1,417.65
    STANWOOD         WA   98292          1            08/27/01         23
    0412901233                           05           10/01/01          0
    0412901233                           O            09/01/31
    0


    5471322          E22/G01             F          134,500.00         ZZ
                                         360        134,363.63          1
                                       9.375          1,118.70        100
                                       9.125          1,118.70
    ASHEVILLE        NC   28805          1            08/30/01         23
    0412903585                           05           10/01/01          0
    0412903585                           O            09/01/31
    0


    5471329          E22/G01             F           52,450.00         ZZ
                                         360         52,411.38          1
                                      10.875            494.55         99
                                      10.625            494.55
    NASHVILLE        TN   37211          1            08/29/01         23
    0412917106                           01           10/01/01          0
1


    0412917106                           O            09/01/31
    0


    5471331          E22/G01             F          256,550.00         ZZ
                                         360        256,229.96          1
                                       8.375          1,949.97        107
                                       8.125          1,949.97
    FOLSOM           CA   95630          1            08/23/01         23
    0412918906                           05           10/01/01          0
    0412918906                           O            09/01/31
    0


    5471335          E22/G01             F          131,000.00         ZZ
                                         360        130,852.58          1
                                       8.875          1,042.29        101
                                       8.625          1,042.29
    PINELLAS PARK    FL   33782          1            08/30/01         23
    0412923690                           05           10/01/01          0
    0412923690                           O            09/01/31
    0


    5471338          E22/G01             F           52,430.00         ZZ
                                         360         52,375.43          1
                                       9.250            431.33        107
                                       8.750            431.33
    COCOA            FL   32926          1            08/30/01         23
    0412925760                           05           10/01/01          0
    0412925760                           O            09/01/31
    0


    5471345          E22/G01             F           75,500.00         ZZ
                                         360         75,415.04          2
                                       8.875            600.71         95
                                       8.625            600.71
    HARVEST          AL   35749          1            08/30/01         23
    0412929556                           05           10/01/01          0
    0412929556                           N            09/01/31
    0


    5471347          E22/G01             F          182,500.00         ZZ
                                         360        182,299.87          1
                                       9.000          1,468.44        100
                                       8.750          1,468.44
    LOMBARD          IL   60148          1            08/30/01         23
    0412930539                           05           10/01/01          0
    0412930539                           O            09/01/31
    0


1


    5471352          E22/G01             F          105,260.00         T
                                         360        105,138.44          1
                                       8.750            828.08         99
                                       8.250            828.08
    DESTIN           FL   32550          1            08/28/01         23
    0413938367                           01           10/01/01          0
    0412938367                           O            09/01/31
    0


    5471364          E22/G01             F           60,610.00         ZZ
                                         360         60,545.25          1
                                       9.125            493.14         95
                                       8.625            493.14
    POCATELLO        ID   83201          1            08/23/01         23
    0412944522                           05           10/01/01          0
    0412944522                           O            09/01/31
    0


    5471365          E22/G01             F          249,500.00         ZZ
                                         360        249,204.32          1
                                       8.625          1,940.59        105
                                       8.125          1,940.59
    VALLEJO          CA   94591          1            08/27/01         23
    0412945776                           05           10/01/01          0
    0412945776                           O            09/01/31
    0


    5471369          E22/G01             F          180,250.00         ZZ
                                         360        180,007.31          1
                                       8.000          1,322.61        103
                                       7.500          1,322.61
    SUN VALLEY       CA   91352          1            08/23/01         23
    0412947889                           05           10/01/01          0
    0412947889                           O            09/01/31
    0


    5471379          E22/G01             F          274,900.00         ZZ
                                         360        274,582.53          1
                                       8.750          2,162.64        100
                                       8.500          2,162.64
    ORANGE           CA   92868          1            08/27/01         23
    0412962219                           05           10/01/01          0
    0412962219                           O            09/01/31
    0


    5471381          E22/G01             F          179,000.00         ZZ
                                         360        178,793.29          1
                                       8.750          1,408.19        106
                                       8.250          1,408.19
1


    MONTEBELLO       CA   90640          1            08/24/01         23
    0412963225                           05           10/01/01          0
    0412963225                           O            09/01/31
    0


    5471383          E22/G01             F           72,048.00         ZZ
                                         360         71,868.98          1
                                       8.500            553.99        103
                                       8.250            553.99
    LUBBOCK          TX   79423          1            08/30/01         23
    0412963894                           05           10/01/01          0
    0412963894                           O            09/01/31
    0


    5471385          E22/G01             F          156,450.00         ZZ
                                         360        156,269.32          1
                                       8.750          1,230.79        105
                                       8.500          1,230.79
    LIVONIA          MI   48152          1            08/30/01         23
    0412965527                           01           10/01/01          0
    0412965527                           O            09/01/31
    0


    5471392          E22/G01             F          260,950.00         ZZ
                                         360        260,640.77          1
                                       8.625          2,029.64        107
                                       8.125          2,029.64
    MURIETTA         CA   92564          1            08/28/01         23
    0412972754                           05           10/01/01          0
    0412972754                           O            09/01/31
    0


    5471394          E22/G01             F          196,100.00         ZZ
                                         360        195,867.61          1
                                       8.625          1,525.25        103
                                       8.375          1,525.25
    NORTH BEND       WA   98045          1            08/27/01         23
    0412976136                           03           10/01/01          0
    0412976136                           O            09/01/31
    0


    5471400          E22/G01             F          127,950.00         ZZ
                                         360        127,806.01          1
                                       8.875          1,018.03        100
                                       8.625          1,018.03
    CORINTH          TX   76210          1            08/30/01         23
    0412984304                           05           10/01/01          0
    0412984304                           O            09/01/31
    0
1




    5471439          E82/G01             F          139,600.00         ZZ
                                         360        139,438.79          1
                                       8.750          1,098.23        101
                                       8.500          1,098.23
    EDEN PRAIRIE     MN   55344          1            08/31/01         23
    0400456265                           09           10/01/01          0
    0400456265                           O            09/01/31
    0


    5472851          737/G01             F          179,550.00         ZZ
                                         360        179,372.68          1
                                       9.500          1,509.75         95
                                       9.250          1,509.75
    PACOIMA          CA   91331          1            08/13/01         23
    0433154523                           05           10/01/01          0
    1785468                              O            09/01/31
    0


    5472852          737/G01             F          127,330.00         ZZ
                                         360        127,076.55          1
                                       9.250          1,047.51        107
                                       9.000          1,047.51
    LAKE ELSINORE    CA   92530          5            08/22/01         23
    0433118098                           05           10/01/01          0
    1787597                              O            09/01/31
    0


    5474080          737/G01             F           83,600.00         ZZ
                                         360         83,551.90          1
                                       8.750            657.68         95
                                       8.500            657.68
    GLENDALE         AZ   85301          1            09/18/01         23
    0433263589                           05           11/01/01          0
    2033941                              O            10/01/31
    0


    5474684          K15/G01             F           73,100.00         ZZ
                                         360         73,066.79          1
                                       9.875            634.76        103
                                       9.625            634.76
    HENDERSONVILLE   NC   28792          1            09/07/01         23
    0433261351                           05           11/01/01          0
    017505300921                         O            10/01/31
    0


    5474791          U05/G01             F          100,000.00         ZZ
                                         360         99,937.85          1
1


                                       8.375            760.07        100
                                       8.125            760.07
    CASTLE HILLS     TX   78213          1            09/07/01         23
    0433209301                           05           11/01/01          0
    3165554                              O            10/01/31
    0


    5475397          P48/G01             F           60,000.00         ZZ
                                         360         59,976.79          1
                                      10.625            554.46        100
                                      10.375            554.46
    MILWAUKEE        WI   53209          1            09/07/01         23
    0433223203                           05           11/01/01          0
    5475397                              O            10/01/31
    0


    5476119          M43/G01             F          266,640.00         ZZ
                                         360        266,465.57          1
                                       8.125          1,979.80        105
                                       7.875          1,979.80
    ALEXANDRIA       VA   22306          1            09/07/01         23
    0433210598                           05           11/01/01          0
    724290786                            O            10/01/31
    0


    5476439          642/G01             F          262,150.00         ZZ
                                         360        261,995.22          1
                                       8.625          2,038.98        107
                                       8.375          2,038.98
    WEST SACRAMENTO  CA   95691          1            09/10/01         23
    0433190667                           05           11/01/01          0
    08132401                             O            10/01/31
    0


    5476515          964/G01             F          194,606.00         ZZ
                                         360        194,491.10          1
                                       8.625          1,513.63        107
                                       8.375          1,513.63
    FORESTHILL       CA   95631          1            09/07/01         23
    0433209459                           05           11/01/01          0
    138427                               O            10/01/31
    0


    5479033          642/G01             F          123,600.00         ZZ
                                         360        123,484.21          1
                                       9.750          1,061.91        103
                                       9.500          1,061.91
    NEW CASTLE       DE   19720          1            08/28/01         23
    0433166923                           05           10/01/01          0
1


    07190101                             O            09/01/31
    0


    5479151          642/G01             F          176,000.00         ZZ
                                         360        175,851.75          1
                                      10.250          1,577.14        100
                                      10.000          1,577.14
    INGLEWOOD        CA   90305          1            08/15/01         23
    0433200557                           05           10/01/01          0
    07175301                             O            09/01/31
    0


    5479686          U05/G01             F          130,000.00         ZZ
                                         360        129,927.12          1
                                       8.875          1,034.34        107
                                       8.625          1,034.34
    LAUREL           MD   20707          1            09/14/01         23
    0433200110                           09           11/01/01          0
    3165128                              O            10/01/31
    0


    5480440          664/G01             F          137,750.00         ZZ
                                         360        137,674.76          1
                                       9.000          1,108.37         95
                                       8.750          1,108.37
    ST. LOUIS        MO   63139          1            09/19/01         23
    0433277050                           05           11/01/01          0
    0008344202                           N            10/01/31
    0


    5480509          664/G01             F           66,800.00         ZZ
                                         360         66,724.80          1
                                       8.875            531.50        103
                                       8.625            531.50
    DAVENPORT        IA   52806          1            09/06/01         23
    0433215704                           05           10/01/01          0
    0008336828                           O            09/01/31
    0


    5480912          808/G01             F          141,200.00         ZZ
                                         360        141,112.24          1
                                       8.375          1,073.23        104
                                       8.125          1,073.23
    BELLINGHAM       WA   98225          1            09/05/01         23
    0433233327                           05           11/01/01          0
    9503423                              O            10/01/31
    0


1


    5482251          J95/G01             F          149,800.00         ZZ
                                         360        149,702.00          1
                                       8.125          1,112.27        107
                                       7.875          1,112.27
    PUYALLUP         WA   98375          1            09/14/01         23
    0433223831                           05           11/01/01          0
    0027214451                           O            10/01/31
    0


    5483343          E22/G01             F           80,000.00         ZZ
                                         360         78,414.98          2
                                       9.375            665.40        100
                                       9.125            665.40
    WOODBURY         NJ   08096          1            08/31/01         23
    0412793184                           05           10/01/01          0
    0412793184                           O            09/01/31
    0


    5483347          E22/G01             F          118,450.00         ZZ
                                         360        118,316.71          1
                                       8.875            942.44        100
                                       8.625            942.44
    PERTH AMBOY      NJ   08861          1            08/31/01         23
    0412817256                           05           10/01/01          0
    0412817256                           O            09/01/31
    0


    5483351          E22/G01             F          122,570.00         ZZ
                                         360        122,482.20          1
                                      11.000          1,167.26         95
                                      10.500          1,167.26
    WARWICK          MA   01378          1            08/31/01         23
    0412853012                           05           10/01/01          0
    0412853012                           O            09/01/31
    0


    5483358          E22/G01             F          116,750.00         ZZ
                                         360        116,625.26          1
                                       9.125            949.92         95
                                       8.625            949.92
    BOCA RATON       FL   33434          1            08/31/01         23
    0412865560                           01           10/01/01          0
    0412865560                           O            09/01/31
    0


    5483360          E22/G01             F          231,750.00         ZZ
                                         360        231,544.11          1
                                      10.000          2,033.77        103
                                       9.750          2,033.77
1


    SEATTLE          WA   98178          1            08/29/01         23
    0412868127                           05           10/01/01          0
    0412868127                           O            09/01/31
    0


    5483361          E22/G01             F          124,100.00         ZZ
                                         360        123,952.93          1
                                       8.625            965.24        104
                                       8.125            965.24
    HOUSTON          TX   77039          1            08/31/01         23
    0412869877                           05           10/01/01          0
    0412869877                           O            09/01/31
    0


    5483362          E22/G01             F           69,300.00         ZZ
                                         360         69,211.31          1
                                       8.250            520.63        107
                                       8.000            520.63
    CANTON           NC   28716          1            08/31/01         23
    0412872749                           05           10/01/01          0
    0412872749                           O            09/01/31
    0


    5483384          E22/G01             F          128,750.00         ZZ
                                         360        128,608.83          1
                                       9.000          1,035.95        103
                                       8.750          1,035.95
    PRAIRIE VILLAGE  KS   66208          1            08/30/01         23
    0412897852                           05           10/01/01          0
    0412897852                           O            09/01/31
    0


    5483385          E22/G01             F           78,850.00         ZZ
                                         360         78,765.76          1
                                       9.125            641.55         95
                                       8.625            641.55
    DECATUR          TX   76234          1            08/31/01         23
    0412898090                           05           10/01/01          0
    0412898090                           O            09/01/31
    0


    5483419          E22/G01             F          128,750.00         ZZ
                                         360        128,622.84          1
                                       9.500          1,082.60        103
                                       9.250          1,082.60
    ENGLEWOOD        CO   80110          1            08/31/01         23
    0412921777                           05           10/01/01          0
    0412921777                           O            09/01/31
    0
1




    5483435          E22/G01             F          147,155.00         ZZ
                                         360        146,993.64          2
                                       9.000          1,184.04         95
                                       8.750          1,184.04
    NORTH POLE       AK   99705          1            08/21/01         23
    0412930273                           05           10/01/01          0
    0412930273                           N            09/01/31
    0


    5483445          E22/G01             F          115,000.00         ZZ
                                         360        114,735.29          1
                                       8.500            884.25        103
                                       8.250            884.25
    PRINCETON        IN   47670          5            08/27/01         23
    0412933343                           05           10/01/01          0
    0412933343                           O            09/01/31
    0


    5483450          E22/G01             F          139,050.00         ZZ
                                         360        138,939.01          1
                                      10.500          1,271.94        103
                                      10.000          1,271.94
    COLORADO SPRING  CO   80916          1            08/31/01         23
    0412937120                           05           10/01/01          0
    0412937120                           O            09/01/31
    0


    5483474          E22/G01             F          118,000.00         ZZ
                                         360        117,895.17          1
                                      10.000          1,035.53        100
                                       9.750          1,035.53
    TUSCALOOSA       AL   35405          5            08/27/01         23
    0412945214                           05           10/01/01          0
    0412945214                           O            09/01/31
    0


    5483477          E22/G01             F           71,775.00         ZZ
                                         360         71,742.39          1
                                       9.875            623.26         99
                                       9.625            623.26
    CHEYENNE         WY   82001          1            08/31/01         23
    0412949109                           05           11/01/01          0
    0412949109                           O            10/01/31
    0


    5483491          E22/G01             F          118,450.00         ZZ
                                         360        118,309.64          1
1


                                       8.625            921.29        103
                                       8.375            921.29
    COLORADO SPRING  CO   80915          1            08/31/01         23
    0412954125                           01           10/01/01          0
    0412954125                           O            09/01/31
    0


    5483504          E22/G01             F          204,750.00         ZZ
                                         360        204,542.39          1
                                       9.375          1,703.01        100
                                       8.875          1,703.01
    SHERWOOD         OR   97140          1            08/27/01         23
    0412958092                           05           10/01/01          0
    0412958092                           O            09/01/31
    0


    5483505          E22/G01             F           56,150.00         ZZ
                                         360         56,079.96          1
                                       8.375            426.78        107
                                       7.875            426.78
    AMARILLO         TX   79109          1            08/31/01         23
    0412958142                           05           10/01/01          0
    0412958142                           O            09/01/31
    0


    5483510          E22/G01             F          195,700.00         ZZ
                                         360        195,526.12          1
                                      10.000          1,717.41        103
                                       9.500          1,717.41
    RENO             NV   89523          5            08/23/01         23
    0412958621                           05           10/01/01          0
    0412958621                           O            09/01/31
    0


    5483530          E22/G01             F          107,150.00         ZZ
                                         360        107,064.47          1
                                      10.500            980.14         97
                                      10.000            980.14
    NEPTUNE TOWNSHI  NJ   07753          1            08/31/01         23
    0412966277                           05           10/01/01          0
    0412966277                           O            09/01/31
    0


    5483534          E22/G01             F          150,700.00         ZZ
                                         360        150,521.42          1
                                       8.625          1,172.13        102
                                       8.375          1,172.13
    ROCHESTER HILLS  MI   48309          1            08/31/01         23
    0412967986                           01           10/01/01          0
1


    0412967986                           O            09/01/31
    0


    5483535          E22/G01             F           72,100.00         ZZ
                                         360         72,035.94          1
                                      10.000            632.73        103
                                       9.750            632.73
    FT.WORTH         TX   76134          1            08/29/01         23
    0412968158                           05           10/01/01          0
    0412968158                           O            09/01/31
    0


    5483538          E22/G01             F           43,000.00         ZZ
                                         360         42,952.84          1
                                       9.000            345.99         98
                                       8.500            345.99
    DAYTONA BEACH    FL   32117          1            08/31/01         23
    0412968737                           05           10/01/01          0
    0412968737                           O            09/01/31
    0


    5483546          E22/G01             F           61,953.00         ZZ
                                         360         61,879.59          1
                                       8.625            481.86        106
                                       8.125            481.86
    DELRAY BEACH     FL   33446          1            08/31/01         23
    0412971392                           09           10/01/01          0
    0412971392                           O            09/01/31
    0


    5483549          E22/G01             F          105,500.00         ZZ
                                         360        105,378.16          1
                                       8.750            829.97        101
                                       8.500            829.97
    DELRAY BEACH     FL   33445          1            08/31/01         23
    0412971582                           09           10/01/01          0
    0412971582                           O            09/01/31
    0


    5483553          E22/G01             F          124,100.00         ZZ
                                         360        123,949.11          1
                                       8.500            954.22        106
                                       8.000            954.22
    SACRAMENTO       CA   95824          1            08/27/01         23
    0412972689                           05           10/01/01          0
    0412972689                           O            09/01/31
    0


1


    5483558          E22/G01             F          119,400.00         ZZ
                                         360        119,269.07          1
                                       9.000            960.72        100
                                       8.750            960.72
    DEARBORN HEIGHT  MI   48125          1            08/31/01         23
    0412974693                           05           10/01/01          0
    0412974693                           O            09/01/31
    0


    5483559          E22/G01             F          164,600.00         ZZ
                                         360        164,482.47          1
                                      11.750          1,661.49        103
                                      11.250          1,661.49
    NAZARETH         PA   18064          1            08/31/01         23
    0412975229                           05           10/01/01          0
    0412975229                           O            09/01/31
    0


    5483562          E22/G01             F          149,350.00         ZZ
                                         360        149,181.92          1
                                       8.875          1,188.30        102
                                       8.375          1,188.30
    STUART           FL   34994          1            08/31/01         23
    0412975484                           05           10/01/01          0
    0412975484                           O            09/01/31
    0


    5483563          E22/G01             F          123,085.00         ZZ
                                         360        122,931.47          1
                                       8.375            935.53        103
                                       8.125            935.53
    SACRAMENTO       CA   95818          1            08/29/01         23
    0412975583                           05           10/01/01          0
    0412975583                           O            09/01/31
    0


    5483567          E22/G01             F          146,700.00         ZZ
                                         360        146,518.36          1
                                       8.500          1,128.00        100
                                       8.250          1,128.00
    VALLEY           AL   36854          1            08/31/01         23
    0412978991                           05           10/01/01          0
    0412978991                           O            09/01/31
    0


    5483568          E22/G01             F          117,000.00         ZZ
                                         360        116,868.34          1
                                       8.875            930.90        105
                                       8.375            930.90
1


    EAGLE PASS       TX   78852          1            08/31/01         23
    0412979528                           05           10/01/01          0
    0412979528                           O            09/01/31
    0


    5483569          E22/G01             F          163,836.00         ZZ
                                         360        163,656.35          1
                                       9.000          1,318.26         97
                                       8.500          1,318.26
    LUTZ             FL   33549          1            08/31/01         23
    0412980211                           03           10/01/01          0
    0412980211                           O            09/01/31
    0


    5483571          E22/G01             F          276,210.00         ZZ
                                         360        275,798.74          1
                                       7.500          1,931.30         97
                                       7.000          1,931.30
    MIAMI SHORES     FL   33138          1            08/31/01         23
    0412980351                           05           10/01/01          0
    0412980351                           O            09/01/31
    0


    5483574          E22/G01             F          175,100.00         ZZ
                                         360        174,828.91          1
                                       8.750          1,377.51        103
                                       8.250          1,377.51
    DELRAY BEACH     FL   33444          1            08/31/01         23
    0412980922                           05           10/01/01          0
    0412980922                           O            09/01/31
    0


    5483580          E22/G01             F          195,700.00         ZZ
                                         360        195,440.83          1
                                       8.750          1,539.57        100
                                       8.500          1,539.57
    PLANO            TX   75074          1            08/31/01         23
    0412985475                           03           10/01/01          0
    0412985475                           O            09/01/31
    0


    5483583          E22/G01             F           64,075.00         ZZ
                                         360         64,002.89          1
                                       8.875            509.81         95
                                       8.625            509.81
    SAN ANTONIO      TX   78209          1            08/31/01         23
    0412987604                           01           10/01/01          0
    0412987604                           N            09/01/31
    0
1




    5483587          E22/G01             F          168,000.00         ZZ
                                         360        167,785.00          2
                                       8.250          1,262.13         87
                                       8.000          1,262.13
    CARSON CITY      NV   89701          1            08/28/01         23
    0412989998                           05           10/01/01          0
    0412989998                           O            09/01/31
    0


    5487441          U59/G01             F          174,232.00         ZZ
                                         360        174,085.24          1
                                      10.250          1,561.30        103
                                      10.000          1,561.30
    BAY SHORE        NY   11706          1            09/13/01         23
    0433238235                           05           10/13/01          0
    80078521                             O            09/13/31
    0


    5489692          U05/G01             F          133,200.00         ZZ
                                         360        133,119.31          1
                                       8.500          1,024.19        100
                                       8.250          1,024.19
    FORT WORTH       TX   76248          1            09/07/01         23
    0433208832                           05           11/01/01          0
    3160592                              O            10/01/31
    0


    5490283          J95/G01             F          139,050.00         ZZ
                                         360        138,974.05          1
                                       9.000          1,118.83        103
                                       8.750          1,118.83
    DETROIT          MI   48239          1            09/21/01         23
    0433247137                           05           11/01/01          0
    0027507227                           O            10/01/31
    0


    5491461          K15/G01             F          117,500.00         ZZ
                                         360        117,371.16          1
                                       9.000            945.43        107
                                       8.750            945.43
    LORAIN           OH   44052          1            08/20/01         23
    0433179256                           05           10/01/01          0
    028705303679                         O            09/01/31
    0


    5492900          624/G01             F           58,850.00         ZZ
                                         360         58,814.34          1
1


                                       8.500            452.51        107
                                       8.250            452.51
    HANFORD          CA   93230          1            09/10/01         23
    0433207446                           05           11/01/01          0
    36500314978F                         O            10/01/31
    0


    5494356          E22/G01             F          264,075.00         ZZ
                                         360        263,923.07          1
                                       8.750          2,077.48        103
                                       8.250          2,077.48
    ALTADENA         CA   91001          1            08/29/01         23
    0412893794                           05           11/01/01          0
    0412893794                           O            10/01/31
    0


    5494359          E22/G01             F          123,000.00         ZZ
                                         360        122,861.59          1
                                       8.875            978.64        100
                                       8.375            978.64
    LAUDERHILL       FL   33313          1            08/31/01         23
    0412897233                           05           10/01/01          0
    0412897233                           O            09/01/31
    0


    5494361          E22/G01             F           51,500.00         ZZ
                                         360         51,464.09          1
                                      11.125            495.32        103
                                      10.625            495.32
    HOUSTON          TX   77038          1            08/21/01         23
    0412900268                           03           10/01/01          0
    0412900268                           O            09/01/31
    0


    5494367          E22/G01             F          106,000.00         ZZ
                                         360        105,877.59          1
                                       8.750            833.90        103
                                       8.250            833.90
    JASPER           IN   47546          2            08/29/01         23
    0412908683                           05           10/01/01          0
    0412908683                           O            09/01/31
    0


    5494371          E22/G01             F          180,250.00         ZZ
                                         360        180,154.63          1
                                      12.375          1,906.27        103
                                      11.875          1,906.27
    LOUISVILLE       KY   40207          5            08/28/01         23
    0412914491                           05           10/01/01          0
1


    0412914491                           O            09/01/31
    0


    5494395          E22/G01             F          153,000.00         ZZ
                                         360        152,818.69          1
                                       8.625          1,190.02        106
                                       8.125          1,190.02
    SACRAMENTO       CA   95831          1            08/29/01         23
    0412942575                           07           10/01/01          0
    0412942575                           O            09/01/31
    0


    5494423          E22/G01             F          133,600.00         ZZ
                                         360        133,474.83          1
                                       9.750          1,147.83         99
                                       9.500          1,147.83
    CONCORD          NC   28025          5            08/29/01         23
    0412969842                           05           10/01/01          0
    0412969842                           O            09/01/31
    0


    5494435          E22/G01             F          201,880.00         ZZ
                                         360        201,658.63          1
                                       9.000          1,624.37        103
                                       8.500          1,624.37
    AURORA           CO   80013          1            09/04/01         23
    0412977654                           03           10/01/01          0
    0412977654                           O            09/01/31
    0


    5494438          E22/G01             F          285,000.00         ZZ
                                         360        284,687.49          1
                                       9.000          2,293.17        100
                                       8.750          2,293.17
    LONG BEACH       CA   90808          1            08/27/01         23
    0412979510                           05           10/01/01          0
    0412979510                           O            09/01/31
    0


    5494441          E22/G01             F          197,950.00         ZZ
                                         360        197,696.69          1
                                       8.250          1,487.13        107
                                       7.750          1,487.13
    SACRAMENTO       CA   95821          1            08/28/01         23
    0412983546                           05           10/01/01          0
    0412983546                           O            09/01/31
    0


1


    5494442          E22/G01             F          164,000.00         ZZ
                                         360        163,850.37          1
                                       9.875          1,424.09        100
                                       9.625          1,424.09
    TRUSSVILLE       AL   35173          1            09/04/01         23
    0412984551                           05           10/01/01          0
    0412984551                           O            09/01/31
    0


    5494446          E22/G01             F          131,000.00         ZZ
                                         360        130,922.66          1
                                       8.625          1,018.90        105
                                       8.375          1,018.90
    FRANKENLUST      MI   48706          1            09/04/01         23
    0412987661                           05           11/01/01          0
    0412987661                           O            10/01/31
    0


    5494451          E22/G01             F          127,700.00         ZZ
                                         360        127,620.63          1
                                       8.375            970.61         99
                                       8.125            970.61
    SACRAMENTO       CA   95833          1            08/30/01         23
    0412993818                           05           11/01/01          0
    0412993818                           O            10/01/31
    0


    5494453          E22/G01             F          175,100.00         ZZ
                                         360        174,963.92          1
                                      10.625          1,618.10        103
                                      10.375          1,618.10
    BOCA RATON       FL   33487          1            09/04/01         23
    0412996746                           01           10/01/01          0
    0412996746                           O            09/01/31
    0


    5495095          U35/G01             F           77,900.00         ZZ
                                         360         77,857.45          1
                                       9.000            626.80         95
                                       8.750            626.80
    FRESNO           CA   93726          1            09/07/01         23
    0433248838                           05           11/01/01          0
    5379923                              O            10/01/31
    0


    5496154          J95/G01             F          294,000.00         ZZ
                                         360        293,812.52          1
                                       8.250          2,208.73        104
                                       8.000          2,208.73
1


    TACOMA           WA   98422          1            09/10/01         23
    0433194743                           05           11/01/01          0
    0027474774                           O            10/01/31
    0


    5496285          N67/G01             F          148,300.00         ZZ
                                         360        148,042.15          1
                                       8.750          1,166.68        107
                                       8.500          1,166.68
    HARRISVILLE      UT   84404          1            07/30/01         23
    0433196086                           05           09/01/01          0
    1160005057                           O            08/01/31
    0


    5496335          U66/G01             F           69,900.00         ZZ
                                         360         69,877.66          1
                                      11.500            692.21        100
                                      11.250            692.21
    HOUSTON          TX   77066          1            09/07/01         23
    0433247103                           05           11/01/01          0
    268                                  O            10/01/31
    0


    5496471          642/G01             F          175,000.00         ZZ
                                         360        174,844.52          1
                                      10.000          1,535.75        103
                                       9.750          1,535.75
    LOS ANGELES      CA   90047          1            08/27/01         23
    0433186830                           05           10/01/01          0
    08115401                             O            09/01/31
    0


    5496618          J95/G01             F           99,500.00         ZZ
                                         360         99,436.55          1
                                       8.250            747.51        100
                                       8.000            747.51
    RICHARDSON       TX   75081          1            09/18/01         23
    0433282589                           05           11/01/01          0
    0023461189                           O            10/01/31
    0


    5497124          642/G01             F           90,000.00         ZZ
                                         360         89,946.87          1
                                       8.625            700.01        106
                                       8.375            700.01
    COLUMBUS         OH   43232          2            09/06/01         23
    0433210929                           05           11/01/01          0
    08175201                             O            10/01/31
    0
1




    5497567          B57/G01             F          187,975.00         ZZ
                                         360        187,911.54          1
                                      11.250          1,825.73        103
                                      11.000          1,825.73
    PHOENIX          AZ   85014          1            09/11/01         23
    0433198850                           29           11/01/01          0
    21A0521                              O            10/01/31
    0


    5497589          940/G01             F          165,000.00         ZZ
                                         360        164,894.79          1
                                       8.250          1,239.59        100
                                       8.000          1,239.59
    RIALTO           CA   92377          1            09/10/01         23
    0433243649                           05           11/01/01          0
    60010261                             O            10/01/31
    0


    5497713          J95/G01             F           99,000.00         ZZ
                                         360         98,873.30          1
                                       8.250            743.76        105
                                       8.000            743.76
    CONCORD          NH   03301          1            08/17/01         23
    0433134376                           05           10/01/01          0
    0027353036                           O            09/01/31
    0


    5497731          642/G01             F          167,890.00         ZZ
                                         360        167,740.84          1
                                      10.000          1,473.35        103
                                       9.750          1,473.35
    ANNAPOLIS        MD   21401          2            08/30/01         23
    0433186988                           05           10/01/01          0
    08119101                             O            09/01/31
    0


    5499566          U05/G01             F          165,850.00         ZZ
                                         360        165,752.09          1
                                       8.625          1,289.96        107
                                       8.375          1,289.96
    RED BLUFF        CA   96080          1            09/07/01         23
    0433237898                           05           11/01/01          0
    3164221                              O            10/01/31
    0


    5499730          U05/G01             F           74,100.00         ZZ
                                         360         74,018.74          1
1


                                       9.000            596.23         95
                                       8.750            596.23
    RED BLUFF        CA   96080          1            08/28/01         23
    0433214244                           05           10/01/01          0
    3161124                              N            09/01/31
    0


    5499859          U05/G01             F           66,500.00         ZZ
                                         360         66,462.72          1
                                       8.875            529.10         95
                                       8.625            529.10
    RED BLUFF        CA   96080          1            09/11/01         23
    0433220357                           05           11/01/01          0
    3164224                              N            10/01/31
    0


    5500726          B57/G01             F          143,500.00         ZZ
                                         360        143,427.53          1
                                       9.375          1,193.56        103
                                       9.125          1,193.56
    PHOENIX          AZ   85044          1            09/12/01         23
    0433198314                           03           11/01/01          0
    21A0621                              O            10/01/31
    0


    5502781          642/G01             F           94,000.00         ZZ
                                         360         93,874.21          1
                                       8.875            747.91        105
                                       8.625            747.91
    ENGLEWOOD        FL   34224          2            08/24/01         23
    0433188281                           05           10/01/01          0
    06131801                             O            09/01/31
    0


    5506244          685/G01             F          210,100.00         ZZ
                                         360        209,863.55          1
                                       8.875          1,671.65        103
                                       8.625          1,671.65
    LAKE ELSINORE    CA   92530          1            08/28/01         23
    0433184272                           05           10/01/01          0
    126663                               O            09/01/31
    0


    5506459          E22/G01             F          113,300.00         ZZ
                                         360        113,162.24          2
                                       8.500            871.18        103
                                       8.250            871.18
    FITCHBURG        MA   01420          1            09/04/01         23
    0412772477                           05           10/01/01          0
1


    0412772477                           O            09/01/31
    0


    5506474          E22/G01             F          115,350.00         ZZ
                                         360        115,247.52          1
                                      10.000          1,012.28        103
                                       9.750          1,012.28
    PORTLAND         OR   97212          5            08/16/01         23
    0412893950                           05           10/01/01          0
    0412893950                           O            09/01/31
    0


    5506485          E22/G01             F          148,500.00         ZZ
                                         360        148,404.64          1
                                      11.500          1,470.58         99
                                      11.000          1,470.58
    PIGEON FORGE     TN   37863          1            09/05/01         23
    0412909137                           05           10/01/01          0
    0412909137                           O            09/01/31
    0


    5506488          E22/G01             F           51,000.00         ZZ
                                         360         50,964.44          1
                                      11.125            490.51        102
                                      10.625            490.51
    KNOXVILLE        TN   37912          1            09/04/01         23
    0412915373                           05           10/01/01          0
    0412915373                           O            09/01/31
    0


    5506491          E22/G01             F          163,800.00         ZZ
                                         360        163,629.52          1
                                       9.250          1,347.54        100
                                       9.000          1,347.54
    POMPANO BEACH    FL   33062          2            08/30/01         23
    0412921090                           09           10/01/01          0
    0412921090                           O            09/01/31
    0


    5506495          E22/G01             F          237,540.00         ZZ
                                         360        237,272.69          1
                                       8.875          1,889.97        107
                                       8.375          1,889.97
    OXNARD           CA   93030          1            08/30/01         23
    0412922122                           05           10/01/01          0
    0412922122                           O            09/01/31
    0


1


    5506499          E22/G01             F          101,950.00         ZZ
                                         360        101,838.22          1
                                       9.000            820.31         99
                                       8.750            820.31
    CENTRALIA        IL   62801          5            08/30/01         23
    0412929176                           05           10/01/01          0
    0412929176                           O            09/01/31
    0


    5506508          E22/G01             F          102,900.00         ZZ
                                         360        102,872.15          1
                                      12.250          1,078.29        100
                                      11.750          1,078.29
    ALBUQUERQUE      NM   87113          1            09/05/01         23
    0412939290                           03           11/01/01          0
    0412939290                           O            10/01/31
    0


    5506510          E22/G01             F          105,300.00         ZZ
                                         360        105,239.41          1
                                       8.750            828.40        104
                                       8.500            828.40
    HORN LAKE        MS   38637          5            08/30/01         23
    0412940397                           05           11/01/01          0
    0412940397                           O            10/01/31
    0


    5506511          E22/G01             F          240,100.00         ZZ
                                         360        239,850.10          1
                                       9.250          1,975.24         98
                                       9.000          1,975.24
    OVERLAND PARK    KS   66210          1            08/20/01         23
    0412941767                           03           10/01/01          0
    0412941767                           O            09/01/31
    0


    5506518          E22/G01             F           40,000.00         ZZ
                                         360         39,954.98          1
                                       8.875            318.26        100
                                       8.625            318.26
    TUPELO           MS   38801          1            09/05/01         23
    0412956708                           05           10/01/01          0
    0412956708                           O            09/01/31
    0


    5506530          E22/G01             F          146,590.00         ZZ
                                         360        146,420.72          1
                                       8.750          1,153.22        107
                                       8.250          1,153.22
1


    MIAMI            FL   33165          1            09/04/01         23
    0412968356                           05           10/01/01          0
    0412968356                           O            09/01/31
    0


    5506537          E22/G01             F           61,800.00         ZZ
                                         360         61,735.69          1
                                       9.250            508.41        103
                                       9.000            508.41
    RUTLAND          VT   05701          1            09/05/01         23
    0412977316                           05           10/01/01          0
    0412977316                           O            09/01/31
    0


    5506538          E22/G01             F          120,400.00         ZZ
                                         360        120,345.30          1
                                       9.875          1,045.49        103
                                       9.625          1,045.49
    LEE'S SUMMIT     MO   64063          1            09/05/01         23
    0412977357                           05           11/01/01          0
    0412977357                           O            10/01/31
    0


    5506552          E22/G01             F          283,000.00         ZZ
                                         360        282,824.10          1
                                       8.375          2,151.00        100
                                       7.875          2,151.00
    HERALD           CA   95638          1            08/30/01         23
    0412991572                           05           11/01/01          0
    0412991572                           O            10/01/31
    0


    5506560          E22/G01             F          176,130.00         ZZ
                                         360        175,921.28          1
                                       8.625          1,369.92        106
                                       8.375          1,369.92
    LOXAHATCHEE      FL   33470          1            09/05/01         23
    0412999831                           05           10/01/01          0
    0412999831                           O            09/01/31
    0


    5506561          E22/G01             F          156,500.00         ZZ
                                         360        156,323.89          1
                                       8.875          1,245.18         95
                                       8.625          1,245.18
    ALLEN            TX   75013          1            09/05/01         23
    0413000951                           03           10/01/01          0
    0413000951                           O            09/01/31
    0
1




    5506562          E22/G01             F          113,200.00         ZZ
                                         360        113,069.26          1
                                       8.750            890.55        105
                                       8.500            890.55
    EASTPOINTE       MI   48021          1            09/05/01         23
    0413005984                           05           10/01/01          0
    0413005984                           O            09/01/31
    0


    5507822          K15/G01             F          141,000.00         ZZ
                                         360        140,934.22          1
                                       9.750          1,211.41        103
                                       9.500          1,211.41
    BROOKLYN CENTER  MN   55430          2            09/10/01         23
    0433191178                           05           11/01/01          0
    001310005305078                      O            10/01/31
    0


    5510038          624/G01             F          104,000.00         ZZ
                                         360        103,928.43          1
                                       7.875            754.07        100
                                       7.625            754.07
    FRESNO           CA   93726          2            09/21/01         23
    0433257854                           05           11/01/01          0
    36200110243F                         O            10/01/31
    0


    5510104          U35/G01             F          215,100.00         ZZ
                                         360        214,969.69          1
                                       8.500          1,653.93        103
                                       8.250          1,653.93
    GREEN BAY        WI   54313          2            09/13/01         23
    0433241106                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5510872          J40/G01             F          152,450.00         ZZ
                                         360        152,289.85          1
                                      11.125          1,466.23        100
                                      10.875          1,466.23
    BRADENTON        FL   34202          1            07/12/01         23
    0433237302                           03           09/01/01          0
    1059392                              O            08/01/31
    0


    5512526          Q64/G01             F          124,100.00         ZZ
                                         360        123,967.42          1
1


                                       9.125          1,009.72        100
                                       8.875          1,009.72
    MATTHEWS         NC   28105          1            08/28/01         23
    0433189289                           09           10/01/01          0
    0102283405                           O            09/01/31
    0


    5513403          R74/G01             F          115,000.00         ZZ
                                         360        114,834.51          1
                                       7.750            823.88        100
                                       7.500            823.88
    MIDDLETOWN       CT   06457          1            08/30/01         23
    0433196060                           05           10/01/01          0
    8080011957                           O            09/01/31
    0


    5514131          964/G01             F          365,650.00         ZZ
                                         360        365,479.41          1
                                       9.750          3,141.50        103
                                       9.500          3,141.50
    FAIR OAKS        CA   95628          1            09/17/01         23
    0433245164                           05           11/01/01          0
    144333                               O            10/01/31
    0


    5514282          642/G01             F           87,740.00         ZZ
                                         180         87,508.13          1
                                       9.000            889.92        107
                                       8.750            889.92
    WEST MIFFLIN     PA   15122          5            09/12/01         23
    0433190675                           05           11/01/01          0
    08118701                             O            10/01/16
    0


    5514390          P23/G01             F           82,390.00         ZZ
                                         360         82,304.25          1
                                       9.250            677.80        107
                                       9.000            677.80
    CHANDLER         IN   47610          5            08/27/01         23
    0433199213                           05           10/01/01          0
    WTL010002493                         O            09/01/31
    0


    5514507          P23/G01             F          216,300.00         ZZ
                                         360        216,107.42          1
                                       9.990          1,896.59        102
                                       9.740          1,896.59
    RENO             NV   89523          1            08/15/01         23
    0433254281                           05           10/01/01          0
1


    WTL010002158                         O            09/01/31
    0


    5514881          Q64/G01             F          101,950.00         ZZ
                                         360        101,859.41          1
                                      10.000            894.69        103
                                       9.750            894.69
    BEAUFORT         SC   29906          1            08/28/01         23
    0433189081                           05           10/01/01          0
    0102309804                           O            09/01/31
    0


    5515541          737/G01             F           94,300.00         ZZ
                                         360         94,247.14          1
                                       8.875            750.29        105
                                       8.625            750.29
    MOSES LAKE       WA   98837          1            09/26/01         23
    0433272093                           05           11/01/01          0
    0001790336                           O            10/01/31
    0


    5515947          A11/G01             F          209,720.00         ZZ
                                         360        209,355.37          1
                                       8.750          1,649.87        107
                                       8.500          1,649.87
    BROWNSTOWN TWP   MI   48192          1            08/24/01         23
    0433227469                           05           09/24/01          0
    1611483506                           O            08/24/31
    0


    5516940          E22/G01             F           96,600.00         ZZ
                                         360         96,488.45          1
                                       8.750            759.95        105
                                       8.500            759.95
    BLACKFOOT        ID   83221          2            08/30/01         23
    0412847667                           05           10/01/01          0
    0412847667                           O            09/01/31
    0


    5516971          E22/G01             F          285,278.00         ZZ
                                         360        284,948.55          1
                                       8.750          2,244.28        100
                                       8.250          2,244.28
    ELK GROVE        CA   95624          1            08/31/01         23
    0412929432                           05           10/01/01          0
    0412929432                           O            09/01/31
    0


1


    5516974          E22/G01             F           93,000.00         ZZ
                                         360         92,964.98          1
                                      10.750            868.14         99
                                      10.250            868.14
    FOLEY            AL   36535          5            08/31/01         23
    0412934093                           05           11/01/01          0
    0412934093                           O            10/01/31
    0


    5516977          E22/G01             F           66,300.00         ZZ
                                         360         66,223.44          1
                                       8.750            521.58        107
                                       8.500            521.58
    BURTON           MI   48529          1            09/06/01         23
    0412934671                           05           10/01/01          0
    0412934671                           O            09/01/31
    0


    5516990          E22/G01             F          109,250.00         ZZ
                                         360        109,123.84          2
                                       8.750            859.47         95
                                       8.500            859.47
    DELRAY BEACH     FL   33444          1            09/06/01         23
    0412944431                           05           10/01/01          0
    0412944431                           N            09/01/31
    0


    5516991          E22/G01             F           98,950.00         ZZ
                                         360         98,839.08          1
                                       9.000            796.17        107
                                       8.750            796.17
    LEEDS            AL   35094          5            08/30/01         23
    0412944472                           05           10/01/01          0
    0412944472                           O            09/01/31
    0


    5517004          E22/G01             F          118,000.00         ZZ
                                         360        117,867.21          2
                                       8.875            938.86         98
                                       8.625            938.86
    NEW ORLEANS      LA   70119          1            08/30/01         23
    0412951972                           05           10/01/01          0
    0412951972                           O            09/01/31
    0


    5517006          E22/G01             F          178,000.00         ZZ
                                         360        177,814.73          1
                                       9.250          1,464.36        100
                                       8.750          1,464.36
1


    SEATTLE          WA   98155          1            08/30/01         23
    0412952947                           05           10/01/01          0
    0412952947                           O            09/01/31
    0


    5517045          E22/G01             F          113,300.00         ZZ
                                         360        113,270.19          1
                                      12.375          1,198.22        103
                                      11.875          1,198.22
    ANNISTON         AL   36207          5            08/30/01         23
    0412974248                           05           11/01/01          0
    0412974248                           O            10/01/31
    0


    5517050          E22/G01             F           72,750.00         ZZ
                                         360         72,709.22          1
                                       8.875            578.83         97
                                       8.625            578.83
    GADSDEN          AL   35901          1            09/06/01         23
    0412979171                           05           11/01/01          0
    0412979171                           O            10/01/31
    0


    5517066          E22/G01             F          149,247.00         ZZ
                                         360        149,149.38          1
                                       8.125          1,108.15        103
                                       7.625          1,108.15
    CHICO            CA   95973          1            08/30/01         23
    0412989030                           05           11/01/01          0
    0412989030                           O            10/01/31
    0


    5517070          E22/G01             F          208,650.00         ZZ
                                         360        207,296.29          1
                                       8.875          1,660.11        107
                                       8.625          1,660.11
    WHEATON          IL   60187          5            08/31/01         23
    0412990681                           05           10/01/01          0
    0412990681                           O            09/01/31
    0


    5517074          E22/G01             F          259,500.00         ZZ
                                         360        259,353.89          1
                                       9.000          2,088.00        100
                                       8.750          2,088.00
    SAN DIEGO        CA   92104          1            08/29/01         23
    0412995375                           05           11/01/01          0
    0412995375                           O            10/01/31
    0
1




    5517079          E22/G01             F          112,100.00         ZZ
                                         360        112,037.15          1
                                       8.875            891.92         95
                                       8.375            891.92
    TERRELL          TX   75160          1            09/06/01         23
    0413007220                           05           11/01/01          0
    0413007220                           O            10/01/31
    0


    5517727          U35/G01             F          123,000.00         ZZ
                                         360        122,931.05          1
                                       8.875            978.64        107
                                       8.625            978.64
    CARUTHERS        CA   93609          5            09/11/01         23
    0433227196                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5518079          J95/G01             F          183,300.00         ZZ
                                         360        183,191.78          1
                                       8.625          1,425.69        103
                                       8.375          1,425.69
    AZLE             TX   76020          1            09/18/01         23
    0433244860                           03           11/01/01          0
    0027526409                           O            10/01/31
    0


    5519110          U35/G01             F          141,625.00         ZZ
                                         360        141,558.92          1
                                       9.750          1,216.78        103
                                       9.500          1,216.78
    LOMIRA           WI   53048          1            09/14/01         23
    0433243409                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5521719          J95/G01             F          206,000.00         ZZ
                                         360        205,868.64          1
                                       8.250          1,547.61        103
                                       8.000          1,547.61
    ELLENSBURG       WA   98926          1            09/13/01         23
    0433247111                           05           11/01/01          0
    002754282                            O            10/01/31
    0


    5521794          K15/G01             F          123,000.00         ZZ
                                         360        122,929.24          1
1


                                       8.750            967.64         97
                                       8.500            967.64
    EAST PROVIDENCE  RI   02916          5            09/12/01         23
    0433259421                           05           11/01/01          0
    029705304150                         O            10/01/31
    0


    5522364          L16/G01             F          165,470.00         ZZ
                                         360        165,369.76          1
                                       8.500          1,272.32        100
                                       8.250          1,272.32
    SARATOGA SPRING  UT   84043          1            09/18/01         23
    0433235678                           05           11/01/01          0
    W0109043                             O            10/01/31
    0


    5523104          940/G01             F          189,500.00         ZZ
                                         360        189,382.21          1
                                       8.375          1,440.34        106
                                       8.125          1,440.34
    FONTANA          CA   92336          1            09/13/01         23
    0433244282                           05           11/01/01          0
    40010577                             O            10/01/31
    0


    5523839          E22/G01             F           82,650.00         ZZ
                                         360         82,606.01          2
                                       9.125            672.47         95
                                       8.875            672.47
    NEW ORLEANS      LA   70119          1            09/07/01         23
    0412850133                           05           11/01/01          0
    0412850133                           N            10/01/31
    0


    5523846          E22/G01             F           64,890.00         ZZ
                                         360         64,866.87          1
                                      11.000            617.96        102
                                      10.500            617.96
    BEAUMONT         TX   77708          1            09/07/01         23
    0412898470                           05           11/01/01          0
    0412898470                           O            10/01/31
    0


    5523852          E22/G01             F           45,600.00         ZZ
                                         360         45,574.44          2
                                       8.875            362.81         92
                                       8.625            362.81
    NEW ORLEANS      LA   70116          1            09/07/01         23
    0412926040                           05           11/01/01          0
1


    0412926040                           N            10/01/31
    0


    5523853          E22/G01             F           48,925.00         ZZ
                                         360         48,897.57          1
                                       8.875            389.27         95
                                       8.625            389.27
    NEW ORLEANS      LA   70116          1            09/07/01         23
    0412926065                           05           11/01/01          0
    0412926065                           N            10/01/31
    0


    5523854          E22/G01             F           48,925.00         ZZ
                                         360         48,897.57          2
                                       8.875            389.27         81
                                       8.625            389.27
    NEW ORLEANS      LA   70116          1            09/07/01         23
    0412926073                           05           11/01/01          0
    0412926073                           N            10/01/31
    0


    5523859          E22/G01             F          104,500.00         ZZ
                                         360        104,445.82          2
                                       9.250            859.70        103
                                       8.750            859.70
    MIAMI            FL   33157          9            08/31/01         23
    0412930018                           05           11/01/01          0
    0412930018                           O            10/01/31
    0


    5523868          E22/G01             F          155,150.00         ZZ
                                         360        154,862.41          1
                                       8.500          1,192.97        107
                                       8.000          1,192.97
    MIAMI            FL   33133          1            09/07/01         23
    0412944464                           09           10/01/01          0
    0412944464                           O            09/01/31
    0


    5523869          E22/G01             F          160,500.00         ZZ
                                         360        160,400.24          1
                                       8.375          1,219.92        107
                                       7.875          1,219.92
    FRESNO           CA   93720          2            08/30/01         23
    0412945735                           05           11/01/01          0
    0412945735                           O            10/01/31
    0


1


    5523877          E22/G01             F          128,150.00         ZZ
                                         360        128,076.27          2
                                       8.750          1,008.16         95
                                       8.500          1,008.16
    SOUTHINGTON      CT   06489          1            09/07/01         23
    0412951550                           05           11/01/01          0
    0412951550                           N            10/01/31
    0


    5523879          E22/G01             F          157,000.00         ZZ
                                         360        156,827.84          1
                                       9.000          1,263.26        100
                                       8.750          1,263.26
    SACRAMENTO       CA   95864          1            08/28/01         23
    0412953473                           05           10/01/01          0
    0412953473                           O            09/01/31
    0


    5523886          E22/G01             F          222,500.00         ZZ
                                         360        222,398.91          1
                                       9.875          1,932.08        103
                                       9.625          1,932.08
    SOUTHFIELD       MI   48076          1            09/07/01         23
    0412958936                           05           11/01/01          0
    0412958936                           O            10/01/31
    0


    5523892          E22/G01             F           40,125.00         ZZ
                                         360         40,101.31          1
                                       8.625            312.09        107
                                       8.375            312.09
    LOVELOCK         NV   89419          1            08/31/01         23
    0412964595                           05           11/01/01          0
    0412964595                           O            10/01/31
    0


    5523894          E22/G01             F          133,750.00         ZZ
                                         360        133,666.86          1
                                       8.375          1,016.60        107
                                       8.125          1,016.60
    WATERFORD        MI   48329          1            09/07/01         23
    0412965493                           05           11/01/01          0
    0412965493                           O            10/01/31
    0


    5523895          E22/G01             F          178,200.00         ZZ
                                         360        178,088.67          1
                                      11.625          1,781.71         99
                                      11.125          1,781.71
1


    AURORA           CO   80013          5            08/31/01         23
    0412966921                           05           10/01/01          0
    0412966921                           O            09/01/31
    0


    5523903          E22/G01             F          122,100.00         ZZ
                                         360        122,059.90          1
                                      11.375          1,197.51         97
                                      10.875          1,197.51
    HEBRON           OH   43025          1            09/07/01         23
    0412978686                           05           11/01/01          0
    0412978686                           O            10/01/31
    0


    5523906          E22/G01             F           94,300.00         ZZ
                                         360         94,191.09          1
                                       8.750            741.86        106
                                       8.250            741.86
    LARGO            FL   33770          1            09/07/01         23
    0412980856                           05           10/01/01          0
    0412980856                           O            09/01/31
    0


    5523907          E22/G01             F          129,900.00         ZZ
                                         360        129,809.44          1
                                      11.125          1,249.35        100
                                      10.625          1,249.35
    EAST BAY TOWNSH  MI   49686          1            09/07/01         23
    0412982621                           05           10/01/01          0
    0412982621                           O            09/01/31
    0


    5523909          E22/G01             F          265,950.00         ZZ
                                         360        265,796.99          1
                                       8.750          2,092.23         95
                                       8.500          2,092.23
    PITTSBURG        CA   94565          1            08/31/01         23
    0412984163                           05           11/01/01          0
    0412984163                           N            10/01/31
    0


    5523914          E22/G01             F           68,192.00         ZZ
                                         360         68,153.77          1
                                       8.875            542.57        107
                                       8.625            542.57
    WEATHERFORD      TX   76088          1            09/07/01         23
    0412987828                           05           11/01/01          0
    0412987828                           O            10/01/31
    0
1




    5523919          E22/G01             F          174,249.00         ZZ
                                         360        174,153.82          1
                                       9.000          1,402.05        100
                                       8.750          1,402.05
    LAS VEGAS        NV   89141          1            09/04/01         23
    0412995839                           09           11/01/01          0
    0412995839                           O            10/01/31
    0


    5523924          E22/G01             F          142,000.00         ZZ
                                         360        141,918.31          1
                                       8.750          1,117.11        100
                                       8.500          1,117.11
    FARMINGTON HILL  MI   48335          1            09/07/01         23
    0413002981                           05           11/01/01          0
    0413002981                           O            10/01/31
    0


    5523925          E22/G01             F          258,000.00         ZZ
                                         360        257,855.36          1
                                       8.875          2,052.76        100
                                       8.625          2,052.76
    LAS VEGAS        NV   89149          1            08/31/01         23
    0413003476                           05           11/01/01          0
    0413003476                           O            10/01/31
    0


    5523926          E22/G01             F          203,193.00         ZZ
                                         360        202,945.93          1
                                       8.500          1,562.38        107
                                       8.250          1,562.38
    RICHLAND         WA   99352          1            08/30/01         23
    0413003963                           05           10/01/01          0
    0413003963                           O            09/01/31
    0


    5523929          E22/G01             F          206,400.00         ZZ
                                         360        206,124.35          1
                                       8.750          1,623.75        107
                                       8.250          1,623.75
    HERMITAGE        TN   37076          1            09/07/01         23
    0413008665                           05           11/01/01          0
    0413008665                           O            10/01/31
    0


    5523932          E22/G01             F          100,000.00         ZZ
                                         360         99,943.94          1
1


                                       8.875            795.64        100
                                       8.375            795.64
    AURORA           CO   80012          1            09/07/01         23
    0413013293                           09           11/01/01          0
    0413013293                           O            10/01/31
    0


    5524800          U05/G01             F           97,250.00         ZZ
                                         360         97,191.08          1
                                       8.500            747.77        104
                                       8.250            747.77
    ERIE             PA   16505          1            09/21/01         23
    0433220886                           05           11/01/01          0
    3165668                              O            10/01/31
    0


    5527147          808/G01             F          251,450.00         ZZ
                                         360        251,293.71          1
                                       8.375          1,911.21        107
                                       8.125          1,911.21
    RANCHO CUCAMONG  CA   91701          1            09/19/01         23
    0433264355                           05           11/01/01          0
    9321076                              O            10/01/31
    0


    5527383          U05/G01             F          263,600.00         ZZ
                                         360        263,444.38          1
                                       8.625          2,050.25        107
                                       8.375          2,050.25
    BOWIE            MD   20720          1            09/14/01         23
    0433197506                           05           11/01/01          0
    3164760                              O            10/01/31
    0


    5527752          664/G01             F           74,900.00         ZZ
                                         360         74,773.09          1
                                       8.875            595.94        107
                                       8.625            595.94
    SOUTH DAYTONA    FL   32119          1            07/27/01         23
    0433181906                           05           09/01/01          0
    0008247835                           O            08/01/31
    0


    5529944          J95/G01             F          119,800.00         ZZ
                                         360        119,727.42          1
                                       8.500            921.16        100
                                       8.250            921.16
    ALLENDALE        MI   49401          1            09/14/01         23
    0433213451                           05           11/01/01          0
1


    0027406370                           O            10/01/31
    0


    5530000          A11/G01             F          183,500.00         ZZ
                                         360        183,234.13          1
                                       9.625          1,559.74        100
                                       9.375          1,559.74
    LEESBURG         VA   20175          1            08/28/01         23
    0433225414                           03           09/28/01          0
    4612528263                           O            08/28/31
    0


    5531459          700/G01             F          152,250.00         ZZ
                                         360        152,157.77          1
                                       8.500          1,170.67        105
                                       8.250          1,170.67
    HESPERIA         CA   92345          1            09/13/01         23
    0433258514                           05           11/01/01          0
    00261543                             O            10/01/31
    0


    5532779          964/G01             F           96,700.00         ZZ
                                         360         96,645.79          1
                                       8.875            769.39        103
                                       8.625            769.39
    GLENDALE         AZ   85301          1            09/14/01         23
    0433224680                           05           11/01/01          0
    142417                               O            10/01/31
    0


    5534168          E22/G01             F          203,000.00         ZZ
                                         360        202,759.44          1
                                       8.625          1,578.91        105
                                       8.125          1,578.91
    CHOWCHILLA       CA   93610          1            08/24/01         23
    0412822769                           03           10/01/01          0
    0412822769                           O            09/01/31
    0


    5534171          E22/G01             F          118,500.00         ZZ
                                         360        118,426.34          1
                                       8.375            900.69        105
                                       7.875            900.69
    PHOENIX          AZ   85019          5            08/28/01         23
    0412850349                           05           11/01/01          0
    0412850349                           O            10/01/31
    0


1


    5534196          E22/G01             F           55,500.00         ZZ
                                         360         55,474.79          1
                                       9.875            481.93        103
                                       9.375            481.93
    LOUISVILLE       KY   40202          1            09/10/01         23
    0412919623                           01           11/01/01          0
    0412919623                           O            10/01/31
    0


    5534208          E22/G01             F          227,700.00         ZZ
                                         360        227,415.97          1
                                       8.375          1,730.68         99
                                       8.125          1,730.68
    ANAHEIM          CA   92808          1            08/27/01         23
    0412933905                           01           10/01/01          0
    0412933905                           O            09/01/31
    0


    5534256          E22/G01             F           72,000.00         ZZ
                                         360         71,959.64          1
                                       8.875            572.86        100
                                       8.625            572.86
    GARLAND          TX   75044          1            09/04/01         23
    0412972119                           05           11/01/01          0
    0412972119                           O            10/01/31
    0


    5534264          E22/G01             F          296,400.00         ZZ
                                         360        296,229.47          1
                                       8.750          2,331.78         95
                                       8.250          2,331.78
    HAYWARD          CA   94545          1            09/04/01         23
    0412979353                           05           11/01/01          0
    0412979353                           O            10/01/31
    0


    5534275          E22/G01             F           67,000.00         ZZ
                                         360         66,961.45          1
                                       8.750            527.09        100
                                       8.500            527.09
    DES MOINES       IA   50317          1            09/10/01         23
    0412985483                           05           11/01/01          0
    0412985483                           O            10/01/31
    0


    5534290          E22/G01             F          400,000.00         ZZ
                                         360        399,744.93          1
                                       8.250          3,005.07         99
                                       8.000          3,005.07
1


    NEWARK           CA   94560          1            08/31/01         23
    0412998841                           05           11/01/01          0
    0412998841                           O            10/01/31
    0


    5534292          E22/G01             F          150,200.00         ZZ
                                         360        150,113.59          1
                                       8.750          1,181.62        104
                                       8.500          1,181.62
    WINCHESTER       VA   22602          1            09/07/01         23
    0413001009                           05           11/01/01          0
    0413001009                           O            10/01/31
    0


    5534295          E22/G01             F           66,400.00         ZZ
                                         360         66,383.47          1
                                      12.625            715.11        100
                                      12.125            715.11
    GREENVILLE       NC   27834          1            09/10/01         23
    0413004664                           09           11/01/01          0
    0413004664                           O            10/01/31
    0


    5536914          W33/G01             F          211,890.00         ZZ
                                         360        211,686.17          1
                                       9.625          1,801.04        103
                                       9.375          1,801.04
    INDIANAPOLIS     IN   46250          1            09/14/01         23
    0433243599                           01           10/14/01          0
    0127114                              O            09/14/31
    0


    5538259          737/G01             F          180,500.00         ZZ
                                         360        180,401.20          1
                                       8.990          1,451.05         95
                                       8.740          1,451.05
    SAN BRUNO        CA   94066          1            09/17/01         23
    0433231453                           01           11/01/01          0
    0001791136                           O            10/01/31
    0


    5538308          K15/G01             F           97,800.00         ZZ
                                         360         97,772.02          1
                                      12.000          1,005.98        103
                                      11.750          1,005.98
    ROGERS           AR   72756          5            09/13/01         23
    0433215837                           05           11/01/01          0
    003820005302928                      O            10/01/31
    0
1




    5540070          U96/G01             F          223,000.00         ZZ
                                         360        222,850.38          1
                                       8.000          1,636.29        107
                                       7.750          1,636.29
    EWA BEACH        HI   96706          1            09/13/01         23
    0433236742                           03           11/01/01          0
    10800049                             O            10/01/31
    0


    5540636          K15/G01             F          128,900.00         ZZ
                                         360        128,855.01          1
                                      11.125          1,239.74        100
                                      10.875          1,239.74
    CHARLOTTE        NC   28215          5            09/13/01         23
    0433191418                           03           11/01/01          0
    017305304086                         O            10/01/31
    0


    5541578          U59/G01             F           98,262.00         ZZ
                                         360         98,148.51          1
                                       8.750            773.03        103
                                       8.500            773.03
    PLEASANTVILLE    NJ   08232          1            08/29/01         23
    0433187838                           05           10/01/01          0
    800836435                            O            09/01/31
    0


    5542442          964/G01             F          152,000.00         ZZ
                                         360        151,900.57          1
                                       8.125          1,128.60        100
                                       7.875          1,128.60
    PHOENIX          AZ   85044          1            09/14/01         01
    0433198579                           05           11/01/01         35
    146034                               O            10/01/31
    0


    5543744          E22/G01             F          193,750.00         ZZ
                                         360        193,626.45          1
                                       8.250          1,455.58        100
                                       8.000          1,455.58
    PAW PAW          MI   49079          1            09/11/01         23
    0412906638                           05           11/01/01          0
    0412906638                           O            10/01/31
    0


    5543751          E22/G01             F          131,840.00         ZZ
                                         360        130,684.08          1
1


                                       8.750          1,037.19        103
                                       8.250          1,037.19
    LAS VEGAS        NV   89122          5            08/28/01         23
    0412926503                           05           10/01/01          0
    0412926503                           O            09/01/31
    0


    5543785          E22/G01             F          158,460.00         ZZ
                                         360        158,371.16          1
                                       8.875          1,260.78         95
                                       8.625          1,260.78
    CEDAR HILL       TX   75104          1            09/07/01         23
    0412987505                           05           11/01/01          0
    0412987505                           N            10/01/31
    0


    5543786          E22/G01             F          161,710.00         ZZ
                                         360        161,609.49          1
                                       8.375          1,229.11        103
                                       7.875          1,229.11
    PHOENIX          AZ   85032          1            09/06/01         23
    0412987851                           03           11/01/01          0
    0412987851                           O            10/01/31
    0


    5543803          E22/G01             F          385,200.00         ZZ
                                         360        384,972.58          1
                                       8.625          2,996.05        107
                                       8.375          2,996.05
    SAN JOSE         CA   95124          1            09/04/01         23
    0413008301                           05           11/01/01          0
    0413008301                           O            10/01/31
    0


    5543808          E22/G01             F          271,700.00         ZZ
                                         360        271,513.02          1
                                       7.875          1,970.01        107
                                       7.375          1,970.01
    SAN DIEGO        CA   92128          1            09/07/01         23
    0413022831                           05           11/01/01          0
    0413022831                           O            10/01/31
    0


    5544023          Q78/G01             F          162,400.00         ZZ
                                         360        162,217.23          1
                                       8.875          1,292.13        107
                                       8.625          1,292.13
    COLUMBUS         OH   43232          2            08/27/01         23
    0433211034                           05           10/01/01          0
1


    693115                               O            09/01/31
    0


    5544322          G75/G01             F          116,050.00         ZZ
                                         360        115,905.22          1
                                       8.375            882.07        107
                                       8.125            882.07
    PENNSBURG        PA   18073          1            08/31/01         23
    0433183407                           05           10/01/01          0
    04446236                             O            09/01/31
    0


    5545095          Q78/G01             F           67,410.00         ZZ
                                         360         67,373.18          1
                                       9.000            542.40        107
                                       8.750            542.40
    FLINT            MI   48506          5            08/28/01         23
    0433165842                           05           11/01/01          0
    692968                               O            10/01/31
    0


    5546497          737/G01             F          212,180.00         ZZ
                                         360        212,078.35          1
                                       9.625          1,803.51        103
                                       9.375          1,803.51
    LITHONIA         GA   30058          1            09/28/01         23
    0433276599                           05           11/01/01          0
    0001790799                           O            10/01/31
    0


    5547493          940/G01             F          239,700.00         ZZ
                                         360        239,539.17          1
                                       8.000          1,758.83        104
                                       7.750          1,758.83
    REDLANDS         CA   92374          1            09/21/01         23
    0433271202                           05           11/01/01          0
    40010982                             O            10/01/31
    0


    5548526          U62/G01             F          103,950.00         ZZ
                                         360        103,876.63          1
                                       7.750            744.71         99
                                       7.500            744.71
    GARDEN CITY      KS   67846          2            09/21/01         23
    0433231081                           05           11/01/01          0
    2001291687                           O            10/01/31
    0


1


    5548776          Q64/G01             F           76,200.00         ZZ
                                         360         76,134.08          1
                                      10.125            675.76        103
                                       9.875            675.76
    COLUMBIA         SC   29223          5            08/27/01         23
    0433238425                           09           10/01/01          0
    0102336104                           O            09/01/31
    0


    5548912          Q64/G01             F          149,900.00         ZZ
                                         360        149,735.63          1
                                       9.000          1,206.13        100
                                       8.750          1,206.13
    MCDONOUGH        GA   30252          1            08/27/01         23
    0433216827                           05           10/01/01          0
    0102337300                           O            09/01/31
    0


    5549621          Q78/G01             F          180,830.00         ZZ
                                         360        180,725.95          1
                                       8.750          1,422.60        107
                                       8.500          1,422.60
    BURLINGTON       NC   27215          2            08/28/01         23
    0433178381                           05           11/01/01          0
    692341                               O            10/01/31
    0


    5549773          U05/G01             F          137,500.00         ZZ
                                         360        137,446.82          1
                                      10.625          1,270.63        103
                                      10.375          1,270.63
    MCKINNEY         TX   75070          1            09/10/01         23
    0433224458                           05           11/01/01          0
    3164751                              O            10/01/31
    0


    5550549          R65/G01             F           95,200.00         ZZ
                                         360         95,154.39          1
                                       9.625            809.19         99
                                       9.375            809.19
    SAINT CLOUD      MN   56304          5            09/14/01         23
    0433275211                           05           11/01/01          0
    20014607                             O            10/01/31
    0


    5551459          624/G01             F          201,100.00         ZZ
                                         360        200,978.17          1
                                       8.500          1,546.29        104
                                       8.250          1,546.29
1


    SACRAMENTO       CA   95826          1            09/14/01         23
    0433235314                           05           11/01/01          0
    38800710403F                         O            10/01/31
    0


    5551695          470/G01             F          192,000.00         ZZ
                                         360        191,880.66          1
                                       8.375          1,459.34        100
                                       8.125          1,459.34
    MURRIETA         CA   92562          1            09/14/01         23
    0433276813                           05           11/01/01          0
    06000803                             O            10/01/31
    0


    5552593          808/G01             F          209,720.00         ZZ
                                         360        209,579.27          1
                                       8.000          1,538.86        107
                                       7.750          1,538.86
    LONG BEACH       CA   90805          1            09/18/01         23
    0433282043                           05           11/01/01          0
    9321007                              O            10/01/31
    0


    5552952          U05/G01             F          169,000.00         ZZ
                                         360        168,907.69          1
                                       9.000          1,359.81        100
                                       8.750          1,359.81
    HOUSTON          TX   77057          1            09/24/01         23
    0433238573                           09           11/01/01          0
    3166825                              O            10/01/31
    0


    5555651          E22/G01             F          216,000.00         ZZ
                                         360        215,909.42          1
                                      10.250          1,935.58         99
                                       9.750          1,935.58
    ST ALBANS        NY   11422          5            09/07/01         23
    0412858243                           05           11/01/01          0
    0412858243                           O            10/01/31
    0


    5555652          E22/G01             F          110,200.00         ZZ
                                         360        110,141.36          1
                                       9.125            896.62         98
                                       8.875            896.62
    BURBANK          IL   60459          1            09/12/01         23
    0412863094                           05           11/01/01          0
    0412863094                           O            10/01/31
    0
1




    5555701          E22/G01             F          211,600.00         ZZ
                                         360        211,468.48          1
                                       8.375          1,608.31        100
                                       7.875          1,608.31
    FAYETTEVILLE     GA   30215          1            09/12/01         23
    0412967879                           05           11/01/01          0
    0412967879                           O            10/01/31
    0


    5555710          E22/G01             F           97,000.00         ZZ
                                         360         96,964.46          1
                                      10.875            914.60         99
                                      10.375            914.60
    GREAT FALLS      MT   59404          1            09/11/01         23
    0412975252                           05           11/01/01          0
    0412975252                           O            10/01/31
    0


    5555742          E22/G01             F          163,600.00         ZZ
                                         360        163,498.31          1
                                       8.375          1,243.48        103
                                       7.875          1,243.48
    NORTH HIGHLANDS  CA   95660          5            09/04/01         23
    0412999161                           05           11/01/01          0
    0412999161                           O            10/01/31
    0


    5555746          E22/G01             F           43,900.00         ZZ
                                         360         43,882.56          1
                                      10.500            401.57        100
                                      10.250            401.57
    HOUSTON          TX   77069          1            09/12/01         23
    0413001355                           01           11/01/01          0
    0413001355                           O            10/01/31
    0


    5555759          E22/G01             F          182,650.00         ZZ
                                         360        182,557.76          1
                                       9.375          1,519.19         99
                                       9.125          1,519.19
    ALLEN            TX   75002          1            09/11/01         23
    0413022583                           05           11/01/01          0
    0413022583                           O            10/01/31
    0


    5557640          Q64/G01             F          102,000.00         ZZ
                                         360        101,885.20          1
1


                                       8.875            811.56        100
                                       8.625            811.56
    MCDONOUGH        GA   30253          1            08/31/01         23
    0433236635                           05           10/01/01          0
    0102333309                           O            09/01/31
    0


    5558291          624/G01             F          102,490.00         ZZ
                                         360        102,429.41          1
                                      11.875          1,044.37        103
                                      11.625          1,044.37
    PARLIER          CA   93648          1            08/23/01         23
    0433190063                           05           10/01/01          0
    36200110083F                         O            09/01/31
    0


    5559677          147/G01             F           35,738.00         ZZ
                                         360         35,714.62          1
                                       8.125            265.36        107
                                       7.875            265.36
    WHITWELL         TN   37397          1            09/18/01         23
    0433253424                           05           11/01/01          0
    10433323                             O            10/01/31
    0


    5559959          940/G01             F          228,500.00         ZZ
                                         360        228,357.97          1
                                       8.375          1,736.77        103
                                       8.125          1,736.77
    COSTA MESA       CA   92626          1            09/27/01         23
    0433271459                           03           11/01/01          0
    40010989                             O            10/01/31
    0


    5560874          808/G01             F          164,748.00         ZZ
                                         360        164,658.01          1
                                       9.000          1,325.60        103
                                       8.750          1,325.60
    LANCASTER        CA   93536          1            09/20/01         23
    0433282027                           05           11/01/01          0
    9423022                              O            10/01/31
    0


    5561097          U05/G01             F          105,550.00         ZZ
                                         360        105,487.68          1
                                       8.625            820.96        107
                                       8.375            820.96
    HOUSTON          TX   77090          1            09/18/01         23
    0433281300                           03           11/01/01          0
1


    3166728                              O            10/01/31
    0


    5562047          G75/G01             F          400,000.00         ZZ
                                         360        399,501.02          1
                                       8.375          3,040.29         97
                                       8.125          3,040.29
    LEESBURG         VA   20175          1            08/31/01         23
    0433204229                           05           10/01/01          0
    04436514                             O            09/01/31
    0


    5563136          642/G01             F          137,000.00         ZZ
                                         360        136,837.66          1
                                       8.625          1,065.57        103
                                       8.375          1,065.57
    WAUKESHA         WI   53188          1            08/31/01         23
    0433210978                           05           10/01/01          0
    08105601                             O            09/01/31
    0


    5563350          642/G01             F          166,860.00         ZZ
                                         360        166,695.21          1
                                       9.500          1,403.05        103
                                       9.250          1,403.05
    LAS VEGAS        NV   89104          1            08/29/01         23
    0433187812                           05           10/01/01          0
    08149601                             O            09/01/31
    0


    5563696          K15/G01             F          144,100.00         ZZ
                                         360        144,032.77          1
                                       9.750          1,238.04        103
                                       9.500          1,238.04
    NEWARK           NJ   07112          5            09/25/01         23
    0433281847                           05           11/01/01          0
    001100005302828                      O            10/01/31
    0


    5565900          N67/G01             F          137,000.00         ZZ
                                         360        136,923.20          1
                                       8.875          1,090.03        100
                                       8.625          1,090.03
    LEWISVILLE       TX   75077          1            09/21/01         23
    0433268778                           05           11/01/01          0
    1160005668                           O            10/01/31
    0


1


    5567749          E22/G01             F          208,800.00         ZZ
                                         360        208,682.94          1
                                       8.875          1,661.31        100
                                       8.625          1,661.31
    MIAMI            FL   33015          1            09/13/01         23
    0412941452                           05           11/01/01          0
    0412941452                           O            10/01/31
    0


    5567753          E22/G01             F          169,950.00         ZZ
                                         360        169,857.17          1
                                       9.000          1,367.46        103
                                       8.500          1,367.46
    FRESNO           CA   93710          1            09/06/01         23
    0412961393                           05           11/01/01          0
    0412961393                           O            10/01/31
    0


    5567754          E22/G01             F          100,600.00         ZZ
                                         360        100,549.20          1
                                       9.375            836.74        100
                                       9.125            836.74
    WINCHESTER       VA   22601          1            09/13/01         23
    0412967366                           05           11/01/01          0
    0412967366                           O            10/01/31
    0


    5567756          E22/G01             F          154,500.00         ZZ
                                         360        154,427.92          1
                                       9.750          1,327.39        103
                                       9.500          1,327.39
    MODESTO          CA   95355          1            09/04/01         23
    0412974180                           05           11/01/01          0
    0412974180                           O            10/01/31
    0


    5567766          E22/G01             F          116,850.00         ZZ
                                         360        116,784.49          1
                                       8.875            929.71         95
                                       8.625            929.71
    POMONA           CA   91767          1            08/30/01         23
    0412986101                           01           11/01/01          0
    0412986101                           N            10/01/31
    0


    5567774          E22/G01             F          233,900.00         ZZ
                                         360        233,778.74          1
                                       9.250          1,924.24        100
                                       9.000          1,924.24
1


    AUSTIN           TX   78704          1            09/12/01         23
    0413006123                           03           11/01/01          0
    0413006123                           O            10/01/31
    0


    5567778          E22/G01             F           44,940.00         ZZ
                                         360         44,914.81          1
                                       8.875            357.56        107
                                       8.625            357.56
    BOLING           TX   77420          1            09/12/01         23
    0413008525                           05           11/01/01          0
    0413008525                           O            10/01/31
    0


    5567780          E22/G01             F           83,400.00         ZZ
                                         360         83,361.10          1
                                       9.750            716.53        103
                                       9.500            716.53
    SOUTH BEND       IN   46619          1            09/13/01         23
    0413009044                           05           11/01/01          0
    0413009044                           O            10/01/31
    0


    5567976          Q64/G01             F           75,000.00         ZZ
                                         360         74,915.59          1
                                       8.875            596.74        100
                                       8.625            596.74
    REX              GA   30273          1            08/30/01         23
    0433217742                           05           10/01/01          0
    0102326006                           O            09/01/31
    0


    5568035          Q64/G01             F          180,500.00         ZZ
                                         360        180,296.87          1
                                       8.875          1,436.14        100
                                       8.625          1,436.14
    MARIETTA         GA   30062          1            08/31/01         23
    0433216702                           05           10/01/01          0
    3623677006                           O            09/01/31
    0


    5568245          561/G01             F          245,950.00         ZZ
                                         360        245,665.96          1
                                       8.750          1,934.89        107
                                       8.500          1,934.89
    BEL AIR          MD   21015          1            08/17/01         23
    0433228251                           05           10/01/01          0
    18694216                             O            09/01/31
    0
1




    5568476          253/G01             F          100,700.00         ZZ
                                         360        100,597.88          1
                                       9.375            837.58         95
                                       9.125            837.58
    DESOTO           TX   75115          1            08/13/01         23
    0433215035                           05           10/01/01          0
    973438                               N            09/01/31
    0


    5569067          K15/G01             F          106,000.00         ZZ
                                         360        105,954.35          1
                                      10.125            940.03        103
                                       9.875            940.03
    DANVILLE         IL   61832          5            09/13/01         23
    0433193927                           05           11/01/01          0
    018105302764                         O            10/01/31
    0


    5569263          964/G01             F          298,500.00         ZZ
                                         360        298,328.26          1
                                       8.750          2,348.30        100
                                       8.500          2,348.30
    CAMERON PARK     CA   95682          1            09/26/01         23
    0433255114                           05           11/01/01          0
    146435                               O            10/01/31
    0


    5569623          U05/G01             F          293,400.00         ZZ
                                         360        293,222.26          1
                                       8.500          2,255.99        105
                                       8.250          2,255.99
    AMISSVILLE       VA   20106          1            09/27/01         23
    0433243243                           05           11/01/01          0
    3166260                              O            10/01/31
    0


    5570014          U05/G01             F          141,900.00         ZZ
                                         360        141,802.35          1
                                       7.875          1,028.87         95
                                       7.625          1,028.87
    MIRAMAR          FL   33025          1            09/26/01         23
    0433238029                           05           11/01/01          0
    3168479                              O            10/01/31
    0


    5571210          J95/G01             F          163,700.00         ZZ
                                         360        163,587.34          1
1


                                       7.875          1,186.94        100
                                       7.625          1,186.94
    WAVERLY          TN   37185          1            09/21/01         23
    0433219490                           05           11/01/01          0
    0023691496                           O            10/01/31
    0


    5571238          964/G01             F          159,600.00         ZZ
                                         360        159,525.54          1
                                       9.750          1,371.21        103
                                       9.500          1,371.21
    GILBERT          AZ   85296          1            09/20/01         23
    0433220613                           03           11/01/01          0
    144737                               O            10/01/31
    0


    5572331          U59/G01             F          133,000.00         ZZ
                                         360        132,929.21          1
                                       9.125          1,082.14         95
                                       8.875          1,082.14
    HOPEWELL JUNCTI  NY   12533          1            09/28/01         23
    0433268380                           07           11/01/01          0
    800854963                            O            10/01/31
    0


    5574444          E22/G01             F          306,000.00         ZZ
                                         360        305,832.85          1
                                       9.000          2,462.15        106
                                       8.750          2,462.15
    NOBLESVILLE      IN   46060          1            09/14/01         23
    0412780702                           05           11/01/01          0
    0412780702                           O            10/01/31
    0


    5574448          E22/G01             F           74,900.00         ZZ
                                         360         74,858.01          1
                                       8.875            595.94        107
                                       8.625            595.94
    RED BAY          AL   35582          5            09/10/01         23
    0412895930                           05           11/01/01          0
    0412895930                           O            10/01/31
    0


    5574452          E22/G01             F          141,570.00         ZZ
                                         360        141,484.24          1
                                       8.500          1,088.55         99
                                       8.250          1,088.55
    WELLINGTON       CO   80549          1            09/14/01         23
    0412916405                           09           11/01/01          0
1


    0412916405                           O            10/01/31
    0


    5574475          E22/G01             F           70,000.00         ZZ
                                         360         69,980.52          1
                                      12.125            726.77        102
                                      11.625            726.77
    SENECA           SC   29678          1            09/14/01         23
    0412978850                           05           11/01/01          0
    0412978850                           O            10/01/31
    0


    5574477          E22/G01             F          235,200.00         ZZ
                                         360        235,053.81          1
                                       8.375          1,787.69        105
                                       7.875          1,787.69
    PORTLAND         OR   97229          1            09/06/01         23
    0412980849                           07           11/01/01          0
    0412980849                           O            10/01/31
    0


    5574478          E22/G01             F          108,150.00         ZZ
                                         360        108,087.77          1
                                       8.750            850.82        103
                                       8.500            850.82
    EUNICE           LA   70535          5            09/10/01         23
    0412980864                           05           11/01/01          0
    0412980864                           O            10/01/31
    0


    5574481          E22/G01             F          134,000.00         ZZ
                                         360        133,924.88          1
                                       8.875          1,066.16        103
                                       8.625          1,066.16
    STONINGTON       CT   06358          1            09/14/01         23
    0412984080                           05           11/01/01          0
    0412984080                           O            10/01/31
    0


    5574484          E22/G01             F           70,000.00         ZZ
                                         360         69,967.34          1
                                       9.750            601.41        100
                                       9.250            601.41
    PRYOR            OK   74361          1            09/14/01         23
    0412988784                           05           11/01/01          0
    0412988784                           O            10/01/31
    0


1


    5574489          E22/G01             F           92,800.00         ZZ
                                         360         92,320.52          1
                                       8.375            705.35        101
                                       8.125            705.35
    LEXINGTON        KY   40505          1            09/14/01         23
    0412990053                           05           11/01/01          0
    0412990053                           O            10/01/31
    0


    5574498          E22/G01             F          172,900.00         ZZ
                                         360        172,797.92          1
                                       8.625          1,344.80         98
                                       8.375          1,344.80
    WESTMONT         IL   60559          5            09/10/01         23
    0412998312                           07           11/01/01          0
    0412998312                           O            10/01/31
    0


    5574499          E22/G01             F          123,050.00         ZZ
                                         360        122,975.45          1
                                       8.500            946.15        103
                                       8.250            946.15
    FLORENCE         AL   35630          1            09/14/01         23
    0412999708                           05           11/01/01          0
    0412999708                           O            10/01/31
    0


    5574501          E22/G01             F          160,300.00         ZZ
                                         360        160,207.77          1
                                       8.750          1,261.08        103
                                       8.500          1,261.08
    LINDEN           MI   48451          1            09/14/01         23
    0413001207                           05           11/01/01          0
    0413001207                           O            10/01/31
    0


    5574522          E22/G01             F           93,090.00         ZZ
                                         360         93,042.99          1
                                       9.375            774.28        107
                                       8.875            774.28
    PALM HARBOR      FL   34684          1            09/14/01         23
    0413013236                           09           11/01/01          0
    0413013236                           O            10/01/31
    0


    5574530          E22/G01             F          183,340.00         ZZ
                                         360        183,216.99          1
                                       8.000          1,345.28        103
                                       7.500          1,345.28
1


    SANDY            UT   84094          1            09/10/01         23
    0413020967                           05           11/01/01          0
    0413020967                           O            10/01/31
    0


    5574534          E22/G01             F          143,000.00         ZZ
                                         360        142,919.83          1
                                       8.875          1,137.77        100
                                       8.625          1,137.77
    GRAND BLANC      MI   48442          1            09/14/01         23
    0413024662                           05           11/01/01          0
    0413024662                           O            10/01/31
    0


    5574535          E22/G01             F          117,600.00         ZZ
                                         360        117,528.76          1
                                       8.500            904.24         98
                                       8.250            904.24
    ALBUQUERQUE      NM   87109          1            09/14/01         23
    0413024993                           07           11/01/01          0
    0413024993                           O            10/01/31
    0


    5574536          E22/G01             F          106,890.00         ZZ
                                         360        106,826.89          1
                                       8.625            831.38        103
                                       8.375            831.38
    GRESHAM          OR   97030          1            09/10/01         23
    0413025818                           01           11/01/01          0
    0413025818                           O            10/01/31
    0


    5574537          E22/G01             F          226,800.00         ZZ
                                         360        226,666.10          1
                                       8.625          1,764.03        107
                                       8.125          1,764.03
    SHERWOOD         OR   97140          1            09/10/01         23
    0413027533                           03           11/01/01          0
    0413027533                           O            10/01/31
    0


    5574543          E22/G01             F          193,200.00         ZZ
                                         360        193,079.92          1
                                       8.375          1,468.46        104
                                       8.125          1,468.46
    GRAPEVINE        TX   76051          1            09/14/01         23
    0413035056                           05           11/01/01          0
    0413035056                           O            10/01/31
    0
1




    5575235          K15/G01             F           72,000.00         ZZ
                                         360         71,966.41          1
                                       9.750            618.59        103
                                       9.500            618.59
    FLINT            MI   48505          1            09/20/01         23
    0433254778                           05           11/01/01          0
    024405302227                         O            10/01/31
    0


    5576841          U05/G01             F           87,000.00         ZZ
                                         360         86,847.60          1
                                       8.750            684.43        100
                                       8.500            684.43
    ERIE             PA   16509          1            09/20/01         23
    0433223583                           05           11/01/01          0
    3154735                              O            10/01/31
    0


    5577494          737/G01             F          162,740.00         ZZ
                                         360        162,662.04          1
                                       9.625          1,383.27        103
                                       9.375          1,383.27
    WHITE LAKE TOWN  MI   48386          1            09/21/01         23
    0433253234                           05           11/01/01          0
    0001786268                           O            10/01/31
    0


    5577530          964/G01             F          128,750.00         ZZ
                                         360        128,667.90          1
                                       8.250            967.26        103
                                       8.000            967.26
    MESA             AZ   85206          5            09/21/01         23
    0433279460                           03           11/01/01          0
    148552                               O            10/01/31
    0


    5579068          U05/G01             F          153,000.00         ZZ
                                         360        152,904.90          1
                                       8.375          1,162.91        100
                                       8.125          1,162.91
    ROSEVILLE        CA   95661          1            09/24/01         23
    0433234036                           05           11/01/01          0
    3166983                              O            10/01/31
    0


    5579116          470/G01             F          177,620.00         ZZ
                                         360        177,517.81          1
1


                                       8.750          1,397.34        107
                                       8.500          1,397.34
    TURLOCK          CA   95382          1            09/21/01         23
    0433261112                           05           11/01/01          0
    18023624                             O            10/01/31
    0


    5579245          624/G01             F          122,550.00         ZZ
                                         360        122,467.77          1
                                       8.000            899.23        103
                                       7.750            899.23
    HANFORD          CA   93230          1            09/24/01         23
    0433268083                           05           11/01/01          0
    36500315586                          O            10/01/31
    0


    5579537          U05/G01             F          183,000.00         ZZ
                                         360        182,891.95          1
                                       8.625          1,423.36        100
                                       8.375          1,423.36
    GLENDALE         AZ   85301          1            09/21/01         23
    0433263233                           09           11/01/01          0
    3132360                              O            10/01/31
    0


    5581756          K15/G01             F           92,600.00         ZZ
                                         360         92,567.87          1
                                      11.125            890.61        103
                                      10.875            890.61
    CLINTON TOWNSHI  MI   48036          5            09/12/01         23
    0433198165                           01           11/01/01          0
    035605303392                         O            10/01/31
    0


    5583678          K15/G01             F          163,500.00         ZZ
                                         360        163,387.48          1
                                       7.875          1,185.49        106
                                       7.625          1,185.49
    MURFREESBORO     TN   37128          5            09/21/01         23
    0433253069                           05           11/01/01          0
    003805301942                         O            10/01/31
    0


    5584000          642/G01             F          150,000.00         ZZ
                                         360        149,896.78          1
                                       7.875          1,087.60        100
                                       7.625          1,087.60
    VIRGINIA BEACH   VA   23456          2            09/27/01         23
    0433247798                           05           11/01/01          0
1


    08192701                             O            10/01/31
    0


    5587193          808/G01             F          169,000.00         ZZ
                                         360        168,892.23          1
                                       8.250          1,269.65        100
                                       8.000          1,269.65
    PALMDALE         CA   93551          1            09/24/01         23
    0433235603                           05           11/01/01          0
    9422875                              O            10/01/31
    0


    5588127          E22/G01             F          250,000.00         ZZ
                                         360        249,900.65          1
                                      10.500          2,286.85        100
                                      10.000          2,286.85
    CROSBY           TX   77532          1            09/17/01         23
    0412871287                           05           11/01/01          0
    0412871287                           O            10/01/31
    0


    5588181          E22/G01             F          234,900.00         ZZ
                                         360        234,793.28          1
                                       9.875          2,039.75        103
                                       9.625          2,039.75
    GLEN ELLYN       IL   60137          5            09/12/01         23
    0412990969                           05           11/01/01          0
    0412990699                           O            10/01/31
    0


    5588187          E22/G01             F          201,880.00         ZZ
                                         360        201,806.03          1
                                      10.875          1,903.51        103
                                      10.375          1,903.51
    SPRING           TX   77388          1            09/17/01         23
    0412994642                           03           11/01/01          0
    0412994642                           O            10/01/31
    0


    5588232          E22/G01             F          118,500.00         ZZ
                                         360        118,420.49          1
                                       8.000            869.51         97
                                       7.750            869.51
    KANSAS CITY      MO   64114          1            09/17/01         23
    0413023714                           05           11/01/01          0
    0413023714                           O            10/01/31
    0


1


    5588233          E22/G01             F          245,500.00         ZZ
                                         360        245,351.28          1
                                       8.500          1,887.68        107
                                       8.250          1,887.68
    NASHUA           NH   03063          1            09/17/01         23
    0413029497                           05           11/01/01          0
    0413029497                           O            10/01/31
    0


    5588236          E22/G01             F          173,850.00         ZZ
                                         360        173,741.94          1
                                       8.375          1,321.39        103
                                       8.125          1,321.39
    SACRAMENTO       CA   95814          1            09/12/01         23
    0413035460                           05           11/01/01          0
    0413035460                           O            10/01/31
    0


    5588240          E22/G01             F          283,334.00         ZZ
                                         360        283,179.24          1
                                       9.000          2,279.77         99
                                       8.750          2,279.77
    STRASBURG        CO   80136          1            09/17/01         23
    0413044140                           03           11/01/01          0
    0413044140                           O            10/01/31
    0


    5588435          R74/G01             F          178,690.00         ZZ
                                         180        178,207.03          1
                                       8.750          1,785.91        107
                                       8.500          1,785.91
    SWEDESBORO       NJ   08085          5            09/17/01         23
    0433267366                           05           11/01/01          0
    1010018313                           O            10/01/16
    0


    5589573          808/G01             F          256,917.00         ZZ
                                         360        256,806.34          1
                                      10.125          2,278.40        103
                                       9.875          2,278.40
    LAS VEGAS        NV   89141          1            09/25/01         23
    0433279932                           05           11/01/01          0
    9503601                              O            10/01/31
    0


    5589780          K15/G01             F          112,500.00         ZZ
                                         360        112,435.27          1
                                       8.750            885.04        107
                                       8.500            885.04
1


    SPRINGDALE       AR   72762          5            09/22/01         23
    0433269305                           05           11/01/01          0
    038205302929                         O            10/01/31
    0


    5590278          588/G01             F          144,500.00         ZZ
                                         360        144,405.48          1
                                       8.125          1,072.91        104
                                       7.875          1,072.91
    STERLING         VA   20164          1            09/24/01         23
    0433267911                           01           11/01/01          0
    1049154                              O            10/01/31
    0


    5591206          253/G01             F          248,000.00         ZZ
                                         360        247,841.85          1
                                       8.250          1,863.15        100
                                       8.000          1,863.15
    DENVER           CO   80212          1            09/24/01         23
    0433284452                           05           11/01/01          0
    980525                               O            10/01/31
    0


    5591281          U35/G01             F          112,000.00         ZZ
                                         360        111,930.39          1
                                       8.375            851.28        100
                                       8.125            851.28
    KIMBERLY         WI   54136          5            09/21/01         23
    0433254943                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5591773          U05/G01             F          133,900.00         ZZ
                                         360        133,842.32          1
                                      10.125          1,187.46        103
                                       9.875          1,187.46
    EASTPOINTE       MI   48021          5            09/19/01         23
    0433225091                           05           11/01/01          0
    3159516                              O            10/01/31
    0


    5592033          J95/G01             F          114,200.00         ZZ
                                         360        114,127.18          1
                                       8.250            857.95        102
                                       8.000            857.95
    CHATTANOOGA      TN   37421          5            09/24/01         23
    0433285780                           05           11/01/01          0
    0023712987                           O            10/01/31
    0
1




    5593420          K15/G01             F           82,400.00         ZZ
                                         360         82,368.17          1
                                      10.750            769.19        103
                                      10.500            769.19
    MOUNT VERNON     OH   43050          2            09/12/01         23
    0433192663                           05           11/01/01          0
    003690005302304                      O            10/01/31
    0


    5594547          K15/G01             F           87,700.00         ZZ
                                         360         87,660.16          2
                                       9.875            761.54        102
                                       9.625            761.54
    CLEVELAND        OH   44109          5            09/20/01         23
    0433281276                           05           11/01/01          0
    028705303720                         O            10/01/31
    0


    5595862          U35/G01             F           95,790.00         ZZ
                                         360         95,764.08          1
                                      12.250          1,003.78        103
                                      12.000          1,003.78
    STURGEON BAY     WI   54235          5            09/24/01         23
    0433285897                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5597514          737/G01             F          116,900.00         ZZ
                                         360        116,750.38          1
                                       8.250            878.24         99
                                       8.000            878.24
    ACWORTH          GA   30102          1            08/31/01         23
    0433235199                           05           10/01/01          0
    2036209                              O            09/01/31
    0


    5598275          J95/G01             F          226,840.00         ZZ
                                         360        226,679.90          1
                                       7.750          1,625.11        107
                                       7.500          1,625.11
    CLACKAMAS        OR   97015          5            09/24/01         23
    0433275666                           05           11/01/01          0
    0027516276                           O            10/01/31
    0


    5598467          A11/G01             F          230,000.00         ZZ
                                         360        229,682.40          1
1


                                       7.875          1,667.66        106
                                       7.625          1,667.66
    COMMERCE TOWNSH  MI   48382          1            09/07/01         23
    0433252038                           05           10/07/01          0
    7211490170                           O            09/07/31
    0


    5599193          685/G01             F          109,700.00         ZZ
                                         360        109,635.23          1
                                       8.625            853.24        105
                                       8.375            853.24
    SANTA CLARITA (  CA   91350          1            09/17/01         23
    0433262870                           01           11/01/01          0
    126687                               O            10/01/31
    0


    5599531          U62/G01             F           72,100.00         ZZ
                                         360         72,059.58          1
                                       8.875            573.66        103
                                       8.625            573.66
    WEST PEORIA      IL   61604          5            09/24/01         23
    0433255353                           05           11/01/01          0
    2001276806                           O            10/01/31
    0


    5599662          685/G01             F          366,000.00         ZZ
                                         360        365,766.61          1
                                       8.250          2,749.64        102
                                       8.000          2,749.64
    CARLSBAD         CA   92009          1            09/24/01         23
    0433279833                           05           11/01/01          0
    126928                               O            10/01/31
    0


    5600290          E22/G01             F          265,000.00         ZZ
                                         360        264,847.53          1
                                       8.750          2,084.76        100
                                       8.250          2,084.76
    SPRING VALLEY    CA   91977          1            09/07/01         23
    0412925596                           05           11/01/01          0
    0412925596                           O            10/01/31
    0


    5600291          E22/G01             F          185,200.00         ZZ
                                         360        185,103.99          1
                                       9.250          1,523.59        103
                                       9.000          1,523.59
    SYLVA            NC   28779          1            09/18/01         23
    0412928475                           05           11/01/01          0
1


    0412928475                           O            10/01/31
    0


    5600302          E22/G01             F          144,450.00         ZZ
                                         360        144,360.22          1
                                       8.375          1,097.92        107
                                       8.125          1,097.92
    SAYREVILLE       NJ   08872          1            09/18/01         23
    0412948440                           01           11/01/01          0
    0412948440                           O            10/01/31
    0


    5600303          E22/G01             F           94,050.00         ZZ
                                         360         93,993.03          1
                                       8.500            723.16         99
                                       8.250            723.16
    SAGINAW          MI   48602          5            09/13/01         23
    0412948556                           05           11/01/01          0
    0412948556                           O            10/01/31
    0


    5600311          E22/G01             F           95,200.00         ZZ
                                         360         95,145.23          1
                                       8.750            748.94        107
                                       8.250            748.94
    HICKMAN          NE   68372          5            09/13/01         23
    0412968190                           05           11/01/01          0
    0412968190                           O            10/01/31
    0


    5600312          E22/G01             F          154,500.00         ZZ
                                         360        154,401.48          1
                                       8.250          1,160.71        100
                                       7.750          1,160.71
    LAKELAND         FL   33813          1            09/18/01         23
    0412971319                           03           11/01/01          0
    0412971319                           O            10/01/31
    0


    5600347          E22/G01             F          119,000.00         ZZ
                                         360        118,929.74          1
                                       8.625            925.57        101
                                       8.375            925.57
    FERNDALE         MI   48220          1            09/14/01         23
    0413007741                           05           11/01/01          0
    0413007741                           O            10/01/31
    0


1


    5600368          E22/G01             F           80,500.00         ZZ
                                         360         80,451.23          1
                                       8.500            618.98        100
                                       8.000            618.98
    RED BLUFF        CA   96080          1            09/07/01         23
    0413025396                           05           11/01/01          0
    0413025396                           O            10/01/31
    0


    5600378          E22/G01             F           92,000.00         ZZ
                                         360         91,948.43          1
                                       8.875            731.99        100
                                       8.375            731.99
    LAKE WORTH       FL   33461          1            09/18/01         23
    0413032939                           05           11/01/01          0
    0413032939                           O            10/01/31
    0


    5600384          E22/G01             F           93,120.00         ZZ
                                         360         93,055.92          1
                                       7.875            675.18         97
                                       7.375            675.18
    BOISE            ID   83704          1            09/12/01         23
    0413044538                           03           11/01/01          0
    0413044538                           O            10/01/31
    0


    5600385          E22/G01             F          153,000.00         ZZ
                                         360        152,904.90          1
                                       8.375          1,162.91        100
                                       7.875          1,162.91
    FRESNO           CA   93722          1            09/10/01         23
    0413045485                           05           11/01/01          0
    0413045485                           O            10/01/31
    0


    5600675          J95/G01             F          157,600.00         ZZ
                                         360        157,504.52          1
                                       8.500          1,211.81        106
                                       8.250          1,211.81
    ORLANDO          FL   32809          1            09/25/01         23
    0433234812                           03           11/01/01          0
    0023665839                           O            10/01/31
    0


    5602721          U28/G01             F          129,000.00         ZZ
                                         360        128,921.85          1
                                       8.500            991.90        100
                                       8.250            991.90
1


    GAINESVILLE      GA   30506          2            09/21/01         23
    0433271780                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5603232          Q78/G01             F          269,600.00         ZZ
                                         360        269,448.86          1
                                       8.875          2,145.06        107
                                       8.625          2,145.06
    PARK CITY        UT   84098          5            09/11/01         23
    0433211000                           01           11/01/01          0
    693892                               O            10/01/31
    0


    5603608          964/G01             F           54,900.00         ZZ
                                         360         54,868.41          1
                                       8.750            431.90        107
                                       8.500            431.90
    IDAHO FALLS      ID   83401          1            09/23/01         23
    0433254364                           05           11/01/01          0
    144939                               O            10/01/31
    0


    5605075          J95/G01             F           74,000.00         ZZ
                                         360         73,949.08          1
                                       7.875            536.55        100
                                       7.625            536.55
    EUTAWVILLE       SC   29048          1            09/28/01         23
    0433272549                           05           11/01/01          0
    0023710908                           O            10/01/31
    0


    5605111          685/G01             F          234,200.00         ZZ
                                         360        234,054.43          1
                                       8.375          1,780.09        103
                                       8.125          1,780.09
    FONTANA          CA   92336          1            09/24/01         23
    0433254869                           05           11/01/01          0
    126908                               O            10/01/31
    0


    5606418          L16/G01             F          126,000.00         ZZ
                                         360        125,925.61          1
                                       8.625            980.02        100
                                       8.375            980.02
    WEST VALLEY CIT  UT   84128          1            09/24/01         23
    0433254893                           05           11/01/01          0
    W0109094                             O            10/01/31
    0
1




    5606627          K15/G01             F          124,800.00         ZZ
                                         360        124,730.04          1
                                       8.875            992.96         96
                                       8.625            992.96
    LAKEWOOD         OH   44107          5            09/21/01         23
    0433262151                           05           11/01/01          0
    028705303731                         O            10/01/31
    0


    5607486          964/G01             F          157,000.00         ZZ
                                         360        156,894.66          1
                                       8.000          1,152.01        100
                                       7.750          1,152.01
    LAS VEGAS        NV   89117          1            09/23/01         23
    0433212750                           05           11/01/01          0
    144118                               O            10/01/31
    0


    5608137          642/G01             F          141,230.00         ZZ
                                         360        141,130.32          1
                                       7.750          1,011.79        105
                                       7.500          1,011.79
    FT MYERS         FL   33907          2            09/20/01         23
    0433271855                           05           11/01/01          0
    08106901                             O            10/01/31
    0


    5608773          U35/G01             F          201,000.00         T
                                         360        200,887.31          1
                                       8.875          1,599.25        106
                                       8.625          1,599.25
    MORRO BAY        CA   93442          1            09/24/01         23
    0433275914                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5608885          J95/G01             F          217,950.00         ZZ
                                         360        217,950.00          1
                                       8.625          1,695.20        100
                                       8.375          1,695.20
    EVERETT          WA   98208          1            10/01/01         23
    0433256617                           05           12/01/01          0
    0027584432                           O            11/01/31
    0


    5611590          964/G01             F          141,200.00         ZZ
                                         360        141,100.35          1
1


                                       7.750          1,011.57        107
                                       7.500          1,011.57
    LAS VEGAS        NV   89128          1            09/26/01         23
    0433231222                           03           11/01/01          0
    145983                               O            10/01/31
    0


    5612329          B57/G01             F          159,650.00         ZZ
                                         360        159,650.00          1
                                       8.125          1,185.40        103
                                       7.875          1,185.40
    GILBERT          AZ   85233          1            10/05/01         23
    0433282530                           03           12/01/01          0
    21A0636                              O            11/01/31
    0


    5612450          J95/G01             F          101,600.00         ZZ
                                         360        101,538.45          1
                                       8.500            781.22        107
                                       8.250            781.22
    TUCSON           AZ   85706          2            09/24/01         23
    0433265345                           05           11/01/01          0
    0027596667                           O            10/01/31
    0


    5614644          964/G01             F          207,000.00         ZZ
                                         360        206,874.60          1
                                       8.500          1,591.65        100
                                       8.250          1,591.65
    MT. VERNON       WA   98273          1            09/24/01         23
    0433224763                           05           11/01/01          0
    143620                               O            10/01/31
    0


    5614795          E22/G01             F          104,300.00         ZZ
                                         360        104,243.03          2
                                       9.000            839.22        102
                                       8.750            839.22
    PORTAGE          IN   46368          1            09/20/01         23
    0412756066                           05           11/01/01          0
    0412756066                           O            10/01/31
    0


    5614802          E22/G01             F          135,000.00         ZZ
                                         360        134,937.02          1
                                       9.750          1,159.86         94
                                       9.500          1,159.86
    LOCHBUIE         CO   80603          1            09/21/01         23
    0412879751                           03           11/01/01          0
1


    0412879751                           O            10/01/31
    0


    5614809          E22/G01             F          127,000.00         ZZ
                                         360        126,921.06          1
                                       8.375            965.29        100
                                       8.125            965.29
    RIO LINDA        CA   95673          1            09/17/01         23
    0412897449                           05           11/01/01          0
    0412897449                           O            10/01/31
    0


    5614825          E22/G01             F           85,600.00         ZZ
                                         360         85,554.45          1
                                       9.125            696.47         98
                                       8.875            696.47
    BATON ROUGE      LA   70817          1            09/21/01         23
    0412931768                           05           11/01/01          0
    0412931768                           O            10/01/31
    0


    5614826          E22/G01             F          118,700.00         ZZ
                                         360        118,657.67          1
                                      11.000          1,130.41         99
                                      10.500          1,130.41
    SNELLVILLE       GA   30039          5            09/14/01         23
    0412934424                           05           11/01/01          0
    0412934424                           O            10/01/31
    0


    5614830          E22/G01             F          299,950.00         ZZ
                                         360        299,768.29          1
                                       8.500          2,306.36        104
                                       8.000          2,306.36
    OAKLAND          CA   94605          1            09/14/01         23
    0412936841                           05           11/01/01          0
    0412936841                           O            10/01/31
    0


    5614832          E22/G01             F          130,000.00         ZZ
                                         360        129,819.20          1
                                       8.375            988.10        100
                                       8.125            988.10
    ADDISON          MI   48366          1            09/20/01         23
    0412941973                           05           11/01/01          0
    0412941973                           O            10/01/31
    0


1


    5614851          E22/G01             F          164,748.00         ZZ
                                         360        164,677.04          1
                                      10.125          1,461.02        103
                                       9.625          1,461.02
    SACRAMENTO       CA   95842          1            09/13/01         23
    0412965303                           05           11/01/01          0
    0412965303                           O            10/01/31
    0


    5614857          E22/G01             F          139,000.00         ZZ
                                         360        138,909.08          1
                                       8.125          1,032.07        100
                                       7.625          1,032.07
    SOUTH LAKE TAHO  CA   96150          1            09/14/01         23
    0412967937                           05           11/01/01          0
    0412967937                           O            10/01/31
    0


    5614863          E22/G01             F          203,000.00         ZZ
                                         360        202,873.82          1
                                       8.375          1,542.95        107
                                       7.875          1,542.95
    SIMI VALLEY      CA   93063          1            09/18/01         23
    0412971103                           09           11/01/01          0
    0412971103                           O            10/01/31
    0


    5614915          E22/G01             F          125,660.00         ZZ
                                         360        125,575.68          1
                                       8.000            922.05        103
                                       7.750            922.05
    STOCKTON         CA   95204          1            09/18/01         23
    0412988255                           05           11/01/01          0
    0412988255                           O            10/01/31
    0


    5614925          E22/G01             F           79,150.00         ZZ
                                         360         79,105.63          1
                                       8.875            629.75        107
                                       8.625            629.75
    MONROE           NC   28112          5            09/17/01         23
    0412992604                           05           11/01/01          0
    0412992604                           O            10/01/31
    0


    5614944          E22/G01             F          214,000.00         ZZ
                                         360        213,876.88          1
                                       8.750          1,683.54        107
                                       8.500          1,683.54
1


    PORTLAND         OR   97206          5            09/11/01         23
    0412996589                           05           11/01/01          0
    0412996589                           O            10/01/31
    0


    5614948          E22/G01             F          177,650.00         ZZ
                                         360        177,560.29          1
                                       9.375          1,477.60         92
                                       8.875          1,477.60
    BRANDON          FL   33511          1            09/20/01         23
    0412998049                           05           11/01/01          0
    0412998049                           O            10/01/31
    0


    5614951          E22/G01             F          180,150.00         ZZ
                                         360        180,063.69          1
                                       9.625          1,531.26         98
                                       9.375          1,531.26
    ROYAL OAK        MI   48067          1            09/20/01         23
    0413000340                           05           11/01/01          0
    0413000340                           O            10/01/31
    0


    5614952          E22/G01             F           50,350.00         ZZ
                                         360         50,319.50          2
                                       8.500            387.15         88
                                       8.250            387.15
    HAMILTON         OH   45011          1            09/21/01         23
    0413000746                           05           11/01/01          0
    0413000746                           N            10/01/31
    0


    5614974          E22/G01             F          128,750.00         ZZ
                                         360        128,693.05          1
                                      10.000          1,129.87        103
                                       9.750          1,129.87
    BOYNTON BEACH    FL   33435          1            09/21/01         23
    0413007378                           05           11/01/01          0
    0413007378                           O            10/01/31
    0


    5614978          E22/G01             F           65,050.00         ZZ
                                         360         65,013.53          1
                                       8.875            517.57         93
                                       8.375            517.57
    WHITEHALL        PA   18052          1            09/20/01         23
    0413009168                           07           11/01/01          0
    0413009168                           N            10/01/31
    0
1




    5614981          E22/G01             F          135,500.00         ZZ
                                         360        135,419.17          1
                                       8.750          1,065.98        100
                                       8.250          1,065.98
    NORTH HILLS      CA   91343          1            09/11/01         23
    0413010554                           01           11/01/01          0
    0413010554                           O            10/01/31
    0


    5614988          E22/G01             F          174,070.00         ZZ
                                         360        173,984.38          1
                                       9.500          1,463.67        103
                                       9.000          1,463.67
    JULIAN           CA   92036          1            09/20/01         23
    0413012725                           05           11/01/01          0
    0413012725                           O            10/01/31
    0


    5615003          E22/G01             F          252,350.00         ZZ
                                         360        252,260.02          1
                                      11.000          2,403.19        103
                                      10.750          2,403.19
    WEST CHESTER     PA   19380          1            09/21/01         23
    0413019118                           05           11/01/01          0
    0413019118                           O            10/01/31
    0


    5615006          E22/G01             F          224,850.00         ZZ
                                         360        224,727.19          2
                                       9.000          1,809.19        100
                                       8.500          1,809.19
    DERRY            NH   03038          1            09/21/01         23
    0413020041                           05           11/01/01          0
    0413020041                           O            10/01/31
    0


    5615009          E22/G01             F          173,200.00         ZZ
                                         360        173,102.90          1
                                       8.875          1,378.06        100
                                       8.375          1,378.06
    SANTA ANA        CA   92704          1            09/17/01         23
    0413021304                           01           11/01/01          0
    0413021304                           O            10/01/31
    0


    5615023          E22/G01             F          153,450.00         ZZ
                                         360        153,380.29          1
1


                                       9.875          1,332.48        103
                                       9.625          1,332.48
    STURGIS          MI   49091          1            09/21/01         23
    0413026170                           05           11/01/01          0
    0413026170                           O            10/01/31
    0


    5615028          E22/G01             F           56,905.00         ZZ
                                         360         56,869.63          1
                                       8.375            432.52         95
                                       7.875            432.52
    FRESNO           CA   93704          1            09/12/01         23
    0413027731                           05           11/01/01          0
    0413027731                           N            10/01/31
    0


    5615036          E22/G01             F          179,700.00         ZZ
                                         360        179,593.90          1
                                       8.625          1,397.69        107
                                       8.125          1,397.69
    EVERETT          WA   98208          1            09/14/01         23
    0413030842                           09           11/01/01          0
    0413030842                           O            10/01/31
    0


    5615037          E22/G01             F           91,450.00         ZZ
                                         360         91,397.38          1
                                       8.750            719.44        106
                                       8.500            719.44
    CANTON           MI   48188          1            09/21/01         23
    0413031030                           01           11/01/01          0
    0413031030                           O            10/01/31
    0


    5615054          E22/G01             F          138,100.00         ZZ
                                         360        138,028.41          1
                                       9.250          1,136.11         99
                                       9.000          1,136.11
    SACRAMENTO       CA   95823          1            09/14/01         23
    0413036450                           05           11/01/01          0
    0413036450                           O            10/01/31
    0


    5615057          E22/G01             F          299,730.00         ZZ
                                         360        299,557.55          1
                                       8.750          2,357.98        103
                                       8.250          2,357.98
    SANTA ANA        CA   92703          1            09/12/01         23
    0413037763                           05           11/01/01          0
1


    0413037763                           O            10/01/31
    0


    5615059          E22/G01             F          211,047.00         ZZ
                                         360        210,963.13          1
                                      10.500          1,930.53        103
                                      10.250          1,930.53
    NORCO            CA   92860          1            09/21/01         23
    0413038001                           05           11/01/01          0
    0413038001                           O            10/01/31
    0


    5615060          E22/G01             F           86,520.00         ZZ
                                         360         86,472.74          1
                                       9.000            696.16        102
                                       8.500            696.16
    PASADENA         TX   77505          1            09/19/01         23
    0413038472                           05           11/01/01          0
    0413038472                           O            10/01/31
    0


    5615062          E22/G01             F          230,050.00         ZZ
                                         360        229,914.17          1
                                       8.625          1,789.31        107
                                       8.125          1,789.31
    ANTELOPE         CA   95843          1            09/14/01         23
    0413040981                           05           11/01/01          0
    0413040981                           O            10/01/31
    0


    5615063          E22/G01             F          102,000.00         ZZ
                                         360        101,939.78          1
                                       8.625            793.35        100
                                       8.125            793.35
    KEIZER           OR   97303          1            09/17/01         23
    0413043001                           05           11/01/01          0
    0413043001                           O            10/01/31
    0


    5615070          E22/G01             F          170,665.00         ZZ
                                         360        170,561.61          1
                                       8.500          1,312.27        107
                                       8.250          1,312.27
    RENO             NV   89503          1            09/17/01         23
    0413047341                           05           11/01/01          0
    0413047341                           O            10/01/31
    0


1


    5615074          E22/G01             F          146,590.00         ZZ
                                         360        146,498.89          1
                                       8.375          1,114.19        104
                                       7.875          1,114.19
    HILLSBORO        OR   97123          1            09/14/01         23
    0413049032                           07           11/01/01          0
    0413049032                           O            10/01/31
    0


    5615076          E22/G01             F           85,065.00         ZZ
                                         360         85,010.39          1
                                       8.625            661.63        107
                                       8.125            661.63
    TOMBALL          TX   77375          1            09/21/01         23
    0413049800                           03           11/01/01          0
    0413049800                           O            10/01/31
    0


    5615077          E22/G01             F           60,940.00         ZZ
                                         360         60,906.71          1
                                       9.000            490.34        103
                                       8.500            490.34
    HOUSTON          TX   77083          1            09/20/01         23
    0413049826                           09           11/01/01          0
    0413049826                           O            10/01/31
    0


    5615079          E22/G01             F          275,000.00         ZZ
                                         360        274,837.64          1
                                       8.625          2,138.92        100
                                       8.375          2,138.92
    CAPITOLA         CA   95010          1            09/18/01         23
    0413050402                           01           11/01/01          0
    0413050402                           O            10/01/31
    0


    5615083          E22/G01             F          174,000.00         ZZ
                                         360        171,388.82          1
                                       8.000          1,276.75        105
                                       7.500          1,276.75
    GALT             CA   95632          1            09/18/01         23
    0413052341                           05           11/01/01          0
    0413052341                           O            10/01/31
    0


    5615084          E22/G01             F          219,950.00         ZZ
                                         360        219,806.12          1
                                       8.125          1,633.12        100
                                       7.875          1,633.12
1


    SAN RAMON        CA   94583          1            09/18/01         23
    0413056698                           01           11/01/01          0
    0413056698                           O            10/01/31
    0


    5615085          E22/G01             F          170,877.00         ZZ
                                         360        170,825.32          1
                                      11.750          1,724.85        103
                                      11.500          1,724.85
    NEWBERG          OR   97132          1            09/19/01         23
    0413056862                           05           11/01/01          0
    0413056862                           O            10/01/31
    0


    5615086          E22/G01             F          122,000.00         ZZ
                                         360        121,948.84          1
                                      10.250          1,093.24        100
                                       9.750          1,093.24
    DURHAM           NC   27703          1            09/21/01         23
    0413058942                           05           11/01/01          0
    0413058942                           O            10/01/31
    0


    5615087          E22/G01             F          103,360.00         ZZ
                                         360        103,298.98          1
                                       8.625            803.92        107
                                       8.375            803.92
    BELLA VISTA      AR   72714          1            09/20/01         23
    0413060377                           03           11/01/01          0
    0413060377                           O            10/01/31
    0


    5615088          E22/G01             F          236,000.00         ZZ
                                         360        235,864.22          1
                                       8.750          1,856.61        100
                                       8.250          1,856.61
    TERRELL          TX   75160          1            09/21/01         23
    0413063264                           03           11/01/01          0
    0413063264                           O            10/01/31
    0


    5615089          E22/G01             F           99,000.00         ZZ
                                         360         98,944.50          1
                                       8.875            787.69        100
                                       8.625            787.69
    FT MORGAN        CO   80701          1            09/21/01         23
    0413064841                           05           11/01/01          0
    0413064841                           O            10/01/31
    0
1




    5615090          E22/G01             F          190,000.00         ZZ
                                         360        189,878.84          1
                                       8.250          1,427.41         95
                                       7.750          1,427.41
    MIAMI            FL   33155          1            09/20/01         23
    0413069121                           05           11/01/01          0
    0413069121                           O            10/01/31
    0


    5615196          Q78/G01             F           42,800.00         ZZ
                                         360         42,774.73          2
                                       8.625            332.90        107
                                       8.375            332.90
    TOLEDO           OH   43608          1            09/06/01         23
    0433224714                           05           11/01/01          0
    691710                               O            10/01/31
    0


    5615350          642/G01             F          160,500.00         ZZ
                                         360        160,389.54          1
                                       7.875          1,163.74        107
                                       7.625          1,163.74
    WEST WARWICK     RI   02893          1            09/05/01         23
    0433198843                           05           11/01/01          0
    08163501                             O            10/01/31
    0


    5615542          624/G01             F           85,000.00         ZZ
                                         360         84,942.97          1
                                       8.000            623.70        107
                                       7.750            623.70
    HANFORD          CA   93230          1            09/10/01         23
    0433192028                           05           11/01/01          0
    036500315108F                        O            10/01/31
    0


    5616356          562/G01             F          179,350.00         ZZ
                                         360        179,238.52          1
                                       8.375          1,363.19        104
                                       8.125          1,363.19
    POMONA           NY   10970          1            09/17/01         23
    0433231420                           01           11/01/01          0
    297014970                            O            10/01/31
    0


    5616549          J95/G01             F          112,350.00         ZZ
                                         360        112,285.36          1
1


                                       8.750            883.86        107
                                       8.500            883.86
    GRAIG            CO   81625          1            09/06/01         23
    0433210531                           05           11/01/01          0
    0027472455                           O            10/01/31
    0


    5617287          U05/G01             F          224,000.00         ZZ
                                         360        223,860.77          1
                                       8.375          1,702.56        100
                                       8.125          1,702.56
    MECHANICSVILLE   MD   20659          1            09/26/01         23
    0433259645                           05           11/01/01          0
    3169308                              O            10/01/31
    0


    5617817          964/G01             F          143,229.00         ZZ
                                         360        143,144.44          1
                                       8.625          1,114.02        100
                                       8.375          1,114.02
    NORTH LAS VEGAS  NV   89031          1            09/23/01         23
    0433243037                           03           11/01/01          0
    147884                               O            10/01/31
    0


    5618531          642/G01             F          154,000.00         ZZ
                                         360        153,904.28          1
                                       8.375          1,170.51        107
                                       8.125          1,170.51
    FALLON           NV   89406          2            09/07/01         23
    0433210804                           05           11/01/01          0
    06163001                             O            10/01/31
    0


    5618782          E47/G01             F          104,500.00         ZZ
                                         360        104,439.88          1
                                       8.750            822.10         95
                                       8.500            822.10
    CHARLOTTE        NC   28213          1            09/25/01         11
    0433284700                           03           11/01/01         30
    7350510014                           O            10/01/31
    0


    5619210          K15/G01             F          109,100.00         ZZ
                                         360        109,061.10          1
                                      11.000          1,038.98        103
                                      10.750          1,038.98
    HOLLAND          MI   49423          5            09/24/01         23
    0433261708                           05           11/01/01          0
1


    035905304146                         O            10/01/31
    0


    5620200          B28/G01             F          303,850.00         ZZ
                                         360        303,692.48          1
                                       9.250          2,499.70        103
                                       9.000          2,499.70
    SAN LORENZO      CA   94580          1            09/26/01         23
    0433282688                           05           11/01/01          0
    02500054                             O            10/01/31
    0


    5620401          N67/G01             F           62,200.00         ZZ
                                         360         62,136.93          1
                                       9.375            517.35         95
                                       9.125            517.35
    GRAND PRAIRIE    TX   75052          1            08/24/01         23
    0433243342                           05           10/01/01          0
    1160005198                           N            09/01/31
    0


    5620894          K15/G01             F           87,900.00         ZZ
                                         360         87,868.66          1
                                      11.000            837.09         97
                                      10.750            837.09
    CHARLOTTE        NC   28214          5            09/25/01         23
    0433261922                           05           11/01/01          0
    185                                  O            10/01/31
    0


    5621409          Q64/G01             F          179,400.00         ZZ
                                         360        179,213.27          1
                                       9.250          1,475.88        100
                                       9.000          1,475.88
    POWDER SPRINGS   GA   30127          1            09/07/01         23
    0433272986                           03           10/01/01          0
    0102367109                           O            09/01/31
    0


    5624526          K15/G01             F          150,900.00         ZZ
                                         360        150,838.40          1
                                      10.375          1,366.26        102
                                      10.125          1,366.26
    BRIDGEPORT       CT   06606          5            09/25/01         23
    0433281789                           05           11/01/01          0
    013805308150                         O            10/01/31
    0


1


    5624705          964/G01             F           84,000.00         ZZ
                                         360         83,950.41          1
                                       8.625            653.34        100
                                       8.375            653.34
    LAS VEGAS        NV   89122          1            09/25/01         23
    0433255163                           09           11/01/01          0
    147885                               O            10/01/31
    0


    5626066          E22/G01             F           97,700.00         ZZ
                                         360         97,600.94          1
                                       9.375            812.62        100
                                       9.125            812.62
    ANN ARBOR        MI   48104          1            08/13/01         23
    0412894719                           05           10/01/01          0
    0412894719                           O            09/01/31
    0


    5626074          E22/G01             F          151,300.00         ZZ
                                         360        151,210.67          1
                                       8.625          1,176.80         82
                                       8.375          1,176.80
    LOVELAND         CO   80538          1            09/24/01         23
    0412933426                           05           11/01/01          0
    0412933426                           O            10/01/31
    0


    5626097          E22/G01             F          105,000.00         ZZ
                                         360        104,936.39          1
                                       8.500            807.36        100
                                       8.000            807.36
    PALM CITY        FL   34990          1            09/24/01         23
    0412958704                           09           11/01/01          0
    0412958704                           O            10/01/31
    0


    5626102          E22/G01             F          181,750.00         ZZ
                                         360        181,639.90          1
                                       8.500          1,397.50        103
                                       8.250          1,397.50
    MIAMI            FL   33186          1            09/24/01         23
    0412968141                           05           11/01/01          0
    0412968141                           O            10/01/31
    0


    5626127          E22/G01             F          134,600.00         ZZ
                                         360        134,518.46          1
                                       8.500          1,034.96        107
                                       8.250          1,034.96
1


    SANTA CLARITA    CA   91351          1            09/18/01         23
    0412991952                           01           11/01/01          0
    0412991952                           O            10/01/31
    0


    5626134          E22/G01             F          136,950.00         ZZ
                                         360        136,877.12          1
                                       9.125          1,114.27        107
                                       8.875          1,114.27
    PLAINWELL        MI   49080          9            09/19/01         23
    0412994840                           05           11/01/01          0
    0412994840                           O            10/01/31
    0


    5626209          E22/G01             F          141,371.00         ZZ
                                         360        141,266.08          1
                                       7.500            988.49        100
                                       7.250            988.49
    MIAMI            FL   33144          1            09/24/01         23
    0413045550                           05           11/01/01          0
    0413045550                           O            10/01/31
    0


    5626214          E22/G01             F          106,890.00         ZZ
                                         360        106,826.89          1
                                       8.625            831.38        107
                                       8.375            831.38
    MIAMI SHORES     FL   33138          1            09/24/01         23
    0413049107                           01           11/01/01          0
    0413049107                           O            10/01/31
    0


    5626219          E22/G01             F          244,000.00         ZZ
                                         360        243,336.00          1
                                       8.250          1,833.09        102
                                       7.750          1,833.09
    SANGER           CA   93657          1            09/18/01         23
    0413052663                           05           11/01/01          0
    0413052663                           O            10/01/31
    0


    5626423          K15/G01             F           93,500.00         ZZ
                                         360         93,456.38          1
                                       9.750            803.31        103
                                       9.500            803.31
    MONROE           LA   71201          5            09/13/01         23
    0433194040                           05           11/01/01          0
    000605302506                         O            10/01/31
    0
1




    5626613          561/G01             F          159,900.00         ZZ
                                         360        159,810.35          1
                                       8.875          1,272.24        100
                                       8.625          1,272.24
    BALTIMORE        MD   21206          1            09/14/01         23
    0433248598                           05           11/01/01          0
    18558205                             O            10/01/31
    0


    5627459          964/G01             F          183,600.00         ZZ
                                         360        183,491.61          1
                                       8.625          1,428.02        103
                                       8.375          1,428.02
    MORRISON         CO   80465          1            09/25/01         23
    0433224805                           05           11/01/01          0
    145718                               O            10/01/31
    0


    5628429          642/G01             F          138,535.00         ZZ
                                         360        138,459.33          1
                                       9.000          1,114.68        103
                                       8.750          1,114.68
    URBANDALE        IA   50322          1            09/18/01         23
    0433210382                           05           11/01/01          0
    06183301                             O            10/01/31
    0


    5628846          964/G01             F          172,000.00         ZZ
                                         360        171,796.17          1
                                       8.625          1,337.80        100
                                       8.375          1,337.80
    MIDDLETOWN       CA   95461          1            08/29/01         23
    0433200227                           03           10/01/01          0
    117998                               O            09/01/31
    0


    5631985          642/G01             F          144,450.00         ZZ
                                         360        144,369.02          1
                                       8.875          1,149.31        107
                                       8.625          1,149.31
    PEMBROKE PINES   FL   33025          5            09/20/01         23
    0433283678                           03           11/01/01          0
    08185101                             O            10/01/31
    0


    5634910          642/G01             F          115,900.00         ZZ
                                         360        115,829.79          1
1


                                       8.500            891.17        100
                                       8.250            891.17
    FAIRPORT         NY   14450          1            09/28/01         23
    0433234069                           05           11/01/01          0
    09103601                             O            10/01/31
    0


    5635090          N67/G01             F          116,800.00         T
                                         360        116,734.52          1
                                       8.875            929.31         99
                                       8.625            929.31
    THAYNE           WY   83127          1            10/01/01         23
    0433255593                           03           11/01/01          0
    1160005755                           O            10/01/31
    0


    5635174          B28/G01             F          250,400.00         ZZ
                                         360        250,240.33          1
                                       8.250          1,881.17        103
                                       8.000          1,881.17
    LITTLETON        CO   80120          1            09/13/01         23
    0433252855                           05           11/01/01          0
    01000326                             O            10/01/31
    0


    5635846          588/G01             F          177,750.00         ZZ
                                         360        177,522.52          1
                                       8.250          1,335.38        106
                                       8.000          1,335.38
    FREDERICK        MD   21703          1            08/30/01         23
    0433253663                           09           10/01/01          0
    1048770                              O            09/01/31
    0


    5636064          J95/G01             F          173,800.00         ZZ
                                         360        173,683.38          1
                                       8.000          1,275.29        106
                                       7.750          1,275.29
    PORTLAND         OR   97210          5            09/25/01         23
    0433284981                           01           11/01/01          0
    27587666                             O            10/01/31
    0


    5636540          642/G01             F          116,300.00         ZZ
                                         360        116,227.72          1
                                       8.375            883.96         96
                                       8.125            883.96
    BEND             OR   97702          1            09/12/01         23
    0433200987                           05           11/01/01          0
1


    08128401                             O            10/01/31
    0


    5637033          E87/G01             F          355,000.00         ZZ
                                         360        355,000.00          1
                                       7.500          2,482.21        100
                                       7.250          2,482.21
    NEWBURY PARK     CA   91320          1            10/01/01         23
    0433284031                           05           12/01/01          0
    70003753                             O            11/01/31
    0


    5637439          964/G01             F           93,000.00         ZZ
                                         360         92,939.17          1
                                       8.125            690.52        100
                                       7.875            690.52
    FRESNO           CA   93705          1            09/29/01         23
    0433235637                           05           11/01/01          0
    150052                               O            10/01/31
    0


    5638038          940/G01             F          253,600.00         ZZ
                                         360        253,429.84          1
                                       8.000          1,860.83        104
                                       7.750          1,860.83
    WHITTIER         CA   90605          1            09/25/01         23
    0433270568                           01           11/01/01          0
    60010210                             O            10/01/31
    0


    5639685          E22/G01             F           84,400.00         ZZ
                                         360         84,374.48          1
                                      11.750            851.94        103
                                      11.250            851.94
    FRESNO           CA   93725          1            09/13/01         23
    0412961674                           05           11/01/01          0
    0412961674                           O            10/01/31
    0


    5639689          E22/G01             F           82,640.00         ZZ
                                         360         82,607.16          1
                                      10.500            755.94        103
                                      10.000            755.94
    ROTTERDAM        NY   12306          1            09/25/01         23
    0412967184                           05           11/01/01          0
    0412967184                           O            10/01/31
    0


1


    5639697          E22/G01             F           82,400.00         ZZ
                                         360         82,362.56          1
                                       9.875            715.52        103
                                       9.625            715.52
    SHERMAN          MS   38869          1            09/25/01         23
    0412981425                           05           11/01/01          0
    0412981425                           O            10/01/31
    0


    5639706          E22/G01             F          159,650.00         ZZ
                                         360        159,558.14          1
                                       8.750          1,255.97        103
                                       8.500          1,255.97
    MAINEVILLE       OH   45039          1            09/25/01         23
    0412996845                           05           11/01/01          0
    0412996845                           O            10/01/31
    0


    5639710          E22/G01             F          130,500.00         ZZ
                                         360        130,416.79          1
                                       8.250            980.40        107
                                       7.750            980.40
    HASTINGS         NE   68901          1            09/25/01         23
    0413004649                           05           11/01/01          0
    0413004649                           O            10/01/31
    0


    5639711          E22/G01             F          208,250.00         ZZ
                                         360        208,113.78          1
                                       8.125          1,546.25        107
                                       7.625          1,546.25
    HUNTINGTON BEAC  CA   92647          1            09/20/01         23
    0413005331                           01           11/01/01          0
    0413005331                           O            10/01/31
    0


    5639713          E22/G01             F          218,800.00         ZZ
                                         360        218,674.12          1
                                       8.750          1,721.30        103
                                       8.500          1,721.30
    PUYALLUP         WA   98374          1            09/21/01         23
    0413009085                           03           11/01/01          0
    0413009085                           O            10/01/31
    0


    5639721          E22/G01             F           69,000.00         ZZ
                                         360         68,966.06          1
                                       9.500            580.19        100
                                       9.250            580.19
1


    KANSAS CITY      MO   64134          1            09/24/01         23
    0413015637                           05           11/01/01          0
    0413015637                           O            10/01/31
    0


    5639742          E22/G01             F          158,301.00         ZZ
                                         360        158,194.78          1
                                       8.000          1,161.56         99
                                       7.500          1,161.56
    EUGENE           OR   97404          1            09/20/01         23
    0413029729                           05           11/01/01          0
    0413029729                           O            10/01/31
    0


    5639745          E22/G01             F          115,360.00         ZZ
                                         360        115,298.61          1
                                       9.125            938.61        103
                                       8.875            938.61
    KANSAS CITY      MO   64133          1            09/25/01         23
    0413030594                           05           11/01/01          0
    0413030594                           O            10/01/31
    0


    5639748          E22/G01             F          172,500.00         ZZ
                                         360        172,390.01          1
                                       8.250          1,295.93        103
                                       8.000          1,295.93
    ROSEVILLE        CA   95661          1            09/19/01         23
    0413031766                           05           11/01/01          0
    0413031766                           O            10/01/31
    0


    5639749          E22/G01             F           64,350.00         ZZ
                                         360         64,321.53          1
                                      10.000            564.72         99
                                       9.500            564.72
    HOUSTON          TX   77045          1            09/25/01         23
    0413032186                           05           11/01/01          0
    0413032186                           O            10/01/31
    0


    5639757          E22/G01             F          118,500.00         ZZ
                                         360        118,426.34          1
                                       8.375            900.69        100
                                       7.875            900.69
    EUGENE           OR   97408          1            09/20/01         23
    0413039207                           05           11/01/01          0
    0413039207                           O            10/01/31
    0
1




    5639761          E22/G01             F           97,750.00         ZZ
                                         360         96,898.60          1
                                       7.875            708.76        107
                                       7.375            708.76
    TUCSON           AZ   85710          1            09/21/01         23
    0413042375                           05           11/01/01          0
    0413042375                           O            10/01/31
    0


    5639775          E22/G01             F          250,000.00         ZZ
                                         360        249,829.33          1
                                       8.750          1,966.75        100
                                       8.500          1,966.75
    GRASS VALLEY     CA   95945          1            09/20/01         23
    0413055906                           05           11/01/01          0
    0413055906                           O            10/01/31
    0


    5640168          642/G01             F          156,300.00         T
                                         360        156,205.32          1
                                       8.500          1,201.81        105
                                       8.250          1,201.81
    DAVENPORT        FL   33837          1            09/20/01         23
    0433207826                           03           11/01/01          0
    07177701                             O            10/01/31
    0


    5642398          K15/G01             F          223,500.00         ZZ
                                         360        223,413.55          1
                                      10.625          2,065.36        103
                                      10.375          2,065.36
    APPLE VALLEY     MN   55124          5            09/26/01         23
    0433261062                           05           11/01/01          0
    013205305188                         O            10/01/31
    0


    5645190          G13/G01             F          170,665.00         ZZ
                                         360        170,547.55          1
                                       7.875          1,237.44        107
                                       7.625          1,237.44
    BRAWLEY          CA   92227          1            09/26/01         23
    0433244829                           05           11/01/01          0
    0081284                              O            10/01/31
    0


    5646704          U05/G01             F          231,000.00         ZZ
                                         360        230,841.03          1
1


                                       7.875          1,674.91        103
                                       7.625          1,674.91
    SANTA FE         NM   87505          2            09/27/01         23
    0433270584                           05           11/01/01          0
    3167566                              O            10/01/31
    0


    5647092          642/G01             F           74,900.00         ZZ
                                         360         74,852.96          1
                                       8.500            575.92        107
                                       8.250            575.92
    JEFFERSON CITY   MO   65109          1            09/24/01         23
    0433209129                           05           11/01/01          0
    08183001                             O            10/01/31
    0


    5648879          642/G01             F          267,800.00         ZZ
                                         360        267,645.93          1
                                       8.750          2,106.78        103
                                       8.500          2,106.78
    NORTH HOLLYWOOD  CA   91605          1            09/11/01         23
    0433207636                           05           11/01/01          0
    08168101                             O            10/01/31
    0


    5650656          147/G01             F           86,520.00         ZZ
                                         360         86,481.64          1
                                       9.990            758.64        103
                                       9.740            758.64
    CONNEAUT LAKE    PA   16316          1            10/01/01         23
    0433272820                           05           11/01/01          0
    10435431                             O            10/01/31
    0


    5652477          E22/G01             F          123,000.00         ZZ
                                         360        122,925.49          1
                                       8.500            945.76        107
                                       8.000            945.76
    NEW ALBANY       IN   47150          2            09/21/01         23
    0412949687                           05           11/01/01          0
    0412949687                           O            10/01/31
    0


    5652506          E22/G01             F          139,990.00         ZZ
                                         360        139,909.46          1
                                       8.750          1,101.30        100
                                       8.250          1,101.30
    INDIO            CA   92201          1            09/20/01         23
    0412999807                           05           11/01/01          0
1


    0412999807                           O            10/01/31
    0


    5652517          E22/G01             F          103,000.00         ZZ
                                         360        102,935.98          1
                                       8.375            782.87         80
                                       8.125            782.87
    JOHNSTON         RI   02919          1            09/26/01         00
    0413007659                           05           11/01/01          0
    0413007659                           O            10/01/31
    0


    5652523          E22/G01             F           86,500.00         ZZ
                                         360         86,458.56          1
                                       9.625            735.24        103
                                       9.375            735.24
    POWELL           TN   37849          5            09/20/01         23
    0413016155                           05           11/01/01          0
    0413016155                           O            10/01/31
    0


    5652524          E22/G01             F          352,500.00         ZZ
                                         360        352,269.42          1
                                       8.125          2,617.30        107
                                       7.625          2,617.30
    LIVERMORE        CA   94550          1            09/19/01         23
    0413017427                           05           11/01/01          0
    0413017427                           O            10/01/31
    0


    5652569          E22/G01             F          117,700.00         ZZ
                                         360        117,630.51          1
                                       8.625            915.46        107
                                       8.125            915.46
    RICHLAND         WA   99352          5            09/19/01         23
    0413050212                           05           11/01/01          0
    0413050212                           O            10/01/31
    0


    5652574          E22/G01             F          123,375.00         ZZ
                                         360        123,294.29          1
                                       8.125            916.06        105
                                       7.625            916.06
    ARLINGTON        TX   76016          1            09/24/01         23
    0413052481                           05           11/01/01          0
    0413052481                           O            10/01/31
    0


1


    5652580          E22/G01             F          169,840.00         ZZ
                                         360        169,754.24          1
                                       9.375          1,412.64        100
                                       9.125          1,412.64
    HOUSTON          TX   77007          1            09/25/01         23
    0413055005                           05           11/01/01          0
    0413055005                           O            10/01/31
    0


    5652594          E22/G01             F           31,350.00         ZZ
                                         360         31,332.88          2
                                       9.000            252.25         95
                                       8.750            252.25
    ROANOKE          VA   24016          1            09/26/01         23
    0413069634                           05           11/01/01          0
    0413069634                           N            10/01/31
    0


    5652598          E22/G01             F          105,000.00         ZZ
                                         360        104,942.65          1
                                       9.000            844.85        100
                                       8.500            844.85
    GARLAND          TX   75044          1            09/26/01         23
    0413076886                           03           11/01/01          0
    0413076886                           O            10/01/31
    0


    5655504          U35/G01             F           92,082.00         ZZ
                                         360         92,049.17          1
                                      11.000            876.92        103
                                      10.750            876.92
    HILBERT          WI   54129          1            09/27/01         23
    0433257912                           05           11/01/01          0
    1                                    O            10/01/31
    0


    5657034          J95/G01             F          119,480.00         ZZ
                                         360        119,399.83          1
                                       8.000            876.70        103
                                       7.750            876.70
    DOUGLASVILLE     GA   30135          1            09/28/01         23
    0433276052                           05           11/01/01          0
    0023711666                           O            10/01/31
    0


    5657549          642/G01             F           40,170.00         ZZ
                                         360         40,146.89          1
                                       8.750            316.02        103
                                       8.500            316.02
1


    WILMINGTON       DE   19805          1            09/18/01         23
    0433209475                           05           11/01/01          0
    08140101                             O            10/01/31
    0


    5657771          642/G01             F          155,150.00         ZZ
                                         360        155,065.26          1
                                       9.000          1,248.37        107
                                       8.750          1,248.37
    ELIZABETH        PA   15037          5            09/07/01         23
    0433236619                           05           11/01/01          0
    08143901                             O            10/01/31
    0


    5657952          964/G01             F          300,000.00         ZZ
                                         360        299,831.81          1
                                       8.875          2,386.94        100
                                       8.625          2,386.94
    LAS VEGAS        NV   89135          1            09/27/01         23
    0433267259                           03           11/01/01          0
    149440                               O            10/01/31
    0


    5658047          561/G01             F          224,700.00         ZZ
                                         360        224,567.33          1
                                       8.625          1,747.70        107
                                       8.375          1,747.70
    FREDERICK        MD   21701          1            09/18/01         23
    0433263977                           05           11/01/01          0
    18706275                             O            10/01/31
    0


    5658473          U05/G01             F           99,900.00         ZZ
                                         360         99,834.66          1
                                       8.125            741.75        100
                                       7.875            741.75
    TUCSON           AZ   85704          1            09/25/01         23
    0433263407                           01           11/01/01          0
    3156048                              O            10/01/31
    0


    5658974          K15/G01             F           77,200.00         ZZ
                                         360         77,168.49          1
                                      10.375            698.97        103
                                      10.125            698.97
    AMELIA           OH   45102          1            09/28/01         23
    0433260684                           05           11/01/01          0
    028105303269                         O            10/01/31
    0
1




    5659130          588/G01             F          105,800.00         ZZ
                                         360        105,734.24          1
                                       8.375            804.16        107
                                       8.125            804.16
    ASTON TOWNSHIP   PA   19014          1            09/05/01         23
    0433245222                           05           11/01/01          0
    00010481009                          O            10/01/31
    0


    5659329          U35/G01             F          147,580.00         ZZ
                                         360        147,511.15          1
                                       9.750          1,267.94        102
                                       9.500          1,267.94
    GREENVILLE       WI   54942          1            09/28/01         23
    0433267200                           05           11/01/01          0
    015481                               O            10/01/31
    0


    5660902          U66/G01             F           78,000.00         ZZ
                                         360         77,963.61          1
                                       9.750            670.14        100
                                       9.500            670.14
    HOUSTON          TX   77084          1            09/28/01         23
    0433255650                           05           11/01/01          0
    277                                  O            10/01/31
    0


    5661024          N46/G01             F          180,000.00         ZZ
                                         360        179,934.05          1
                                      10.875          1,697.20        102
                                      10.625          1,697.20
    SURFSIDE BEACH   SC   29575          1            09/21/01         23
    0433233384                           03           11/01/01          0
    104947                               O            10/01/31
    0


    5662448          737/G01             F           90,450.00         ZZ
                                         360         90,393.78          1
                                       8.375            687.49        104
                                       8.125            687.49
    JEFFERSON CITY   MO   65101          1            09/28/01         23
    0433273406                           05           11/01/01          0
    0001792571                           O            10/01/31
    0


    5663610          K15/G01             F          169,900.00         ZZ
                                         360        169,900.00          1
1


                                       9.250          1,397.73         99
                                       9.000          1,397.73
    MILTON           FL   32570          5            09/28/01         23
    0433262508                           05           12/01/01          0
    009305301668                         O            11/01/31
    0


    5663797          624/G01             F          186,800.00         ZZ
                                         360        186,668.16          1
                                       7.750          1,338.26        104
                                       7.500          1,338.26
    SANTA MARIA      CA   93458          1            09/27/01         23
    0433255023                           03           11/01/01          0
    72002711243                          O            10/01/31
    0


    5665015          E22/G01             F          155,000.00         ZZ
                                         360        154,913.10          1
                                       8.875          1,233.25        100
                                       8.375          1,233.25
    SAN DIEGO        CA   92116          1            09/21/01         23
    0412802746                           01           11/01/01          0
    0412802746                           O            10/01/31
    0


    5665017          E22/G01             F          298,700.00         ZZ
                                         360        298,553.08          1
                                       9.500          2,511.63        103
                                       9.250          2,511.63
    NOVATO           CA   94947          1            09/13/01         23
    0412908154                           01           11/01/01          0
    0412908154                           O            10/01/31
    0


    5665022          E22/G01             F          185,400.00         ZZ
                                         360        185,287.68          1
                                       8.500          1,425.57        103
                                       8.250          1,425.57
    MAPLE VALLEY     WA   98038          9            09/11/01         23
    0412940710                           03           11/01/01          0
    0412940710                           O            10/01/31
    0


    5665025          E22/G01             F          181,900.00         ZZ
                                         360        181,795.34          1
                                       8.750          1,431.01        100
                                       8.250          1,431.01
    SIMI VALLEY      CA   93065          1            09/20/01         23
    0412948507                           01           11/01/01          0
1


    0412948507                           O            10/01/31
    0


    5665028          E22/G01             F          235,400.00         ZZ
                                         360        235,261.02          1
                                       8.625          1,830.92        107
                                       8.375          1,830.92
    SAN DIEGO        CA   92126          1            09/18/01         23
    0412969586                           29           11/01/01          0
    0412969586                           O            10/01/31
    0


    5665043          E22/G01             F           71,700.00         ZZ
                                         360         71,659.80          1
                                       8.875            570.48         95
                                       8.625            570.48
    AMARILLO         TX   79109          1            09/27/01         23
    0413004334                           05           11/01/01          0
    0413004334                           N            10/01/31
    0


    5665044          E22/G01             F          235,000.00         ZZ
                                         360        234,861.25          1
                                       8.625          1,827.81        100
                                       8.375          1,827.81
    LA CRESENTA      CA   91214          1            09/24/01         23
    0413004896                           05           11/01/01          0
    0413004896                           O            10/01/31
    0


    5665046          E22/G01             F           68,400.00         ZZ
                                         360         68,361.65          1
                                       8.875            544.22         95
                                       8.625            544.22
    CLEVELAND        OH   44102          1            10/02/01         23
    0413009119                           05           11/01/01          0
    0413009119                           N            10/01/31
    0


    5665047          E22/G01             F           55,067.00         ZZ
                                         360         55,032.77          1
                                       8.375            418.55        106
                                       8.125            418.55
    KANSAS CITY      KS   66102          1            09/27/01         23
    0413009192                           05           11/01/01          0
    0413009192                           O            10/01/31
    0


1


    5665053          E22/G01             F          240,000.00         ZZ
                                         360        239,858.30          1
                                       8.625          1,866.70        100
                                       8.375          1,866.70
    SAN DIEGO        CA   92111          1            09/21/01         23
    0413019191                           01           11/01/01          0
    0413019191                           O            10/01/31
    0


    5665061          E22/G01             F          120,304.00         ZZ
                                         360        120,247.87          1
                                       9.750          1,033.60        102
                                       9.500          1,033.60
    TWIN FALLS       ID   83301          1            09/14/01         23
    0413028721                           05           11/01/01          0
    0413028721                           O            10/01/31
    0


    5665067          E22/G01             F          260,000.00         ZZ
                                         360        259,838.39          1
                                       8.375          1,976.19        100
                                       8.125          1,976.19
    LOS ANGELES      CA   90043          1            09/15/01         23
    0413031527                           05           11/01/01          0
    0413031527                           O            10/01/31
    0


    5665069          E22/G01             F          152,900.00         ZZ
                                         360        152,812.04          1
                                       8.750          1,202.86        107
                                       8.500          1,202.86
    FLINT            MI   48507          1            09/27/01         23
    0413035353                           05           11/01/01          0
    0413035353                           O            10/01/31
    0


    5665070          E22/G01             F           45,450.00         ZZ
                                         360         45,422.47          1
                                       8.500            349.47        107
                                       8.250            349.47
    RINGLING         OK   73456          1            09/27/01         23
    0413035619                           05           11/01/01          0
    0413035619                           O            10/01/31
    0


    5665072          E22/G01             F           99,395.00         ZZ
                                         360         99,340.71          1
                                       9.000            799.75        103
                                       8.750            799.75
1


    KANSAS CITY      MO   64111          1            09/24/01         23
    0413037995                           05           11/01/01          0
    0413037995                           O            10/01/31
    0


    5665075          E22/G01             F           93,800.00         ZZ
                                         360         93,743.18          1
                                       8.500            721.24         95
                                       8.250            721.24
    ALLEN            TX   75002          1            09/27/01         23
    0413041864                           05           11/01/01          0
    0413041864                           N            10/01/31
    0


    5665077          E22/G01             F           18,050.00         ZZ
                                         360         18,040.15          1
                                       9.000            145.23         95
                                       8.750            145.23
    SOUTH BEND       IN   46628          1            09/27/01         23
    0413046632                           07           11/01/01          0
    0413046632                           N            10/01/31
    0


    5665085          E22/G01             F           81,575.00         ZZ
                                         360         81,540.80          1
                                      10.250            730.99         99
                                      10.000            730.99
    ALBANY           OR   97321          1            09/21/01         23
    0413053422                           05           11/01/01          0
    0413053422                           O            10/01/31
    0


    5665087          E22/G01             F           49,750.00         ZZ
                                         360         49,719.87          1
                                       8.500            382.53        107
                                       8.250            382.53
    SAGINAW          MI   48602          1            09/27/01         23
    0413054339                           05           11/01/01          0
    0413054339                           O            10/01/31
    0


    5665089          E22/G01             F          274,950.00         ZZ
                                         360        274,791.81          1
                                       8.750          2,163.03        100
                                       8.500          2,163.03
    TUALATIN         OR   97062          1            09/19/01         23
    0413055104                           05           11/01/01          0
    0413055104                           O            10/01/31
    0
1




    5665092          E22/G01             F          181,000.00         ZZ
                                         360        180,868.99          1
                                       7.625          1,281.11        100
                                       7.125          1,281.11
    GERMANTOWN       TN   38138          1            09/27/01         23
    0413056011                           05           11/01/01          0
    0413056011                           O            10/01/31
    0


    5665100          E22/G01             F          218,850.00         ZZ
                                         360        218,727.31          1
                                       8.875          1,741.27        103
                                       8.625          1,741.27
    CATONSVILLE      MD   21228          1            09/27/01         23
    0413059544                           05           11/01/01          0
    0413059544                           O            10/01/31
    0


    5665101          E22/G01             F          106,967.00         ZZ
                                         360        106,897.03          1
                                       8.125            794.23        103
                                       7.625            794.23
    PAYSON           AZ   85541          1            09/20/01         23
    0413066390                           05           11/01/01          0
    0413066390                           O            10/01/31
    0


    5665103          E22/G01             F          131,791.00         ZZ
                                         360        131,731.12          1
                                       9.875          1,144.41        100
                                       9.625          1,144.41
    FORNEY           TX   75126          1            09/27/01         23
    0413071333                           05           11/01/01          0
    0413071333                           O            10/01/31
    0


    5665107          E22/G01             F          121,900.00         ZZ
                                         360        121,829.86          1
                                       8.750            958.99        100
                                       8.250            958.99
    LANTANA          FL   33462          1            09/27/01         23
    0413074238                           05           11/01/01          0
    0413074238                           O            10/01/31
    0


    5665108          E22/G01             F          246,100.00         ZZ
                                         360        245,939.01          1
1


                                       8.125          1,827.29        107
                                       7.625          1,827.29
    DALY CITY        CA   94015          1            09/26/01         23
    0413074683                           01           11/01/01          0
    0413074683                           O            10/01/31
    0


    5665109          E22/G01             F          256,693.00         ZZ
                                         360        256,516.35          1
                                       7.875          1,861.20        107
                                       7.625          1,861.20
    LONG BEACH       CA   90808          1            09/24/01         23
    0413075391                           05           11/01/01          0
    0413075391                           O            10/01/31
    0


    5665110          E22/G01             F          190,500.00         ZZ
                                         360        190,381.59          1
                                       8.375          1,447.94        101
                                       7.875          1,447.94
    AURORA           CO   80014          1            09/27/01         23
    0413078072                           03           11/01/01          0
    0413078072                           O            10/01/31
    0


    5665113          E22/G01             F           53,800.00         ZZ
                                         360         53,769.84          1
                                       8.875            428.06         95
                                       8.625            428.06
    SAN ANTONIO      TX   78219          1            09/27/01         23
    0413080821                           05           11/01/01          0
    0413080821                           N            10/01/31
    0


    5665115          E22/G01             F          185,585.00         ZZ
                                         360        185,460.47          1
                                       8.000          1,361.76        103
                                       7.750          1,361.76
    PEORIA           AZ   85382          1            09/26/01         23
    0413090283                           05           11/01/01          0
    0413090283                           O            10/01/31
    0


    5665598          U05/G01             F          138,600.00         ZZ
                                         360        138,513.85          1
                                       8.375          1,053.46        107
                                       8.125          1,053.46
    PITTSBURGH       PA   15216          1            09/28/01         23
    0433253457                           05           11/01/01          0
1


    3167973                              O            10/01/31
    0


    5666613          624/G01             F          221,500.00         ZZ
                                         360        221,358.75          1
                                       8.250          1,664.06        102
                                       8.000          1,664.06
    CHANDLER         AZ   85249          1            09/26/01         23
    0433233392                           03           11/01/01          0
    35500610423F                         O            10/01/31
    0


    5667825          642/G01             F          113,300.00         ZZ
                                         360        113,242.79          1
                                       9.375            942.37        103
                                       9.125            942.37
    AURORA           CO   80017          1            09/29/01         23
    0433252814                           01           11/01/01          0
    08187801                             O            10/01/31
    0


    5667975          Q99/G01             F           73,130.00         ZZ
                                         240         73,130.00          1
                                       8.750            646.26        103
                                       8.500            646.26
    DEL CITY         OK   73115          2            10/09/01         23
    0433263928                           05           12/01/01          0
    1                                    O            11/01/21
    0


    5668550          E87/G01             F          326,016.00         ZZ
                                         360        325,818.50          1
                                       8.500          2,506.78        103
                                       8.250          2,506.78
    IRVINE           CA   92602          1            09/27/01         23
    0433262714                           01           11/01/01          0
    01090205                             O            10/01/31
    0


    5668581          U35/G01             F           90,400.00         ZZ
                                         360         90,354.35          1
                                       9.375            751.90        100
                                       9.125            751.90
    NEW HOLSTEIN     WI   53061          1            09/28/01         23
    0433267689                           05           11/01/01          0
    1                                    O            10/01/31
    0


1


    5669168          964/G01             F          121,980.00         ZZ
                                         360        121,980.00          1
                                       9.000            981.48        107
                                       8.750            981.48
    TUCSON           AZ   85706          5            10/09/01         23
    0433286549                           05           12/01/01          0
    144680                               O            11/01/31
    0


    5669748          700/G01             F           67,000.00         ZZ
                                         360         67,000.00          1
                                       8.125            497.47        100
                                       7.875            497.47
    ARLINGTON        TX   76010          1            10/01/01         23
    0433257011                           05           12/01/01          0
    00261895                             O            11/01/31
    0


    5672126          Q64/G01             F          116,000.00         ZZ
                                         360        115,941.42          1
                                       9.375            964.83        100
                                       9.125            964.83
    MESQUITE         TX   75149          1            09/19/01         23
    0433233855                           05           11/01/01          0
    102328101                            O            10/01/31
    0


    5673315          003/G01             F          144,950.00         ZZ
                                         360        144,791.04          1
                                       9.000          1,166.31        100
                                       8.750          1,166.31
    DECATUR          GA   30034          1            08/27/01         23
    0433264637                           05           10/01/01          0
    0021546775                           O            09/01/31
    0


    5674297          808/G01             F          188,550.00         ZZ
                                         360        188,550.00          1
                                       8.125          1,399.98        100
                                       7.875          1,399.98
    NORTH LAS VEGAS  NV   89031          1            10/02/01         23
    0433273521                           05           12/01/01          0
    9503639                              O            11/01/31
    0


    5677859          Q64/G01             F           86,500.00         ZZ
                                         360         86,452.75          1
                                       9.000            696.00        100
                                       8.750            696.00
1


    GEORGETOWN       SC   29440          1            09/17/01         23
    0433239548                           05           11/01/01          0
    0102379005                           O            10/01/31
    0


    5677943          Q64/G01             F          152,490.00         ZZ
                                         360        152,408.85          1
                                       9.125          1,240.71        100
                                       8.875          1,240.71
    MCDONOUGH        GA   30252          1            09/07/01         23
    0433238706                           05           11/01/01          0
    0102396009                           O            10/01/31
    0


    5684821          642/G01             F          100,000.00         ZZ
                                         360        100,000.00          1
                                       8.500            768.91        107
                                       8.250            768.91
    MIDLOTHIAN       VA   23112          1            10/01/01         23
    0433257805                           05           12/01/01          0
    09141601                             O            11/01/31
    0


    5687657          940/G01             F          186,000.00         ZZ
                                         360        186,000.00          1
                                       7.625          1,316.50        100
                                       7.375          1,316.50
    RANCHO CUCAMONG  CA   91730          1            10/08/01         23
    0433284536                           05           12/01/01          0
    23010350                             O            11/01/31
    0


    5691509          642/G01             F          105,000.00         ZZ
                                         360        105,000.00          1
                                       8.875            835.43        102
                                       8.625            835.43
    RIDGELY          MD   21660          5            10/03/01         23
    0433274297                           05           12/01/01          0
    09131801                             O            11/01/31
    0


    5692482          642/G01             F          126,800.00         ZZ
                                         360        126,800.00          1
                                       9.625          1,077.79        103
                                       9.375          1,077.79
    CHESTERFIELD     VA   23832          5            10/02/01         23
    0433266004                           03           12/01/01          0
    08134001                             O            11/01/31
    0
1




    5697609          964/G01             F          169,000.00         ZZ
                                         360        168,902.77          1
                                       8.750          1,329.52        100
                                       8.500          1,329.52
    LAS VEGAS        NV   89109          1            09/27/01         23
    0433256070                           05           11/01/01          0
    420143082                            O            10/01/31
    0


    5704480          E22/G01             F          141,125.00         ZZ
                                         360        141,047.92          1
                                       9.000          1,135.52        100
                                       8.750          1,135.52
    ORLAND PARK      IL   60402          1            09/28/01         23
    0412947897                           09           11/01/01          0
    0412947897                           O            10/01/31
    0


    5704486          E22/G01             F          125,900.00         ZZ
                                         360        125,821.75          1
                                       8.375            956.93        103
                                       8.125            956.93
    WILLIAMSBURG     VA   23188          2            09/24/01         23
    0412962813                           05           11/01/01          0
    0412962813                           O            10/01/31
    0


    5704493          E22/G01             F           66,500.00         ZZ
                                         360         66,463.68          1
                                       9.000            535.07         95
                                       8.750            535.07
    NEWARK           OH   43055          1            09/28/01         23
    0412973968                           05           11/01/01          0
    0412973968                           N            10/01/31
    0


    5704503          E22/G01             F           83,200.00         ZZ
                                         360         83,166.94          2
                                      10.500            761.06         97
                                      10.000            761.06
    WESTLAND         MI   48186          1            09/28/01         23
    0412983967                           05           11/01/01          0
    0412983967                           O            10/01/31
    0


    5704510          E22/G01             F          111,600.00         ZZ
                                         360        111,534.12          1
1


                                       8.625            868.01        104
                                       8.125            868.01
    POST FALLS       ID   83854          1            09/27/01         23
    0412989642                           03           11/01/01          0
    0412989642                           O            10/01/31
    0


    5704531          E22/G01             F           86,390.00         ZZ
                                         360         86,340.30          1
                                       8.750            679.63        105
                                       8.500            679.63
    RAYTOWN          MO   64133          1            09/27/01         23
    0413003955                           05           11/01/01          0
    0413003955                           O            10/01/31
    0


    5704537          E22/G01             F           85,100.00         ZZ
                                         360         85,048.44          1
                                       8.500            654.35        100
                                       8.250            654.35
    TAMARAC          FL   33321          1            09/28/01         23
    0413007170                           01           11/01/01          0
    0413007170                           O            10/01/31
    0


    5704559          E22/G01             F          129,900.00         ZZ
                                         360        129,819.26          1
                                       8.375            987.33        100
                                       8.125            987.33
    ESSEXVILLE       MI   48732          1            09/28/01         23
    0413020439                           05           11/01/01          0
    0413020439                           O            10/01/31
    0


    5704560          E22/G01             F          155,500.00         ZZ
                                         360        155,400.84          1
                                       8.250          1,168.22        104
                                       7.750          1,168.22
    PASCO            WA   99301          2            09/24/01         23
    0413020918                           05           11/01/01          0
    0413020918                           O            10/01/31
    0


    5704572          E22/G01             F          205,400.00         ZZ
                                         360        202,113.39          1
                                       8.250          1,543.10        107
                                       8.000          1,543.10
    ROCKLIN          CA   95677          1            09/26/01         23
    0413026410                           05           11/01/01          0
1


    0413026410                           O            10/01/31
    0


    5704578          E22/G01             F          367,900.00         ZZ
                                         360        367,653.15          1
                                       8.000          2,699.52        107
                                       7.750          2,699.52
    VALENCIA         CA   91355          1            09/25/01         23
    0413028341                           29           11/01/01          0
    0413028341                           O            10/01/31
    0


    5704586          E22/G01             F          195,000.00         ZZ
                                         360        194,884.87          1
                                       8.625          1,516.69        100
                                       8.125          1,516.69
    STANWOOD         WA   98292          1            09/25/01         23
    0413030701                           05           11/01/01          0
    0413030701                           O            10/01/31
    0


    5704587          E22/G01             F          152,400.00         ZZ
                                         360        152,310.03          1
                                       8.625          1,185.35        103
                                       8.375          1,185.35
    PORTLAND         OR   97219          1            09/25/01         23
    0413030735                           05           11/01/01          0
    0413030735                           O            10/01/31
    0


    5704605          E22/G01             F          187,250.00         ZZ
                                         360        187,133.61          1
                                       8.375          1,423.24        107
                                       7.875          1,423.24
    MILWAUKIE        OR   97222          2            09/20/01         23
    0413039843                           05           11/01/01          0
    0413039843                           O            10/01/31
    0


    5704617          E22/G01             F           88,000.00         ZZ
                                         360         87,971.10          1
                                      11.375            863.07        100
                                      10.875            863.07
    HOUSE SPRINGS    MO   63051          1            09/28/01         23
    0413045964                           03           11/01/01          0
    0413045964                           O            10/01/31
    0


1


    5704619          E22/G01             F          219,500.00         ZZ
                                         360        219,376.95          1
                                       8.875          1,746.44        100
                                       8.375          1,746.44
    DALLAS           TX   75219          1            09/28/01         23
    0413046244                           09           11/01/01          0
    0413046244                           O            10/01/31
    0


    5704621          E22/G01             F          165,800.00         ZZ
                                         360        165,699.56          1
                                       8.500          1,274.86         97
                                       8.000          1,274.86
    SACRAMENTO       CA   95838          1            09/17/01         23
    0413046566                           05           11/01/01          0
    0413046566                           O            10/01/31
    0


    5704630          E22/G01             F           83,150.00         ZZ
                                         360         83,094.20          2
                                       8.000            610.13         99
                                       7.750            610.13
    NEW ORLEANS      LA   70115          1            09/28/01         23
    0413048422                           05           11/01/01          0
    0413048422                           O            10/01/31
    0


    5704632          E22/G01             F          118,450.00         ZZ
                                         360        118,383.60          1
                                       8.875            942.44        103
                                       8.625            942.44
    WILMINGTON       DE   19808          1            09/28/01         23
    0413048778                           05           11/01/01          0
    0413048778                           O            10/01/31
    0


    5704640          E22/G01             F          107,000.00         ZZ
                                         360        106,931.77          1
                                       8.250            803.86        100
                                       8.000            803.86
    BEND             OR   97701          1            09/26/01         23
    0413051988                           05           11/01/01          0
    0413051988                           O            10/01/31
    0


    5704643          E22/G01             F           16,600.00         ZZ
                                         360         16,590.93          1
                                       9.000            133.57         95
                                       8.750            133.57
1


    SOUTH BEND       IN   46628          1            09/28/01         23
    0413054081                           05           11/01/01          0
    0413054081                           N            10/01/31
    0


    5704648          E22/G01             F          174,997.00         ZZ
                                         360        174,921.63          1
                                      10.125          1,551.91        103
                                       9.625          1,551.91
    MERRITT ISLAND   FL   32952          1            09/28/01         23
    0413055443                           05           11/01/01          0
    0413055443                           O            10/01/31
    0


    5704653          E22/G01             F          164,250.00         ZZ
                                         360        164,147.91          1
                                       8.375          1,248.42        103
                                       8.125          1,248.42
    SAGINAW          MI   48603          1            09/28/01         23
    0413058595                           05           11/01/01          0
    0413058595                           O            10/01/31
    0


    5704656          E22/G01             F          135,680.00         ZZ
                                         360        135,603.94          1
                                       8.875          1,079.53        100
                                       8.375          1,079.53
    MIAMI            FL   33147          1            09/28/01         23
    0413059288                           05           11/01/01          0
    0413059288                           O            10/01/31
    0


    5704664          E22/G01             F          178,125.00         ZZ
                                         360        178,025.14          2
                                       8.875          1,417.24         95
                                       8.625          1,417.24
    ST.PETERSBURG B  FL   33706          1            09/28/01         23
    0413060559                           05           11/01/01          0
    0413060559                           O            10/01/31
    0


    5704665          E22/G01             F          161,000.00         ZZ
                                         360        160,886.37          1
                                       7.750          1,153.42        100
                                       7.250          1,153.42
    FONTANA          CA   92337          1            09/24/01         23
    0413060567                           05           11/01/01          0
    0413060567                           O            10/01/31
    0
1




    5704676          E22/G01             F          211,150.00         ZZ
                                         360        211,066.09          1
                                      10.500          1,931.47        103
                                      10.000          1,931.47
    AUBURN           MA   01501          1            08/29/01         23
    0413066226                           05           11/01/01          0
    0413066226                           O            10/01/31
    0


    5704680          E22/G01             F          208,650.00         ZZ
                                         360        208,452.65          1
                                       8.125          1,549.22        107
                                       7.875          1,549.22
    CHULA VISTA      CA   91913          1            09/26/01         23
    0413068222                           01           11/01/01          0
    0413068222                           O            10/01/31
    0


    5704682          E22/G01             F          249,000.00         ZZ
                                         360        248,849.16          1
                                       8.500          1,914.59        102
                                       8.250          1,914.59
    LONDONDERRY      NH   03053          1            09/28/01         23
    0413069220                           05           11/01/01          0
    0413069220                           O            10/01/31
    0


    5704683          E22/G01             F          244,650.00         ZZ
                                         360        244,501.79          1
                                       8.500          1,881.15        105
                                       8.250          1,881.15
    ELK GROVE        CA   95758          1            09/24/01         23
    0413069451                           05           11/01/01          0
    0413069451                           O            10/01/31
    0


    5704697          E22/G01             F          140,000.00         ZZ
                                         360        139,923.53          1
                                       9.000          1,126.47        100
                                       8.750          1,126.47
    ARCADIA          FL   34266          1            09/28/01         23
    0413075565                           05           11/01/01          0
    0413075565                           O            10/01/31
    0


    5704698          E22/G01             F          118,500.00         ZZ
                                         360        118,416.36          1
1


                                       7.750            848.95        107
                                       7.500            848.95
    LANTANA          FL   33462          1            09/28/01         23
    0413076928                           05           11/01/01          0
    0413076928                           O            10/01/31
    0


    5704699          E22/G01             F          278,100.00         ZZ
                                         360        277,927.15          1
                                       8.375          2,113.76        104
                                       7.875          2,113.76
    COLLIERVILLE     TN   38017          1            09/28/01         23
    0413077546                           05           11/01/01          0
    0413077546                           O            10/01/31
    0


    5704701          E22/G01             F          139,095.00         ZZ
                                         360        139,012.88          1
                                       8.625          1,081.87        100
                                       8.375          1,081.87
    FORT MYERS       FL   33912          1            09/28/01         23
    0413078387                           05           11/01/01          0
    0413078387                           O            10/01/31
    0


    5704702          E22/G01             F          123,100.00         ZZ
                                         360        123,029.17          1
                                       8.750            968.43        100
                                       8.500            968.43
    SKOKIE           IL   60077          1            09/28/01         23
    0413078866                           01           11/01/01          0
    0413078866                           O            10/01/31
    0


    5704706          E22/G01             F          137,750.00         ZZ
                                         360        137,676.69          1
                                       9.125          1,120.78         95
                                       8.875          1,120.78
    SALT LAKE CITY   UT   84103          1            09/26/01         23
    0413084765                           05           11/01/01          0
    0413084765                           O            10/01/31
    0


    5704707          E22/G01             F          120,510.00         ZZ
                                         360        120,444.18          1
                                       9.000            969.65        103
                                       8.500            969.65
    PARADISE         CA   95969          1            09/27/01         23
    0413085341                           05           11/01/01          0
1


    0413085341                           O            10/01/31
    0


    5704709          E22/G01             F          108,900.00         ZZ
                                         360        108,838.95          1
                                       8.875            866.46         99
                                       8.375            866.46
    MARBLE FALLS     TX   78654          1            09/28/01         23
    0413085481                           05           11/01/01          0
    0413085481                           O            10/01/31
    0


    5705313          642/G01             F           52,000.00         ZZ
                                         180         51,851.38          1
                                       8.125            500.70        100
                                       7.875            500.70
    KANSAS CITY      MO   64111          1            09/20/01         23
    0433252707                           05           11/01/01          0
    08166101                             O            10/01/16
    0


    5714380          642/G01             F          133,900.00         ZZ
                                         360        133,826.86          1
                                       9.000          1,077.39        103
                                       8.750          1,077.39
    MAYBEE           MI   48159          1            09/28/01         23
    0433266814                           05           11/01/01          0
    09151901                             O            10/01/31
    0


    5717755          K15/G01             F          114,900.00         ZZ
                                         360        114,900.00          1
                                       8.125            853.13        100
                                       7.875            853.13
    FREMONT          OH   43420          5            10/05/01         23
    0433269230                           05           12/01/01          0
    028005303361                         O            11/01/31
    0


    5721275          Q78/G01             F          274,263.00         ZZ
                                         360        274,088.11          1
                                       8.250          2,060.45        105
                                       8.000          2,060.45
    AURORA           CO   80013          2            09/21/01         23
    0433261823                           03           11/01/01          0
    694440                               O            10/01/31
    0


1


    5724031          E22/G01             F          103,000.00         ZZ
                                         360        102,946.60          1
                                       9.250            847.36        103
                                       9.000            847.36
    HARVEY           LA   70058          9            09/18/01         23
    0412943052                           05           11/01/01          0
    0412943052                           O            10/01/31
    0


    5724055          E22/G01             F          144,200.00         ZZ
                                         360        144,129.07          2
                                       9.500          1,212.51        103
                                       9.250          1,212.51
    HARTFORD         CT   06106          1            09/24/01         23
    0412997249                           05           11/01/01          0
    0412997249                           O            10/01/31
    0


    5724102          E22/G01             F           63,200.00         ZZ
                                         360         63,179.24          1
                                      11.375            619.84         99
                                      10.875            619.84
    BIRMINGHAM       AL   35217          5            09/25/01         23
    0413044702                           05           11/01/01          0
    0413044702                           O            10/01/31
    0


    5724107          E22/G01             F          223,000.00         ZZ
                                         360        222,857.81          1
                                       8.250          1,675.32        102
                                       7.750          1,675.32
    YORBA LINDA      CA   92887          1            09/27/01         23
    0413049354                           01           11/01/01          0
    0413049354                           O            10/01/31
    0


    5724118          E22/G01             F          122,550.00         ZZ
                                         360        122,433.07          1
                                       9.875          1,064.16        103
                                       9.625          1,064.16
    NEWPORT          MI   48166          1            10/01/01         23
    0413053778                           05           11/01/01          0
    0413053778                           O            10/01/31
    0


    5724119          E22/G01             F          225,500.00         ZZ
                                         360        225,370.26          1
                                       8.750          1,774.01        103
                                       8.500          1,774.01
1


    MINNEAPOLIS      MN   55406          1            10/01/01         23
    0413054784                           05           11/01/01          0
    0413054784                           O            10/01/31
    0


    5724138          E22/G01             F          137,500.00         ZZ
                                         360        137,410.06          1
                                       8.125          1,020.93        103
                                       7.875          1,020.93
    CHANDLER         AZ   85225          1            09/26/01         23
    0413063868                           03           11/01/01          0
    0413063868                           O            10/01/31
    0


    5724142          E22/G01             F          213,500.00         ZZ
                                         360        213,367.30          1
                                       8.375          1,622.75        100
                                       8.125          1,622.75
    VISTA            CA   92084          1            09/26/01         23
    0413064890                           05           11/01/01          0
    0413064890                           O            10/01/31
    0


    5724144          E22/G01             F          263,000.00         ZZ
                                         360        262,827.96          1
                                       8.125          1,952.77        100
                                       7.625          1,952.77
    VISTA            CA   92083          1            09/26/01         23
    0413065566                           05           11/01/01          0
    0413065566                           O            10/01/31
    0


    5724147          E22/G01             F          169,990.00         ZZ
                                         360        169,875.94          1
                                       8.000          1,247.33        100
                                       7.500          1,247.33
    CYPRESS          CA   90630          2            09/25/01         23
    0413067968                           01           11/01/01          0
    0413067968                           O            10/01/31
    0


    5724150          E22/G01             F          146,900.00         ZZ
                                         360        146,801.43          1
                                       8.000          1,077.90        100
                                       7.750          1,077.90
    VANCOUVER        WA   98664          1            09/26/01         23
    0413070277                           05           11/01/01          0
    0413070277                           O            10/01/31
    0
1




    5724157          E22/G01             F          127,700.00         ZZ
                                         360        127,626.53          1
                                       8.750          1,004.62         95
                                       8.500          1,004.62
    AUSTIN           TX   78704          1            09/28/01         23
    0413076027                           05           11/01/01          0
    0413076027                           N            10/01/31
    0


    5724161          E22/G01             F          187,000.00         ZZ
                                         360        186,886.71          2
                                       8.500          1,437.87        106
                                       8.250          1,437.87
    CHICAGO          IL   60639          1            10/02/01         23
    0413079773                           05           11/01/01          0
    0413079773                           O            10/01/31
    0


    5724163          E22/G01             F          269,900.00         ZZ
                                         360        269,792.75          1
                                      10.500          2,468.88        100
                                      10.250          2,468.88
    PARKER           CO   80138          1            10/01/01         23
    0413080995                           03           11/01/01          0
    0413080995                           O            10/01/31
    0


    5724167          E22/G01             F          236,215.00         ZZ
                                         360        236,048.29          1
                                       7.750          1,692.27        103
                                       7.250          1,692.27
    SANGER           CA   93657          1            09/26/01         23
    0413090408                           05           11/01/01          0
    0413090408                           O            10/01/31
    0


    5724168          E22/G01             F          337,000.00         ZZ
                                         360        336,779.55          1
                                       8.125          2,502.22        107
                                       7.625          2,502.22
    SEATTLE          WA   98115          1            09/26/01         23
    0413093683                           05           11/01/01          0
    0413093683                           O            10/01/31
    0


    5724632          K15/G01             F          205,000.00         ZZ
                                         180        205,000.00          1
1


                                       8.250          1,988.79        103
                                       8.000          1,988.79
    MIDDLETOWN       RI   02842          5            10/04/01         23
    0433281896                           05           12/01/01          0
    029705304198                         O            11/01/16
    0


    5724744          B57/G01             F          110,000.00         ZZ
                                         360        109,939.91          1
                                       9.000            885.09        100
                                       8.750            885.09
    TWISP            WA   98856          1            09/17/01         23
    0433269628                           05           11/01/01          0
    2115087                              O            10/01/31
    0


    5725156          624/G01             F          127,205.00         ZZ
                                         360        127,205.00          1
                                       8.250            955.65        103
                                       8.000            955.65
    MAGALIA          CA   95954          1            10/04/01         23
    0433285160                           05           12/01/01          0
    35300113773F                         O            11/01/31
    0


    5726041          K15/G01             F          129,900.00         ZZ
                                         360        129,900.00          1
                                       9.500          1,092.27        100
                                       9.250          1,092.27
    LEXINGTON        SC   29072          5            10/05/01         23
    0433262599                           05           12/01/01          0
    002305303832                         O            11/01/31
    0


    5730817          964/G01             F          161,055.00         ZZ
                                         360        160,959.91          1
                                       8.625          1,252.67        100
                                       8.375          1,252.67
    MESA             AZ   85212          1            09/25/01         23
    0433227956                           03           11/01/01          0
    139468                               O            10/01/31
    0


    5731824          K15/G01             F          104,000.00         ZZ
                                         360        104,000.00          1
                                      11.875          1,059.76        103
                                      11.625          1,059.76
    TIFFIN           OH   44883          5            10/09/01         23
    0433272317                           05           12/01/01          0
1


    028705303752                         O            11/01/31
    0


    5732768          624/G01             F          134,355.00         ZZ
                                         360        134,355.00          1
                                       8.250          1,009.36        107
                                       8.000          1,009.36
    MERCED           CA   95340          1            10/02/01         23
    0433274008                           05           12/01/01          0
    43200110553F                         O            11/01/31
    0


    5734655          964/G01             F          155,000.00         ZZ
                                         360        155,000.00          1
                                       8.625          1,205.57        100
                                       8.375          1,205.57
    LAS VEGAS        NV   89108          1            10/04/01         23
    0433286432                           03           12/01/01          0
    153688                               O            11/01/31
    0


    5736224          E22/G01             F           60,850.00         ZZ
                                         360         60,814.99          1
                                       8.750            478.71         99
                                       8.500            478.71
    LAGRANGE         IN   46761          2            09/27/01         23
    0413019779                           05           11/01/01          0
    0413019779                           O            10/01/31
    0


    5736254          E22/G01             F          171,000.00         ZZ
                                         360        170,869.04          1
                                       8.625          1,330.02        101
                                       8.125          1,330.02
    NEWARK           DE   19702          2            09/27/01         23
    0413039462                           05           11/01/01          0
    0413039462                           O            10/01/31
    0


    5736260          E22/G01             F           81,700.00         ZZ
                                         360         81,653.00          1
                                       8.750            642.73         95
                                       8.250            642.73
    PALM BEACH GARD  FL   33410          1            10/02/01         23
    0413040700                           09           11/01/01          0
    0413040700                           N            10/01/31
    0


1


    5736262          E22/G01             F           93,000.00         ZZ
                                         360         92,942.19          1
                                       8.375            706.87        100
                                       7.875            706.87
    MEMPHIS          TN   38141          5            09/27/01         23
    0413041443                           05           11/01/01          0
    0413041443                           O            10/01/31
    0


    5736284          E22/G01             F           59,740.00         ZZ
                                         360         59,705.63          1
                                       8.750            469.97        103
                                       8.250            469.97
    TAMPA            FL   33614          1            10/02/01         23
    0413050675                           09           11/01/01          0
    0413050675                           O            10/01/31
    0


    5736288          E22/G01             F          103,600.00         ZZ
                                         360        103,530.49          1
                                       8.000            760.18        105
                                       7.750            760.18
    AMARILLO         TX   79121          1            09/28/01         23
    0413051806                           01           11/01/01          0
    0413051806                           O            10/01/31
    0


    5736304          E22/G01             F          140,000.00         ZZ
                                         360        139,912.98          1
                                       8.375          1,064.10        100
                                       7.875          1,064.10
    BEAVERTON        OR   97005          1            09/26/01         23
    0413057548                           05           11/01/01          0
    0413057548                           O            10/01/31
    0


    5736310          E22/G01             F          169,350.00         ZZ
                                         360        169,247.41          1
                                       8.500          1,302.15        100
                                       8.000          1,302.15
    MIDVALE          UT   84047          1            09/28/01         23
    0413059247                           05           11/01/01          0
    0413059247                           O            10/01/31
    0


    5736320          E22/G01             F           78,570.00         ZZ
                                         360         78,544.19          1
                                      11.375            770.59         97
                                      10.875            770.59
1


    KANSAS CITY      KS   66109          1            10/02/01         23
    0413063793                           05           11/01/01          0
    0413063793                           O            10/01/31
    0


    5736322          E22/G01             F           84,500.00         ZZ
                                         360         84,450.11          1
                                       8.625            657.23        107
                                       8.375            657.23
    KANSAS CITY      MO   64129          5            09/27/01         23
    0413064452                           05           11/01/01          0
    0413064452                           O            10/01/31
    0


    5736328          E22/G01             F          103,000.00         ZZ
                                         360        102,956.81          1
                                      10.250            922.98        100
                                       9.750            922.98
    MACON            GA   31204          1            10/02/01         23
    0413065996                           05           11/01/01          0
    0413065996                           O            10/01/31
    0


    5736332          E22/G01             F          257,850.00         ZZ
                                         360        257,693.80          1
                                       8.500          1,982.64        107
                                       8.250          1,982.64
    FARMINGTON       MI   48335          2            09/27/01         23
    0413067414                           05           11/01/01          0
    0413067414                           O            10/01/31
    0


    5736362          E22/G01             F           99,500.00         ZZ
                                         360         99,444.22          1
                                       8.875            791.67        100
                                       8.625            791.67
    SAN ANTONIO      TX   78217          1            10/02/01         23
    0413086612                           05           11/01/01          0
    0413086612                           O            10/01/31
    0


    5736364          E22/G01             F           44,175.00         ZZ
                                         360         44,150.23          1
                                       8.875            351.48         95
                                       8.625            351.48
    MEMPHIS          TN   38108          1            10/02/01         23
    0413087008                           05           11/01/01          0
    0413087008                           N            10/01/31
    0
1




    5736374          E22/G01             F          170,650.00         ZZ
                                         360        170,650.00          1
                                       9.375          1,419.38         99
                                       9.125          1,419.38
    MOUNTLAKE TERRA  WA   98043          1            10/01/01         23
    0413105610                           05           12/01/01          0
    0413105610                           O            11/01/31
    0


    5739656          N67/G01             F          131,950.00         ZZ
                                         360        131,950.00          1
                                       8.375          1,002.92        103
                                       8.125          1,002.92
    ST GEORGE        UT   84770          1            10/05/01         23
    0433278579                           05           12/01/01          0
    1160005567                           O            11/01/31
    0


    5751000          K15/G01             F           89,600.00         ZZ
                                         360         89,600.00          1
                                       9.500            753.41        103
                                       9.250            753.41
    CLEVELAND        OH   44111          5            10/08/01         23
    0433281938                           05           12/01/01          0
    028705303767                         O            11/01/31
    0


    5762948          664/G01             F          134,415.00         ZZ
                                         360        134,269.88          1
                                      11.000          1,280.07        103
                                      10.750          1,280.07
    RICHARDSON       TX   75081          1            07/24/01         23
    0433270519                           05           09/01/01          0
    0008245706                           O            08/01/31
    0


    5763084          664/G01             F          271,050.00         ZZ
                                         360        270,760.40          2
                                       9.125          2,205.36        103
                                       8.875          2,205.36
    BRIDGEPORT       CT   06606          1            08/24/01         23
    0433235454                           07           10/01/01          0
    0008280661                           O            09/01/31
    0


    5763426          664/G01             F          145,450.00         ZZ
                                         360        145,359.59          1
1


                                       8.375          1,105.53        107
                                       8.125          1,105.53
    PORTLAND         OR   97219          1            09/06/01         23
    0433268406                           05           11/01/01          0
    0008336463                           O            10/01/31
    0


    5767220          E22/G01             F           70,000.00         ZZ
                                         360         69,962.75          1
                                       9.125            569.54        100
                                       8.875            569.54
    NEW ORLEANS      LA   70119          1            10/03/01         23
    0412923450                           05           11/01/01          0
    0412923450                           O            10/01/31
    0


    5767230          E22/G01             F          147,800.00         ZZ
                                         360        147,745.85          1
                                      10.875          1,393.59        103
                                      10.375          1,393.59
    GREAT FALLS      MT   59405          1            09/28/01         23
    0412953440                           05           11/01/01          0
    0412953440                           O            10/01/31
    0


    5767238          E22/G01             F           49,400.00         ZZ
                                         360         49,373.02          1
                                       9.000            397.48         95
                                       8.750            397.48
    KANSAS CITY      MO   64128          1            10/03/01         23
    0412964462                           05           11/01/01          0
    0412964462                           N            10/01/31
    0


    5767256          E22/G01             F           55,100.00         ZZ
                                         360         55,069.90          1
                                       9.000            443.35         95
                                       8.500            443.35
    OKLAHOMA CITY    OK   73127          1            10/03/01         23
    0412982985                           05           11/01/01          0
    0412982985                           O            10/01/31
    0


    5767276          E22/G01             F           49,400.00         ZZ
                                         360         49,370.83          1
                                       8.625            384.23         95
                                       8.375            384.23
    KANSAS CITY      MO   64130          1            10/03/01         23
    0413005091                           05           11/01/01          0
1


    0413005091                           N            10/01/31
    0


    5767354          E22/G01             F           77,250.00         ZZ
                                         360         77,220.92          1
                                      10.750            721.11        103
                                      10.250            721.11
    TACOMA           WA   98405          1            09/25/01         23
    0413037433                           05           11/01/01          0
    0413037433                           O            10/01/31
    0


    5767366          E22/G01             F          267,800.00         ZZ
                                         360        267,699.18          1
                                      10.750          2,499.86        103
                                      10.250          2,499.86
    CHERRY HILL      NJ   08003          5            09/28/01         23
    0413044843                           05           11/01/01          0
    0413044843                           O            10/01/31
    0


    5767370          E22/G01             F           76,200.00         ZZ
                                         360         76,170.53          1
                                      10.625            704.16        103
                                      10.125            704.16
    OMAHA            NE   68104          1            10/03/01         23
    0413045592                           05           11/01/01          0
    0413045592                           O            10/01/31
    0


    5767398          E22/G01             F          140,000.00         ZZ
                                         360        139,941.29          1
                                      10.250          1,254.54        100
                                       9.750          1,254.54
    STONE MOUNTAIN   GA   30088          1            10/03/01         23
    0413065970                           05           11/01/01          0
    0413065970                           O            10/01/31
    0


    5767414          E22/G01             F           44,805.00         ZZ
                                         360         44,780.53          1
                                       9.000            360.51        103
                                       8.500            360.51
    ALPINE           TX   79830          1            10/02/01         23
    0413070368                           05           11/01/01          0
    0413070368                           O            10/01/31
    0


1


    5767422          E22/G01             F           39,900.00         ZZ
                                         360         39,876.44          1
                                       8.625            310.34         95
                                       8.375            310.34
    KANSAS CITY      MO   64127          1            10/03/01         23
    0413072109                           05           11/01/01          0
    0413072109                           N            10/01/31
    0


    5767424          E22/G01             F           39,425.00         ZZ
                                         360         39,401.73          1
                                       8.625            306.64         95
                                       8.375            306.64
    KANSAS CITY      MO   64127          1            10/03/01         23
    0413072117                           05           11/01/01          0
    0413072117                           N            10/01/31
    0


    5767426          E22/G01             F          380,000.00         ZZ
                                         360        379,745.02          1
                                       8.000          2,788.31        100
                                       7.750          2,788.31
    CONCORD          CA   94518          1            09/25/01         23
    0413072349                           03           11/01/01          0
    0413072349                           O            10/01/31
    0


    5767460          E22/G01             F          127,720.00         ZZ
                                         360        127,638.56          1
                                       8.250            959.52        103
                                       8.000            959.52
    MIAMI BEACH      FL   33139          1            10/03/01         23
    0413082462                           01           11/01/01          0
    0413082462                           O            10/01/31
    0


    5767464          E22/G01             F          272,782.00         ZZ
                                         360        272,654.73          1
                                       9.750          2,343.62        103
                                       9.500          2,343.62
    MAPLE VALLEY     WA   98038          1            09/27/01         23
    0413083270                           03           11/01/01          0
    0413083270                           O            10/01/31
    0


    5785330          E22/G01             F           97,850.00         ZZ
                                         360         97,821.22          1
                                      11.875            997.09        103
                                      11.375            997.09
1


    BUTLER           AL   36904          1            10/04/01         23
    0412814444                           05           11/01/01          0
    0412814444                           O            10/01/31
    0


    5785366          E22/G01             F          230,585.00         ZZ
                                         360        230,345.31          1
                                       8.500          1,773.00        107
                                       8.000          1,773.00
    CANYON COUNTRY   CA   91351          1            09/24/01         23
    0413026493                           05           11/01/01          0
    0413026493                           O            10/01/31
    0


    5785370          E22/G01             F          110,350.00         ZZ
                                         360        110,306.15          1
                                      10.500          1,009.41         99
                                      10.250          1,009.41
    MEMPHIS          TN   38115          5            09/29/01         23
    0413029174                           05           11/01/01          0
    0413029174                           O            10/01/31
    0


    5785416          E22/G01             F          140,600.00         ZZ
                                         360        140,523.20          1
                                       9.000          1,131.30         95
                                       8.750          1,131.30
    AUSTIN           TX   78757          1            09/26/01         23
    0413065947                           05           11/01/01          0
    0413065947                           N            10/01/31
    0


    5785428          E22/G01             F          123,600.00         ZZ
                                         360        123,534.23          2
                                       9.125          1,005.65        103
                                       8.875          1,005.65
    CHICAGO          IL   60620          1            10/04/01         23
    0413086398                           05           11/01/01          0
    0413086398                           O            10/01/31
    0


    5785434          E22/G01             F          150,000.00         ZZ
                                         360        149,920.18          1
                                       9.125          1,220.45        100
                                       8.875          1,220.45
    ARLINGTON        TX   76012          1            10/02/01         23
    0413092792                           05           11/01/01          0
    0413092792                           O            10/01/31
    0
1




    5785442          E22/G01             F          184,575.00         ZZ
                                         360        184,575.00          1
                                       8.125          1,370.46        107
                                       7.875          1,370.46
    KENNER           LA   70065          1            10/04/01         23
    0413106113                           05           12/01/01          0
    0413106113                           O            11/01/31
    0


    5797178          642/G01             F           77,040.00         ZZ
                                         360         77,040.00          1
                                       8.500            592.37        107
                                       8.250            592.37
    DELRAY BEACH     FL   33445          1            10/03/01         23
    0433256344                           01           12/01/01          0
    07106801                             O            11/01/31
    0


    5801634          N46/G01             F          190,550.00         ZZ
                                         360        190,451.21          1
                                       9.250          1,567.61        103
                                       9.000          1,567.61
    CHARLOTTE        NC   28213          1            10/02/01         23
    0433255296                           05           11/01/01          0
    105642                               O            10/01/31
    0


    5807212          624/G01             F           87,300.00         ZZ
                                         360         87,300.00          1
                                      10.000            766.12         97
                                       9.750            766.12
    VICTORVILLE      CA   92392          1            09/27/01         23
    0433282563                           05           12/01/01          0
    34071810623F                         O            11/01/31
    0


    5811716          E22/G01             F          144,700.00         ZZ
                                         360        144,700.00          1
                                       8.500          1,112.62        106
                                       8.250          1,112.62
    NOKOMIS          FL   34275          1            10/05/01         23
    0412988388                           05           12/01/01          0
    0412988388                           O            11/01/31
    0


    5811732          E22/G01             F          299,900.00         ZZ
                                         360        299,736.19          1
1


                                       9.000          2,413.06        100
                                       8.750          2,413.06
    WEST BARNSTABLE  MA   02668          1            10/05/01         23
    0413007501                           05           11/01/01          0
    0413007501                           O            10/01/31
    0


    5811738          E22/G01             F           88,000.00         ZZ
                                         360         87,949.37          1
                                       8.750            692.30        100
                                       8.250            692.30
    PALM BEACH GARD  FL   33418          1            10/05/01         23
    0413009382                           07           11/01/01          0
    0413009382                           O            10/01/31
    0


    5811754          E22/G01             F          339,550.00         ZZ
                                         360        339,359.65          1
                                       8.875          2,701.61         99
                                       8.625          2,701.61
    SCHAUMBURG       IL   60193          1            10/05/01         23
    0413023607                           05           11/01/01          0
    0413023607                           O            10/01/31
    0


    5811778          E22/G01             F           44,150.00         ZZ
                                         360         44,150.00          1
                                       9.000            355.24         95
                                       8.500            355.24
    MEMPHIS          TN   38127          1            10/04/01         23
    0413035403                           05           12/01/01          0
    0413035403                           N            11/01/31
    0


    5811784          E22/G01             F           87,500.00         ZZ
                                         360         87,446.99          1
                                       8.500            672.80        100
                                       8.000            672.80
    HALLANDALE       FL   33009          1            10/05/01         23
    0413035916                           01           11/01/01          0
    0413035916                           O            10/01/31
    0


    5811788          E22/G01             F          156,000.00         ZZ
                                         360        156,000.00          1
                                       8.500          1,199.51        104
                                       8.250          1,199.51
    SEVIERVILLE      TN   37862          1            10/05/01         23
    0413037094                           05           12/01/01          0
1


    0413037094                           O            11/01/31
    0


    5811796          E22/G01             F          123,260.00         ZZ
                                         360        123,185.33          1
                                       8.500            947.76         98
                                       8.250            947.76
    PACIFIC          MO   63069          9            10/01/01         23
    0413039793                           05           11/01/01          0
    0413039793                           O            10/01/31
    0


    5811832          E22/G01             F           90,640.00         ZZ
                                         360         90,605.87          1
                                      10.750            846.11        103
                                      10.250            846.11
    YUKON            OK   73099          1            10/05/01         23
    0413055831                           05           11/01/01          0
    0413055831                           O            10/01/31
    0


    5811840          E22/G01             F          178,150.00         ZZ
                                         360        178,069.07          1
                                       9.875          1,546.96        103
                                       9.625          1,546.96
    WOODRIDGE        IL   60517          5            10/01/01         23
    0413058371                           05           11/01/01          0
    0413058371                           O            10/01/31
    0


    5811842          E22/G01             F          133,000.00         ZZ
                                         360        132,910.76          1
                                       8.000            975.91        107
                                       7.750            975.91
    CRESTWOOD        KY   40014          2            10/01/01         23
    0413059023                           05           11/01/01          0
    0413059023                           O            10/01/31
    0


    5811866          E22/G01             F          130,150.00         ZZ
                                         360        130,098.28          1
                                      10.500          1,190.53         99
                                      10.000          1,190.53
    CHICAGO          IL   60655          1            10/05/01         23
    0413073370                           05           11/01/01          0
    0413073370                           O            10/01/31
    0


1


    5811890          E22/G01             F          171,638.00         ZZ
                                         360        171,638.00          1
                                       9.625          1,458.90        100
                                       9.375          1,458.90
    GLENDALE         AZ   85310          1            10/03/01         23
    0413081274                           03           12/01/01          0
    0413081274                           O            11/01/31
    0


    5811896          E22/G01             F          157,000.00         ZZ
                                         360        157,000.00          1
                                       8.250          1,179.49        106
                                       8.000          1,179.49
    SPRING           TX   77379          1            10/04/01         23
    0413082215                           03           12/01/01          0
    0413082215                           O            11/01/31
    0


    5811928          E22/G01             F           98,900.00         ZZ
                                         360         98,833.64          1
                                       8.000            725.69        100
                                       7.500            725.69
    CEDAR HILL       TX   75104          1            10/09/01         23
    0413093998                           05           11/01/01          0
    0413093998                           O            10/01/31
    0


    5811932          E22/G01             F          239,827.00         ZZ
                                         360        239,827.00          1
                                       8.375          1,822.86         95
                                       7.875          1,822.86
    SAN DIEGO        CA   92117          1            10/03/01         23
    0413100546                           05           12/01/01          0
    0413100546                           O            11/01/31
    0


    5811934          E22/G01             F          101,970.00         ZZ
                                         360        101,912.58          1
                                       9.375            848.13        103
                                       9.125            848.13
    SALT LAKE CITY   UT   84111          1            10/03/01         23
    0413101726                           05           11/01/01          0
    0413101726                           O            10/01/31
    0


    5811938          E22/G01             F           74,000.00         ZZ
                                         360         74,000.00          1
                                       8.375            562.45        106
                                       7.875            562.45
1


    AMARILLO         TX   79103          1            10/05/01         23
    0413104043                           05           12/01/01          0
    0413104043                           O            11/01/31
    0


    5811940          E22/G01             F          134,950.00         ZZ
                                         360        134,950.00          1
                                       7.875            978.48        100
                                       7.625            978.48
    LEE'S SUMMIT     MO   64063          1            10/08/01         23
    0413105727                           05           12/01/01          0
    0413105727                           O            11/01/31
    0


    5811954          E22/G01             F          185,400.00         ZZ
                                         360        185,301.33          1
                                       9.125          1,508.48        103
                                       8.875          1,508.48
    LAUREL           MD   20724          1            10/05/01         23
    0413118647                           09           11/01/01          0
    0413118647                           O            10/01/31
    0


    5812678          Q78/G01             F          126,475.00         ZZ
                                         360        126,396.38          1
                                       8.375            961.31        106
                                       8.125            961.31
    CLEONA           PA   17042          2            09/20/01         23
    0433251758                           05           11/01/01          0
    691462                               O            10/01/31
    0


    5813064          Q78/G01             F           69,550.00         ZZ
                                         360         69,550.00          1
                                       8.950            557.12        107
                                       8.700            557.12
    FREEPORT         IL   61032          2            09/28/01         23
    0433277142                           05           12/01/01          0
    692881                               O            11/01/31
    0


    5820010          664/G01             F          123,050.00         T
                                         360        122,853.45          1
                                       9.250          1,012.31        100
                                       9.000          1,012.31
    INYOKERN         CA   93527          1            07/25/01         23
    0433281128                           05           09/01/01          0
    0008237356                           O            08/01/31
    0
1




    5827208          Q64/G01             F          150,400.00         ZZ
                                         360        150,313.47          1
                                       8.750          1,183.20        100
                                       8.500          1,183.20
    HOLIDAY          FL   34691          1            09/28/01         23
    0433276573                           03           11/01/01          0
    0102254406                           O            10/01/31
    0


    5828036          Q64/G01             F          240,000.00         ZZ
                                         360        239,872.28          1
                                       9.125          1,952.72        100
                                       8.875          1,952.72
    ORLANDO          FL   32828          1            09/28/01         23
    0433276706                           03           11/01/01          0
    0102434800                           O            10/01/31
    0


    5830860          Q64/G01             F          157,150.00         ZZ
                                         360        157,049.79          1
                                       8.250          1,180.62        107
                                       8.000          1,180.62
    JUPITER          FL   33458          1            09/27/01         23
    0433276615                           05           11/01/01          0
    0102313103                           O            10/01/31
    0


    5835852          E82/G01             F           89,600.00         ZZ
                                         360         89,572.14          1
                                      11.625            895.86        103
                                      11.375            895.86
    SEQUIM           WA   98382          5            09/27/01         23
    0400450789                           05           11/01/01          0
    0400450789                           O            10/01/31
    0


    5837490          K15/G01             F           79,800.00         ZZ
                                         360         79,800.00          1
                                      12.000            820.83        103
                                      11.750            820.83
    WHITE PIGEON     MI   49099          5            10/10/01         23
    0433272911                           05           12/01/01          0
    035905304209                         O            11/01/31
    0


    5851414          P23/G01             F          299,600.00         ZZ
                                         360        299,600.00          1
1


                                       8.490          2,301.54        107
                                       8.240          2,301.54
    WEBSTER          NY   14580          2            10/04/01         23
    0433276557                           05           12/01/01          0
    WTL010003131                         O            11/01/31
    0


    5852802          W33/G01             F           42,816.00         ZZ
                                         360         42,790.72          1
                                       8.625            333.02        107
                                       8.375            333.02
    MARION           IN   46952          1            10/03/01         23
    0433269479                           05           11/02/01          0
    0127416                              O            10/02/31
    0


    5860340          E22/G01             F          151,050.00         ZZ
                                         360        150,967.49          1
                                       9.000          1,215.39         95
                                       8.750          1,215.39
    BIRMINGHAM       MI   48009          1            09/26/01         23
    0412958001                           05           11/01/01          0
    0412958001                           N            10/01/31
    0


    5860390          E22/G01             F           52,100.00         ZZ
                                         360         52,100.00          1
                                       8.750            409.87        103
                                       8.500            409.87
    RAYTOWN          MO   64138          1            10/09/01         23
    0413023227                           05           12/01/01          0
    0413023227                           O            11/01/31
    0


    5860440          E22/G01             F          250,000.00         ZZ
                                         360        250,000.00          1
                                       8.125          1,856.24        100
                                       7.625          1,856.24
    KAILUA           HI   96734          1            10/05/01         23
    0413046137                           05           12/01/01          0
    0413046137                           O            11/01/31
    0


    5860454          E22/G01             F          197,750.00         ZZ
                                         360        197,679.49          1
                                      11.000          1,883.22        103
                                      10.500          1,883.22
    CHARLOTTE        NC   28270          9            10/01/01         23
    0413049743                           05           11/01/01          0
1


    0413049743                           O            10/01/31
    0


    5860464          E22/G01             F          169,950.00         ZZ
                                         360        169,950.00          1
                                       9.250          1,398.14        103
                                       9.000          1,398.14
    WOODLAND PARK    CO   80866          1            10/09/01         23
    0413052739                           05           12/01/01          0
    0413052739                           O            11/01/31
    0


    5860468          E22/G01             F          180,000.00         ZZ
                                         360        180,000.00          1
                                       8.250          1,352.28        105
                                       8.000          1,352.28
    LAKE ARIEL       PA   18436          1            10/09/01         23
    0413053984                           03           12/01/01          0
    0413053984                           O            11/01/31
    0


    5860490          E22/G01             F          143,200.00         ZZ
                                         360        143,200.00          1
                                       8.250          1,075.81        100
                                       7.750          1,075.81
    ELLENSBURG       WA   98926          1            10/03/01         23
    0413066291                           05           12/01/01          0
    0413066291                           O            11/01/31
    0


    5860494          E22/G01             F          178,190.00         ZZ
                                         360        178,190.00          1
                                      11.000          1,696.95        103
                                      10.500          1,696.95
    LOVELAND         CO   80538          1            10/09/01         23
    0413068032                           05           12/01/01          0
    0413068032                           O            11/01/31
    0


    5860514          E22/G01             F           89,900.00         ZZ
                                         360         89,900.00          1
                                       8.625            699.23        100
                                       8.375            699.23
    CHICAGO          IL   60636          1            10/09/01         23
    0413073800                           05           12/01/01          0
    0413073800                           O            11/01/31
    0


1


    5860520          E22/G01             F           68,500.00         ZZ
                                         360         68,458.50          1
                                       8.500            526.71        104
                                       8.250            526.71
    DANBURY          TX   77534          1            10/08/01         23
    0413076720                           05           11/01/01          0
    0413076720                           O            10/01/31
    0


    5860544          E22/G01             F          177,500.00         ZZ
                                         360        177,500.00          1
                                       8.250          1,333.50         99
                                       8.000          1,333.50
    HENDERSON        NV   89014          2            10/01/01         23
    0413082116                           03           12/01/01          0
    0413082116                           O            11/01/31
    0


    5860592          E22/G01             F           78,018.00         ZZ
                                         360         78,018.00          1
                                       9.000            627.75        100
                                       8.500            627.75
    SPRING           TX   77373          1            10/09/01         23
    0413103631                           03           12/01/01          0
    0413103631                           O            11/01/31
    0


    5860596          E22/G01             F          122,502.00         ZZ
                                         360        122,502.00          1
                                       9.000            985.68         95
                                       8.750            985.68
    CEDAR HILL       TX   75104          1            10/08/01         23
    0413106337                           05           12/01/01          0
    0413106337                           N            11/01/31
    0


    5860600          E22/G01             F          113,850.00         ZZ
                                         360        113,850.00          1
                                       8.375            865.34         99
                                       8.125            865.34
    DENVER           CO   80204          1            10/09/01         23
    0413109570                           01           12/01/01          0
    0413109570                           O            11/01/31
    0


    5860616          E22/G01             F          277,500.00         ZZ
                                         360        277,500.00          1
                                       8.750          2,183.09        100
                                       8.500          2,183.09
1


    SAN ANTONIO      TX   78255          1            10/09/01         23
    0413114166                           03           12/01/01          0
    0413114166                           O            11/01/31
    0


    5860830          J95/G01             F          230,250.00         ZZ
                                         360        230,095.50          1
                                       8.000          1,689.50        100
                                       7.750          1,689.50
    LYNNWOOD         WA   98036          1            09/26/01         23
    0433265642                           03           11/01/01          0
    0027323856                           O            10/01/31
    0


    5865338          W78/G01             F          151,000.00         ZZ
                                         360        150,811.63          1
                                       8.375          1,147.71        100
                                       8.125          1,147.71
    MARIETTA         GA   30066          1            08/28/01         23
    0433265535                           05           10/01/01          0
    50009194                             O            09/01/31
    0


    5866604          W78/G01             F           72,000.00         ZZ
                                         360         71,974.33          1
                                      11.000            685.67        100
                                      10.750            685.67
    CHATTANOOGA      TN   37412          1            09/13/01         23
    0433279825                           05           11/01/01          0
    500102019                            O            10/01/31
    0


    5867320          W78/G01             F          198,300.00         ZZ
                                         360        198,058.88          1
                                       8.500          1,524.76        103
                                       8.250          1,524.76
    ACWORTH          GA   30101          5            08/10/01         23
    0433267804                           03           10/01/01          0
    50007581                             O            09/01/31
    0


    5871820          U05/G01             F          217,391.00         ZZ
                                         360        217,265.92          1
                                       8.750          1,710.22        100
                                       8.500          1,710.22
    ANTELOPE         CA   94843          1            09/28/01         23
    0433279411                           05           11/01/01          0
    3155340                              O            10/01/31
    0
1




    5886846          E22/G01             F          101,800.00         ZZ
                                         360        101,800.00          1
                                       8.750            800.86        104
                                       8.250            800.86
    PORT ST LUCIE    FL   34953          1            10/10/01         23
    0413020397                           05           12/01/01          0
    0413020397                           O            11/01/31
    0


    5886852          E22/G01             F           69,000.00         ZZ
                                         360         69,000.00          1
                                       9.250            567.65        103
                                       8.750            567.65
    PORT SAINT LUCI  FL   34983          1            10/10/01         23
    0413027699                           05           12/01/01          0
    0413027699                           O            11/01/31
    0


    5886874          E22/G01             F           71,997.00         ZZ
                                         360         71,997.00          1
                                       9.125            585.79        103
                                       8.875            585.79
    NORTH POLE       AK   99705          1            10/04/01         23
    0413051848                           05           12/01/01          0
    0413051848                           O            11/01/31
    0


    5886888          E22/G01             F           92,800.00         ZZ
                                         360         92,800.00          1
                                       8.750            730.06        106
                                       8.250            730.06
    PORT SAINT LUCI  FL   34953          1            10/10/01         23
    0413060005                           05           12/01/01          0
    0413060005                           O            11/01/31
    0


    5886970          E22/G01             F          130,800.00         ZZ
                                         360        130,800.00          1
                                      10.375          1,184.27        103
                                       9.875          1,184.27
    FAIRFAX          VA   20110          1            10/05/01         23
    0413098286                           01           12/01/01          0
    0413098286                           O            11/01/31
    0


    5886986          E22/G01             F           89,095.00         ZZ
                                         360         89,095.00          1
1


                                       9.250            732.96        103
                                       9.000            732.96
    KEMMERER         WY   83101          1            10/10/01         23
    0413117029                           05           12/01/01          0
    0413117029                           O            11/01/31
    0


    5886994          E22/G01             F          115,850.00         ZZ
                                         360        115,850.00          1
                                       8.625            901.07        103
                                       8.125            901.07
    CEDAR HILL       TX   75104          1            10/10/01         23
    0413137258                           05           12/01/01          0
    0413137258                           O            11/01/31
    0


    5886996          E22/G01             F          137,750.00         ZZ
                                         360        137,750.00          1
                                       9.000          1,108.37         95
                                       8.750          1,108.37
    OXFORD           MI   48359          1            10/10/01         23
    0413139659                           05           12/01/01          0
    0413139569                           N            11/01/31
    0


    5910508          E22/G01             F           99,750.00         ZZ
                                         360         99,750.00          1
                                       9.000            802.61         95
                                       8.750            802.61
    EASTPOINTE       MI   48021          1            10/11/01         23
    0413048588                           05           12/01/01          0
    0413048588                           N            11/01/31
    0


    5910542          E22/G01             F           49,400.00         ZZ
                                         360         49,400.00          1
                                       9.000            397.48         95
                                       8.750            397.48
    SOUTH BEND       IN   46615          1            10/11/01         23
    0413066747                           05           12/01/01          0
    0413066747                           N            11/01/31
    0


    5910556          E22/G01             F          115,000.00         ZZ
                                         360        115,000.00          1
                                       8.250            863.96        107
                                       7.750            863.96
    SACRAMENTO       CA   95828          1            10/01/01         23
    0413073255                           05           12/01/01          0
1


    0413073255                           O            11/01/31
    0


    5910594          E22/G01             F          148,500.00         ZZ
                                         360        148,500.00          1
                                       8.000          1,089.64         99
                                       7.750          1,089.64
    WEST JORDAN      UT   84084          9            10/05/01         23
    0413085291                           05           12/01/01          0
    0413085291                           O            11/01/31
    0


    5910604          E22/G01             F           56,135.00         ZZ
                                         360         56,135.00          1
                                       9.250            461.81        103
                                       8.750            461.81
    NEW PORT RICHEY  FL   34653          1            10/11/01         23
    0413092297                           01           12/01/01          0
    0413092297                           O            11/01/31
    0


    5910622          E22/G01             F          149,800.00         ZZ
                                         360        149,800.00          1
                                       8.750          1,178.48        100
                                       8.500          1,178.48
    SPOKANE          WA   99208          1            10/04/01         23
    0413097494                           05           12/01/01          0
    0413097494                           O            11/01/31
    0


    5910626          E22/G01             F           69,550.00         ZZ
                                         360         69,550.00          1
                                       8.500            534.78        107
                                       8.000            534.78
    HOLLYWOOD        FL   33023          1            10/11/01         23
    0413098864                           05           12/01/01          0
    0413098864                           O            11/01/31
    0


    5910638          E22/G01             F          103,200.00         ZZ
                                         360        103,200.00          1
                                       8.125            766.26        105
                                       7.875            766.26
    PARADISE         CA   95969          1            09/28/01         23
    0413103854                           05           12/01/01          0
    0413103854                           O            11/01/31
    0


1


    5910660          E22/G01             F           80,750.00         ZZ
                                         360         80,750.00          1
                                       8.500            620.90         95
                                       8.250            620.90
    CINCINNATI       OH   45219          1            10/11/01         23
    0413118134                           05           12/01/01          0
    0413118134                           N            11/01/31
    0


    5910668          E22/G01             F          174,843.00         ZZ
                                         360        174,843.00          1
                                       8.500          1,344.39        103
                                       8.000          1,344.39
    STOCKTON         CA   95210          1            10/05/01         23
    0413134537                           05           12/01/01          0
    0413134537                           O            11/01/31
    0


    5914262          B28/G01             F          245,000.00         ZZ
                                         360        244,888.69          1
                                       9.875          2,127.46        100
                                       9.625          2,127.46
    NORTH AURORA     IL   60542          2            09/24/01         23
    0433282258                           05           11/01/01          0
    0105020011                           O            10/01/31
    0


    5924700          624/G01             F          154,750.00         ZZ
                                         360        154,750.00          1
                                       8.250          1,162.59        100
                                       8.000          1,162.59
    SHELTON          WA   98584          1            10/03/01         23
    0433273927                           03           12/01/01          0
    81700115133F                         O            11/01/31
    0


    5935036          E22/G01             F          118,550.00         ZZ
                                         360        118,550.00          2
                                      10.375          1,073.36        100
                                       9.875          1,073.36
    LINDEN           MI   48451          1            10/12/01         23
    0413039900                           05           12/01/01          0
    0413039900                           O            11/01/31
    0


    5935040          E22/G01             F           94,160.00         ZZ
                                         360         94,160.00          1
                                       7.500            658.38        107
                                       7.000            658.38
1


    MIAMI            FL   33183          1            10/12/01         23
    0413042334                           01           12/01/01          0
    0413042334                           O            11/01/31
    0


    5935050          E22/G01             F           55,000.00         ZZ
                                         360         55,000.00          1
                                       9.125            447.50        100
                                       8.875            447.50
    LADSON           SC   29456          1            10/12/01         23
    0413051889                           05           12/01/01          0
    0413051889                           O            11/01/31
    0


    5935060          E22/G01             F           96,300.00         ZZ
                                         360         96,300.00          1
                                       8.500            740.46        107
                                       8.250            740.46
    OWINGS MILLS     MD   21117          1            10/12/01         23
    0413059205                           01           12/01/01          0
    0413059205                           O            11/01/31
    0


    5935078          E22/G01             F           84,460.00         ZZ
                                         360         84,460.00          1
                                       9.875            733.41        103
                                       9.375            733.41
    MIAMI            FL   33142          1            10/12/01         23
    0413072505                           05           12/01/01          0
    0413072505                           O            11/01/31
    0


    5935086          E22/G01             F          231,600.00         ZZ
                                         360        231,600.00          1
                                       8.750          1,822.00        100
                                       8.500          1,822.00
    CLACKAMAS        OR   97015          1            10/08/01         23
    0413077538                           05           12/01/01          0
    0413077538                           O            11/01/31
    0


    5935110          E22/G01             F          344,000.00         ZZ
                                         360        344,000.00          1
                                       7.500          2,405.30        106
                                       7.000          2,405.30
    SAN MARCOS       CA   92069          1            10/10/01         23
    0413087719                           03           12/01/01          0
    0413087719                           O            11/01/31
    0
1




    5935114          E22/G01             F          139,300.00         ZZ
                                         360        139,300.00          1
                                       8.000          1,022.13        105
                                       7.750          1,022.13
    SEDRO WOOLLEY    WA   98284          1            10/04/01         23
    0413091083                           03           12/01/01          0
    0413091083                           O            11/01/31
    0


    5935152          E22/G01             F          144,827.00         ZZ
                                         360        144,827.00          1
                                       9.000          1,165.31         95
                                       8.750          1,165.31
    LANCASTER        TX   75146          1            10/09/01         23
    0413106386                           05           12/01/01          0
    0413106386                           N            11/01/31
    0


    5935162          E22/G01             F          235,400.00         ZZ
                                         360        235,400.00          1
                                       7.875          1,706.81        107
                                       7.375          1,706.81
    CRAWFORDVILLE    FL   32327          5            10/08/01         23
    0413108242                           05           12/01/01          0
    0413108242                           O            11/01/31
    0


    5935164          E22/G01             F          150,000.00         ZZ
                                         360        150,000.00          1
                                       9.000          1,206.93        100
                                       8.750          1,206.93
    CLARKSTON        MI   48346          1            10/12/01         23
    0413110511                           05           12/01/01          0
    0413110511                           O            11/01/31
    0


    5935184          E22/G01             F          212,700.00         ZZ
                                         360        212,700.00          1
                                       7.875          1,542.22        104
                                       7.375          1,542.22
    AMARILLO         TX   79102          1            10/09/01         23
    0413118738                           05           12/01/01          0
    0413118738                           O            11/01/31
    0


    5935200          E22/G01             F          306,000.00         ZZ
                                         360        306,000.00          1
1


                                       9.125          2,489.72        100
                                       8.625          2,489.72
    BYRON            CA   94514          1            10/09/01         23
    0413130790                           05           12/01/01          0
    0413130790                           O            11/01/31
    0


    5935202          E22/G01             F          130,600.00         ZZ
                                         360        130,600.00          1
                                       8.875          1,039.11         95
                                       8.625          1,039.11
    BURTON           MI   48529          1            10/12/01         23
    0413130832                           05           12/01/01          0
    0413130832                           O            11/01/31
    0


    5935212          E22/G01             F           80,700.00         ZZ
                                         360         80,700.00          1
                                       8.250            606.27         95
                                       8.000            606.27
    NORTH HIGHLANDS  CA   95660          1            10/10/01         23
    0413145954                           05           12/01/01          0
    0413145954                           N            11/01/31
    0


    5938846          Q78/G01             F          112,350.00         ZZ
                                         360        112,350.00          1
                                       8.990            903.19        106
                                       8.740            903.19
    DALLAS           NC   28034          2            10/05/01         23
    0433268844                           05           12/01/01          0
    694923                               O            11/01/31
    0


    5958732          U05/G01             F          187,000.00         ZZ
                                         360        187,000.00          1
                                       9.000          1,504.64        100
                                       8.750          1,504.64
    CHICAGO          IL   60639          1            10/08/01         23
    0433282282                           05           12/01/01          0
    3167118                              O            11/01/31
    0


    5961372          E22/G01             F          185,000.00         ZZ
                                         360        185,000.00          1
                                       8.875          1,471.94        100
                                       8.625          1,471.94
    DORCHESTER       MA   02124          1            10/15/01         23
    0413059163                           05           12/01/01          0
1


    0413059163                           O            11/01/31
    0


    5961384          E22/G01             F           85,600.00         ZZ
                                         360         85,600.00          1
                                       8.625            665.79        107
                                       8.125            665.79
    GRAND ISLAND     NE   68803          2            10/10/01         23
    0413065921                           05           12/01/01          0
    0413065921                           O            11/01/31
    0


    5961408          E22/G01             F          129,900.00         ZZ
                                         360        129,900.00          1
                                      10.625          1,200.40         97
                                      10.125          1,200.40
    SOUTH HOLLAND    IL   60473          1            10/15/01         23
    0413078924                           05           12/01/01          0
    0413078924                           O            11/01/31
    0


    5961412          E22/G01             F           92,000.00         ZZ
                                         360         92,000.00          1
                                       8.250            691.17        107
                                       7.750            691.17
    SALEM            OR   97304          1            10/09/01         23
    0413080078                           05           12/01/01          0
    0413080078                           O            11/01/31
    0


    5961460          E22/G01             F           89,500.00         ZZ
                                         360         89,500.00          1
                                       8.625            696.12        100
                                       8.375            696.12
    HOUSTON          TX   77065          1            10/15/01         23
    0413099474                           03           12/01/01          0
    0413099474                           O            11/01/31
    0


    5961486          E22/G01             F           82,150.00         T
                                         360         82,150.00          1
                                       8.500            631.66         99
                                       8.250            631.66
    FLORENCE         AL   35630          1            10/15/01         23
    0413106931                           05           12/01/01          0
    0413106931                           O            11/01/31
    0


1


    5961500          E22/G01             F           80,750.00         ZZ
                                         360         80,750.00          1
                                       9.125            657.01         95
                                       8.875            657.01
    LAKELAND         FL   33813          1            10/15/01         23
    0413112988                           05           12/01/01          0
    0413112988                           O            11/01/31
    0


    5961502          E22/G01             F          152,440.00         ZZ
                                         360        152,440.00          1
                                      10.000          1,337.77        100
                                       9.750          1,337.77
    MIAMI            FL   33157          5            10/10/01         23
    0413113689                           05           12/01/01          0
    0413113689                           O            11/01/31
    0


    5961516          E22/G01             F          111,240.00         ZZ
                                         360        111,240.00          1
                                       8.000            816.24        103
                                       7.750            816.24
    ALBUQUERQUE      NM   87109          1            10/10/01         23
    0413116328                           05           12/01/01          0
    0413116328                           O            11/01/31
    0


    5961532          E22/G01             F          133,750.00         ZZ
                                         360        133,750.00          1
                                       8.750          1,052.21        107
                                       8.500          1,052.21
    KENNEWICK        WA   99336          5            10/05/01         23
    0413120916                           05           12/01/01          0
    0413120916                           O            11/01/31
    0


    5961536          E22/G01             F          199,700.00         ZZ
                                         360        199,700.00          1
                                       8.125          1,482.77        104
                                       7.625          1,482.77
    ELK GROVE        CA   95624          1            10/04/01         23
    0413121013                           05           12/01/01          0
    0413121013                           O            11/01/31
    0


    5961546          E22/G01             F          172,500.00         ZZ
                                         360        172,500.00          2
                                       8.000          1,265.74        105
                                       7.750          1,265.74
1


    FT LAUDERDALE    FL   33334          1            10/15/01         23
    0413124165                           05           12/01/01          0
    0413124165                           O            11/01/31
    0


    5961552          E22/G01             F           83,650.00         ZZ
                                         360         83,650.00          1
                                       8.625            650.62         99
                                       8.375            650.62
    FORT WAYNE       IN   46815          1            10/15/01         23
    0413124629                           05           12/01/01          0
    0413124629                           O            11/01/31
    0


    5961562          E22/G01             F          122,570.00         ZZ
                                         360        122,570.00          1
                                       8.875            975.22        103
                                       8.375            975.22
    LAKE WORTH       FL   33460          1            10/15/01         23
    0413132432                           05           12/01/01          0
    0413132432                           O            11/01/31
    0


    5961564          E22/G01             F          169,050.00         ZZ
                                         360        169,050.00          1
                                       8.250          1,270.02        107
                                       8.000          1,270.02
    SACRAMENTO       CA   95818          1            10/09/01         23
    0413133562                           05           12/01/01          0
    0413133562                           O            11/01/31
    0


    5961572          E22/G01             F          267,500.00         ZZ
                                         360        267,500.00          1
                                       8.125          1,986.18        107
                                       7.625          1,986.18
    ROSEBURG         OR   97470          1            10/10/01         23
    0413152208                           05           12/01/01          0
    0413152208                           O            11/01/31
    0


    5985990          E22/G01             F          115,360.00         ZZ
                                         360        115,360.00          1
                                       9.625            980.55        103
                                       9.125            980.55
    PROVO            UT   84601          1            10/05/01         23
    0413059445                           01           12/01/01          0
    0413059445                           O            11/01/31
    0
1




    5986024          E22/G01             F          220,180.00         T
                                         360        220,180.00          1
                                       8.000          1,615.60        104
                                       7.750          1,615.60
    PHOENIX          AZ   85040          1            10/09/01         23
    0413081670                           03           12/01/01          0
    0413081670                           O            11/01/31
    0


    5986026          E22/G01             F          113,200.00         ZZ
                                         360        113,200.00          1
                                       8.625            880.46        103
                                       8.125            880.46
    SACRAMENTO       CA   95815          1            10/11/01         23
    0413082249                           05           12/01/01          0
    0413082249                           O            11/01/31
    0


    5986054          E22/G01             F          182,150.00         ZZ
                                         360        182,150.00          1
                                      10.875          1,717.47         99
                                      10.375          1,717.47
    SANDY            UT   84092          1            10/10/01         23
    0413094277                           05           12/01/01          0
    0413094277                           O            11/01/31
    0


    5986068          E22/G01             F           41,000.00         ZZ
                                         360         41,000.00          1
                                       8.500            315.25         92
                                       8.250            315.25
    OMAHA            NE   68108          1            10/16/01         23
    0413100835                           05           12/01/01          0
    0413100835                           N            11/01/31
    0


    5986084          E22/G01             F          109,250.00         ZZ
                                         360        109,250.00          1
                                       8.750            859.47         95
                                       8.500            859.47
    SPRINGFIELD      OR   97477          1            10/11/01         23
    0413107244                           05           12/01/01          0
    0413107244                           O            11/01/31
    0


    5986092          E22/G01             F          185,800.00         ZZ
                                         360        185,800.00          1
1


                                       8.000          1,363.33        107
                                       7.500          1,363.33
    RENO             NV   89502          2            10/02/01         23
    0413112368                           03           12/01/01          0
    0413112368                           O            11/01/31
    0


    5986112          E22/G01             F          182,000.00         ZZ
                                         360        182,000.00          1
                                       9.000          1,464.41        100
                                       8.750          1,464.41
    BELLINGHAM       WA   98226          1            10/11/01         23
    0413123159                           05           12/01/01          0
    0413123159                           O            11/01/31
    0


    5986136          E22/G01             F          250,000.00         ZZ
                                         360        250,000.00          1
                                       8.625          1,944.47        100
                                       8.375          1,944.47
    FELTON           CA   95018          1            10/10/01         23
    0413129370                           05           12/01/01          0
    0413129370                           O            11/01/31
    0


    5986150          E22/G01             F           79,073.00         ZZ
                                         360         79,073.00          1
                                       8.500            608.00        107
                                       8.250            608.00
    PHILADELPHIA     PA   19149          1            10/16/01         23
    0413133224                           07           12/01/01          0
    0413133224                           O            11/01/31
    0


    5986162          E22/G01             F          208,200.00         ZZ
                                         360        208,200.00          1
                                       8.000          1,527.70        104
                                       7.500          1,527.70
    RIDGEFIELD       WA   98642          1            10/11/01         23
    0413142910                           05           12/01/01          0
    0413142910                           O            11/01/31
    0


    5986172          E22/G01             F           92,550.00         ZZ
                                         360         92,550.00          1
                                      11.000            881.38        103
                                      10.500            881.38
    EMPIRE           AL   35063          1            10/16/01         23
    0413145517                           05           12/01/01          0
1


    0413145517                           O            11/01/31
    0


    5986184          E22/G01             F          154,912.00         ZZ
                                         360        154,912.00          1
                                       7.750          1,109.81        103
                                       7.250          1,109.81
    TAMPA            FL   33625          1            10/16/01         23
    0413153446                           09           12/01/01          0
    0413153446                           O            11/01/31
    0


    6010846          E22/G01             F           99,900.00         ZZ
                                         360         99,900.00          1
                                      10.500            913.82        100
                                      10.000            913.82
    MOULTON          AL   35650          1            10/17/01         23
    0412530271                           05           12/01/01          0
    0412530271                           O            11/01/31
    0


    6010892          E22/G01             F          256,800.00         T
                                         360        256,800.00          1
                                       8.500          1,974.57        107
                                       8.250          1,974.57
    SANTEE           CA   92071          1            10/02/01         23
    0413030511                           05           12/01/01          0
    0413030511                           O            11/01/31
    0


    6010904          E22/G01             F          157,590.00         ZZ
                                         360        157,590.00          1
                                       9.500          1,325.10        103
                                       9.250          1,325.10
    ELLISVILLE       MO   63021          5            10/12/01         23
    0413044314                           05           12/01/01          0
    0413044314                           O            11/01/31
    0


    6010906          E22/G01             F           92,470.00         ZZ
                                         360         92,470.00          1
                                      11.375            906.91         99
                                      10.875            906.91
    CHEYENNE         WY   82001          1            10/17/01         23
    0413047556                           05           12/01/01          0
    0413047556                           O            11/01/31
    0


1


    6010934          E22/G01             F          125,000.00         ZZ
                                         360        125,000.00          1
                                      11.000          1,190.40        100
                                      10.750          1,190.40
    CORDOVA          TN   38018          5            10/12/01         23
    0413075623                           03           12/01/01          0
    0413075623                           O            11/01/31
    0


    6010936          E22/G01             F          139,050.00         ZZ
                                         360        139,050.00          1
                                       9.750          1,194.65        103
                                       9.500          1,194.65
    WESTMINSTER      CO   80031          5            10/12/01         23
    0413076241                           09           12/01/01          0
    0413076241                           O            11/01/31
    0


    6010954          E22/G01             F          295,000.00         ZZ
                                         360        295,000.00          1
                                       8.875          2,347.15        100
                                       8.625          2,347.15
    TRACY            CA   95376          1            10/05/01         23
    0413091240                           05           12/01/01          0
    0413091240                           O            11/01/31
    0


    6010978          E22/G01             F          237,000.00         ZZ
                                         360        237,000.00          1
                                       8.750          1,864.48        100
                                       8.250          1,864.48
    SANTEE           CA   92071          1            10/11/01         23
    0413106279                           05           12/01/01          0
    0413106279                           O            11/01/31
    0


    6010980          E22/G01             F           60,750.00         ZZ
                                         360         60,750.00          1
                                       7.375            419.59        103
                                       6.875            419.59
    MEMPHIS          TN   38128          2            10/12/01         23
    0413106626                           05           12/01/01          0
    0413106626                           O            11/01/31
    0


    6011004          E22/G01             F          375,000.00         ZZ
                                         360        375,000.00          1
                                       7.875          2,719.01        103
                                       7.625          2,719.01
1


    ROSEVILLE        CA   95661          1            10/11/01         23
    0413116708                           05           12/01/01          0
    0413116708                           O            11/01/31
    0


    6011020          E22/G01             F          275,500.00         ZZ
                                         360        275,500.00          1
                                       8.500          2,118.36         95
                                       8.250          2,118.36
    WALNUT CREEK     CA   94596          1            10/09/01         23
    0413123506                           01           12/01/01          0
    0413123506                           O            11/01/31
    0


    6011064          E22/G01             F           97,400.00         ZZ
                                         360         97,400.00          1
                                       8.000            714.69        106
                                       7.500            714.69
    WENATCHEE        WA   98801          1            10/12/01         23
    0413153834                           05           12/01/01          0
    0413153834                           O            11/01/31
    0


    6033970          E22/G01             F          153,000.00         ZZ
                                         360        153,000.00          1
                                       9.250          1,258.69        100
                                       9.000          1,258.69
    GOLDENDALE       WA   98620          1            10/16/01         23
    0413063900                           05           12/01/01          0
    0413063900                           O            11/01/31
    0


    6034026          E22/G01             F          299,600.00         ZZ
                                         360        299,600.00          1
                                       8.500          2,303.66        107
                                       8.250          2,303.66
    SEATTLE          WA   98117          1            10/15/01         23
    0413113671                           05           12/01/01          0
    0413113671                           O            11/01/31
    0


    6034074          E22/G01             F          181,000.00         ZZ
                                         360        181,000.00          1
                                       9.500          1,521.95        103
                                       9.000          1,521.95
    SALT LAKE CITY   UT   84116          1            10/16/01         23
    0413161050                           05           12/01/01          0
    0413161050                           O            11/01/31
    0
1




    6059552          E22/G01             F           71,993.00         ZZ
                                         360         71,993.00          1
                                       8.875            572.81        100
                                       8.375            572.81
    HIALEAH          FL   33012          1            10/19/01         23
    0412922114                           01           12/01/01          0
    0412922114                           O            11/01/31
    0


    6059598          E22/G01             F          162,640.00         ZZ
                                         360        162,640.00          1
                                       8.000          1,193.39        107
                                       7.750          1,193.39
    KEIZER           OR   97303          2            10/08/01         23
    0413052416                           05           12/01/01          0
    0413052416                           O            11/01/31
    0


    6059612          E22/G01             F           84,000.00         ZZ
                                         360         84,000.00          1
                                       8.000            616.36        105
                                       7.750            616.36
    IOWA             LA   70647          1            10/19/01         23
    0413064098                           05           12/01/01          0
    0413064098                           O            11/01/31
    0


    6059638          E22/G01             F           86,000.00         ZZ
                                         360         86,000.00          1
                                       9.000            691.98        100
                                       8.750            691.98
    PONTIAC          MI   48340          1            10/19/01         23
    0413084286                           05           12/01/01          0
    0413084286                           O            11/01/31
    0


    6059654          E22/G01             F          149,265.00         ZZ
                                         360        149,265.00          1
                                       7.875          1,082.27        107
                                       7.375          1,082.27
    PENSACOLA        FL   32506          1            10/19/01         23
    0413096231                           03           12/01/01          0
    0413096231                           O            11/01/31
    0


    6059670          E22/G01             F           94,350.00         ZZ
                                         360         94,350.00          1
1


                                       8.500            725.47        105
                                       8.250            725.47
    GAINES           MI   48436          1            10/19/01         23
    0413099672                           05           12/01/01          0
    0413099672                           O            11/01/31
    0


    6059672          E22/G01             F          348,250.00         ZZ
                                         360        348,250.00          1
                                       8.125          2,585.75        105
                                       7.625          2,585.75
    OAKLAND          CA   94605          1            10/05/01         23
    0413101809                           05           12/01/01          0
    0413101809                           O            11/01/31
    0


    6059674          E22/G01             F           96,400.00         ZZ
                                         360         96,400.00          1
                                       8.625            749.79        105
                                       8.375            749.79
    LAWRENCE         KS   66049          1            10/17/01         23
    0413102005                           05           12/01/01          0
    0413102005                           O            11/01/31
    0


    6059676          E22/G01             F          150,895.00         ZZ
                                         360        150,895.00          1
                                       9.125          1,227.73        103
                                       8.625          1,227.73
    RAYMORE          MO   64083          1            10/19/01         23
    0413102310                           03           12/01/01          0
    0413102310                           O            11/01/31
    0


    6059684          E22/G01             F           92,500.00         ZZ
                                         360         92,500.00          1
                                       9.000            744.28        100
                                       8.750            744.28
    REDFORD TOWNSHI  MI   48239          1            10/19/01         23
    0413105081                           05           12/01/01          0
    0413105081                           O            11/01/31
    0


    6059704          E22/G01             F          114,000.00         ZZ
                                         360        114,000.00          1
                                       8.000            836.49        102
                                       7.500            836.49
    VANCOUVER        WA   98685          1            10/17/01         23
    0413112715                           01           12/01/01          0
1


    0413112715                           O            11/01/31
    0


    6059732          E22/G01             F          128,250.00         ZZ
                                         360        128,250.00          1
                                       8.750          1,008.94         95
                                       8.500          1,008.94
    WESTLAND         MI   48186          1            10/19/01         23
    0413124900                           05           12/01/01          0
    0413124900                           N            11/01/31
    0


    6059762          E22/G01             F          300,000.00         ZZ
                                         360        300,000.00          1
                                       9.000          2,413.87        102
                                       8.750          2,413.87
    RENO             NV   89502          1            10/17/01         23
    0413141326                           05           12/01/01          0
    0413141326                           O            11/01/31
    0


    6059780          E22/G01             F          134,570.00         ZZ
                                         360        134,570.00          1
                                       8.250          1,010.98        103
                                       8.000          1,010.98
    EVANS            CO   80620          1            10/19/01         23
    0413148016                           05           12/01/01          0
    0413148016                           O            11/01/31
    0


    6059784          E22/G01             F          227,000.00         ZZ
                                         360        227,000.00          1
                                       7.500          1,587.22        105
                                       7.000          1,587.22
    CLOVIS           CA   93611          1            10/17/01         23
    0413154238                           05           12/01/01          0
    0413154238                           O            11/01/31
    0


    6083624          E22/G01             F          155,000.00         ZZ
                                         360        155,000.00          1
                                       8.250          1,164.46        107
                                       7.750          1,164.46
    ORTING           WA   98360          5            10/12/01         23
    0413036534                           03           12/01/01          0
    0413036534                           O            11/01/31
    0


1


    6083634          E22/G01             F           54,000.00         ZZ
                                         360         54,000.00          1
                                       8.375            410.44        103
                                       7.875            410.44
    MEMPHIS          TN   38108          1            10/22/01         23
    0413046517                           05           12/01/01          0
    0413046517                           O            11/01/31
    0


    6083642          E22/G01             F          182,300.00         ZZ
                                         360        182,300.00          1
                                       8.750          1,434.15        103
                                       8.500          1,434.15
    VICTOR           ID   83455          1            10/22/01         23
    0413049941                           03           12/01/01          0
    0413049941                           O            11/01/31
    0


    6083650          E22/G01             F          299,900.00         ZZ
                                         360        299,900.00          2
                                       8.250          2,253.05        100
                                       7.750          2,253.05
    KAILUA-KONA      HI   96740          1            10/15/01         23
    0413053323                           05           12/01/01          0
    0413053323                           O            11/01/31
    0


    6083688          E22/G01             F           61,250.00         ZZ
                                         360         61,250.00          1
                                       9.375            509.45        103
                                       9.125            509.45
    MERIDIAN         MS   39305          1            10/22/01         23
    0413077272                           05           12/01/01          0
    0413077272                           O            11/01/31
    0


    6083706          E22/G01             F          164,000.00         ZZ
                                         360        164,000.00          1
                                       7.500          1,146.71        106
                                       7.250          1,146.71
    CITRUS HEIGHTS   CA   95610          1            10/15/01         23
    0413080573                           09           12/01/01          0
    0413080573                           O            11/01/31
    0


    6083728          E22/G01             F          149,800.00         ZZ
                                         360        149,800.00          1
                                       8.250          1,125.40        107
                                       7.750          1,125.40
1


    OLYMPIA          WA   98513          2            10/16/01         23
    0413092941                           05           12/01/01          0
    0413092941                           O            11/01/31
    0


    6083736          E22/G01             F          129,650.00         ZZ
                                         360        129,650.00          1
                                       8.625          1,008.40         99
                                       8.375          1,008.40
    JACKSON          MI   49201          5            10/16/01         23
    0413096173                           05           12/01/01          0
    0413096173                           O            11/01/31
    0


    6083804          E22/G01             F           61,000.00         ZZ
                                         360         61,000.00          1
                                       8.500            469.04        100
                                       8.250            469.04
    TUSCUMBIA        AL   35674          1            10/22/01         23
    0413131673                           05           12/01/01          0
    0413131673                           O            11/01/31
    0


    6083806          E22/G01             F           78,900.00         ZZ
                                         360         78,900.00          1
                                       8.750            620.71        100
                                       8.250            620.71
    FT MYERS         FL   33908          1            10/22/01         23
    0413131947                           01           12/01/01          0
    0413131947                           O            11/01/31
    0


    6083822          E22/G01             F          235,086.00         ZZ
                                         360        235,086.00          1
                                       8.750          1,849.42        100
                                       8.500          1,849.42
    BRIGHTON         CO   80106          1            10/22/01         23
    0413137340                           03           12/01/01          0
    0413137340                           O            11/01/31
    0


    6083864          E22/G01             F          398,950.00         ZZ
                                         360        398,950.00          1
                                       8.250          2,997.18         99
                                       8.000          2,997.18
    FREMONT          CA   94538          1            10/16/01         23
    0413156274                           05           12/01/01          0
    0413156274                           O            11/01/31
    0
1




    6083876          E22/G01             F          187,600.00         ZZ
                                         360        187,600.00          1
                                       7.875          1,360.23        107
                                       7.375          1,360.23
    ROCKLIN          CA   95677          1            10/15/01         23
    0413159120                           05           12/01/01          0
    0413159120                           O            11/01/31
    0


    6083886          E22/G01             F          113,500.00         ZZ
                                         360        113,500.00          1
                                       8.125            842.73        100
                                       7.875            842.73
    NORTHPORT        AL   35475          1            10/22/01         23
    0413172552                           05           12/01/01          0
    0413172552                           O            11/01/31
    0


    6083888          E22/G01             F           75,905.00         ZZ
                                         360         75,905.00          1
                                       8.875            603.93         95
                                       8.625            603.93
    ST LOUIS         MO   63147          1            10/22/01         23
    0413174681                           05           12/01/01          0
    0413174681                           O            11/01/31
    0


    6083890          E22/G01             F          113,900.00         ZZ
                                         360        113,900.00          1
                                       8.750            896.05         95
                                       8.500            896.05
    ST CLOUD         MN   56301          1            10/22/01         23
    0413176090                           05           12/01/01          0
    0413176090                           N            11/01/31
    0


    6110920          E22/G01             F          173,100.00         ZZ
                                         360        173,100.00          1
                                       8.250          1,300.44        103
                                       8.000          1,300.44
    COVINGTON        LA   70433          2            10/18/01         23
    0413059569                           05           12/01/01          0
    0413059569                           O            11/01/31
    0


    6110970          E22/G01             F           53,550.00         ZZ
                                         360         53,550.00          1
1


                                       8.875            426.07        103
                                       8.625            426.07
    BANGOR TOWNSHIP  MI   48706          1            10/23/01         23
    0413102054                           05           12/01/01          0
    0413102054                           O            11/01/31
    0


    6110980          E22/G01             F          167,900.00         ZZ
                                         360        167,900.00          1
                                      10.500          1,535.85        100
                                      10.000          1,535.85
    ALLEN            TX   75002          1            10/23/01         23
    0413105693                           03           12/01/01          0
    0413105693                           O            11/01/31
    0


    6111010          E22/G01             F          110,000.00         ZZ
                                         360        110,000.00          2
                                       8.250            826.39        100
                                       7.750            826.39
    NORTH MIAMI      FL   33161          1            10/23/01         23
    0413126020                           05           12/01/01          0
    0413126020                           O            11/01/31
    0


    6111032          E22/G01             F          114,190.00         ZZ
                                         360        114,190.00          1
                                       9.000            918.80         95
                                       8.750            918.80
    PECULIAR         MO   64078          1            10/23/01         23
    0413137050                           05           12/01/01          0
    0413137050                           N            11/01/31
    0


    6111052          E22/G01             F          135,200.00         ZZ
                                         360        135,200.00          2
                                       8.375          1,027.62         99
                                       8.125          1,027.62
    CHICAGO          IL   60619          1            10/23/01         23
    0413146770                           05           12/01/01          0
    0413146770                           O            11/01/31
    0


    6111056          E22/G01             F           82,400.00         ZZ
                                         360         82,400.00          1
                                       8.250            619.04        103
                                       8.000            619.04
    AVENAL           CA   93204          2            10/12/01         23
    0413147422                           05           12/01/01          0
1


    0413147422                           O            11/01/31
    0


    6111076          E22/G01             F          118,845.00         ZZ
                                         360        118,845.00          1
                                       9.000            956.25         95
                                       8.750            956.25
    HARRISBURG       PA   17014          1            10/23/01         23
    0413157272                           05           12/01/01          0
    0413157272                           O            11/01/31
    0


    6111082          E22/G01             F          198,550.00         ZZ
                                         360        198,550.00          2
                                       9.000          1,597.58         95
                                       8.750          1,597.58
    CLIVE            IA   50325          1            10/23/01         23
    0413163106                           05           12/01/01          0
    0413163106                           N            11/01/31
    0


    6111088          E22/G01             F          182,970.00         ZZ
                                         360        182,970.00          1
                                       8.000          1,342.57        107
                                       7.750          1,342.57
    PEARLAND         TX   77084          1            10/23/01         23
    0413168121                           03           12/01/01          0
    0413168121                           O            11/01/31
    0


    6136544          E22/G01             F          156,045.00         ZZ
                                         360        156,045.00          1
                                       9.375          1,297.90        103
                                       9.125          1,297.90
    KIRKLAND         WA   98034          5            10/18/01         23
    0413075839                           01           12/01/01          0
    0413075839                           O            11/01/31
    0


    6136584          E22/G01             F          153,430.00         ZZ
                                         360        153,430.00          1
                                       8.625          1,193.36        100
                                       8.125          1,193.36
    TUALATIN         OR   97062          1            10/17/01         23
    0413095191                           01           12/01/01          0
    0413095191                           O            11/01/31
    0


1


    6136628          E22/G01             F          135,000.00         ZZ
                                         360        135,000.00          1
                                       8.750          1,062.05        100
                                       8.500          1,062.05
    SCOTTSDALE       AZ   85250          1            10/19/01         23
    0413117847                           05           12/01/01          0
    0413117847                           O            11/01/31
    0

   TOTAL NUMBER OF LOANS   :      1,846

   TOTAL ORIGINAL BALANCE  :   275,382,092.36

   TOTAL PRINCIPAL BALANCE :   275,000,239.58

   TOTAL ORIGINAL P+I      :     2,228,882.25

   TOTAL CURRENT P+I       :     2,228,882.25


                             ***************************
                             *      END OF REPORT      *
                             ***************************


                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF              )
                      : ss.:
COUNTY OF                    )

               [NAME OF OFFICER], being first duly sworn, deposes and says:

               1. That he is [Title of  Officer]  of [Name of Owner]  (record or
beneficial  owner of the Mortgage  Pass-Through  Certificates,  Series 2001-RZ4,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing  under  the  laws of [the  State  of  __________________]  [the  United
States], on behalf of which he makes this affidavit and agreement.

               2.  That the  Owner  (i) is not and  will not be a  "disqualified
organization" as of [date of transfer] within the meaning of Section  860E(e)(5)
of the  Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  (ii) will
endeavor  to remain  other than a  disqualified  organization  for so long as it
retains  its  ownership  interest  in the  Class R  Certificates,  and  (iii) is
acquiring  the Class R  Certificates  for its own  account or for the account of
another  Owner  from  which  it has  received  an  affidavit  and  agreement  in
substantially the same form as this affidavit and agreement.  (For this purpose,
a "disqualified  organization"  means the United States,  any state or political
subdivision  thereof,  any  agency or  instrumentality  of any of the  foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation,  a majority of whose
board of  directors  is not  selected  by any such  governmental  entity) or any
foreign government,  international organization or any agency or instrumentality
of such foreign  government  or  organization,  any rural  electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such  organization is subject
to the tax on unrelated business taxable income).

               3. That the Owner is aware (i) of the tax that  would be  imposed
on transfers of Class R Certificates  to  disqualified  organizations  under the
Code,  that  applies to all  transfers of Class R  Certificates  after March 31,
1988;  (ii) that such tax would be on the  transferor,  or, if such  transfer is
through an agent (which person  includes a broker,  nominee or middleman)  for a
disqualified organization,  on the agent; (iii) that the person otherwise liable
for the  tax  shall  be  relieved  of  liability  for the tax if the  transferee
furnishes to such person an affidavit  that the transferee is not a disqualified
organization  and,  at the time of  transfer,  such  person does not have actual
knowledge  that the affidavit is false;  and (iv) that the Class R  Certificates
may  be  "noneconomic   residual  interests"  within  the  meaning  of  Treasury
regulations  promulgated  pursuant  to the Code and  that  the  transferor  of a
noneconomic  residual interest will remain liable for any taxes due with respect
to the income on such residual  interest,  unless no significant  purpose of the
transfer was to impede the assessment or collection of tax.



                                             E-7

<PAGE>



               4. That the Owner is aware of the tax imposed on a  "pass-through
entity"  holding Class R Certificates  if at any time during the taxable year of
the pass-through  entity a disqualified  organization is the record holder of an
interest in such entity.  (For this purpose,  a "pass through entity" includes a
regulated  investment  company,  a real estate  investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

               5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee,  or the transferee's
agent,  delivers  to it an  affidavit  and  agreement,  among other  things,  in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees  that it will not  consummate  any such  transfer if it knows or believes
that any of the  representations  contained in such  affidavit and agreement are
false.

               6. That the Owner has reviewed the  restrictions set forth on the
face of the Class R Certificates  and the  provisions of Section  5.02(f) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular,  clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such  Certificates in
violation of Section 5.02(f)).  The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

               7. That the Owner  consents  to any  additional  restrictions  or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable  arrangement to ensure that the Class R  Certificates  will only be
owned,  directly  or  indirectly,  by  an  Owner  that  is  not  a  disqualified
organization.

               8.  The Owner's Taxpayer Identification Number is ______________.

               9.  This  affidavit  and  agreement  relates  only to the Class R
Certificates  held by the  Owner  and not to any  other  holder  of the  Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.

               10. That no purpose of the Owner  relating to the transfer of any
of the Class R Certificates  by the Owner is or will be to impede the assessment
or collection of any tax.

               11. That the Owner has no present  knowledge or expectation  that
it will be unable to pay any  United  States  taxes owed by it so long as any of
the Certificates remain outstanding. In this regard, the Owner hereby represents
to and  for  the  benefit  of the  person  from  whom it  acquired  the  Class R
Certificate  that the Owner  intends to pay taxes  associated  with holding such
Class R Certificate  as they become due, fully  understanding  that it may incur
tax  liabilities  in  excess  of  any  cash  flows  generated  by  the  Class  R
Certificate.

               12. That the Owner has no present  knowledge or expectation  that
it will become  insolvent or subject to a bankruptcy  proceeding  for so long as
any of the Class R Certificates remain outstanding.



                                            H-1-2

<PAGE>



               13. The Owner is a citizen or  resident of the United  States,  a
corporation,  partnership  or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includable in gross
income  for  United  States  federal  income  tax  purposes  regardless  of  its
connection with the conduct of a trade or business within the United States.

               14. The Owner hereby  certifies,  represents and warrants to, and
covenants  with the  Company,  the  Trustee  and the  Master  Servicer  that the
following  statements in (a) or (b) are accurate:  (a) The  Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee  Retirement  Income  Security
Act of 1974, as amended  ("ERISA") or other  retirement  arrangement,  including
individual  retirement  accounts and annuities,  Keogh plans and bank collective
investment  funds and insurance  company  general or separate  accounts in which
such plans,  accounts or arrangements  are invested,  that is subject to Section
406 of ERISA or Section 4975 of the  Internal  Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL")  regulation,  29
C.F.R.  ss.  2510.3-101  or  otherwise  under  ERISA,  and  (iii)  will  not  be
transferred  to any entity that is deemed to be investing in plan assets  within
the meaning of the DOL regulation,  29 C.F.R. ss.  2510.3-101 or otherwise under
ERISA; or

               (b) The purchase of Certificates is permissible  under applicable
law, will not constitute or result in any prohibited  transaction under ERISA or
Section  4975 of the Code,  will not  subject  the  Company,  the Trustee or the
Master Servicer to any obligation in addition to those undertaken in the Pooling
and Servicing  Agreement  and,  with respect to each source of funds  ("Source")
being used by the Purchaser to acquire the  Certificates,  each of the following
statements  are  accurate:  (a) the Purchaser is an insurance  company;  (b) the
Source is assets of the  Purchaser's  "general  account;" (c) the conditions set
forth in Sections I and III of Prohibited  Transaction Class Exemption  ("PTCE")
95-60  issued by the DOL have  been  satisfied  and the  purchase,  holding  and
transfer of  Certificates by or on behalf of the Purchaser are exempt under PTCE
95-60;  and (d) the amount of reserves and  liabilities for such general account
contracts  held by or on  behalf  of any  Plan do not  exceed  10% of the  total
reserves and  liabilities  of such  general  account plus surplus as of the date
hereof (for purposes of this clause,  all Plans  maintained by the same employer
(or affiliate thereof) or employee  organization are deemed to be a single Plan)
in connection with its purchase and holding of such Certificates; or

               (c) The Owner will  provide  the  Trustee,  the  Company  and the
Master  Servicer  with an  opinion  of  counsel  acceptable  to and in form  and
substance  satisfactory  to the Trustee,  the Company and the Master Servicer to
the effect that the purchase of  Certificates  is permissible  under  applicable
law, will not  constitute  or result in any  non-exempt  prohibited  transaction
under ERISA or Section  4975 of the Code and will not subject the  Trustee,  the
Company  or the  Master  Servicer  to any  obligation  or  liability  (including
obligations or liabilities  under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.

        In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Company,  the Trustee and the Master Servicer that the Owner
will not transfer such


                                            H-1-3

<PAGE>



Certificates  to any Plan or person  unless either such Plan or person meets the
requirements set forth in either (a), (b) or (c) above.

        Capitalized  terms used but not defined  herein  shall have the meanings
assigned in the Pooling and Servicing Agreement.


                                            H-1-4

<PAGE>



               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this ____ day of _______________, 200__.

                                            [NAME OF OWNER]


                                            By:
                                            [Name of Officer]
                                            [Title of Officer]
[Corporate Seal]

ATTEST:



[Assistant] Secretary



               Personally  appeared before me the above-named [Name of Officer],
known  or  proved  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed  the same as his free act and deed and the free act and deed of
the Owner.

               Subscribed and sworn before me this ____ day of ________________,
200__.




                                  NOTARY PUBLIC

                                            COUNTY  OF  STATE  OF My  Commission
                                            expires     the    ____    day    of
                                            _______________, 20__.


                                            H-1-5

<PAGE>



                                         EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE


                                                   __________________, 200__


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

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

Attention:  Residential Funding Corporation Series 2001-RZ4

               Re:    Mortgage Pass-Through Certificates,
                      Series 2001-RZ4, Class R

Ladies and Gentlemen:

               This letter is delivered to you in  connection  with the transfer
by        _______________________________        (the        "Seller")        to
_______________________________  (the  "Purchaser")  of  $_____________  Initial
Certificate  Principal  Balance of Mortgage  Pass-Through  Certificates,  Series
2001-RZ4, Class R (the "Certificates"),  pursuant to Section 5.02 of the Pooling
and Servicing  Agreement  (the "Pooling and Servicing  Agreement"),  dated as of
November 1, 2001 among Residential Asset Mortgage Products, Inc., as seller (the
"Company"),  Residential Funding Corporation,  as master servicer,  and JPMorgan
Chase Bank, as trustee (the "Trustee").  All terms used herein and not otherwise
defined  shall  have  the  meanings  set  forth  in the  Pooling  and  Servicing
Agreement.  The  Seller  hereby  certifies,  represents  and  warrants  to,  and
covenants with, the Company and the Trustee that:

     1. No purpose of the Seller  relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.

               2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master  Servicer a transfer  affidavit and agreement in the form
attached to the Pooling and Servicing  Agreement as Exhibit H-1. The Seller does
not know or believe that any representation contained therein is false.

     3.  The  Seller  has at the time of the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation, the Seller has



<PAGE>



determined that the Purchaser has historically paid its debts as they become due
and has found no  significant  evidence to indicate that the Purchaser  will not
continue  to pay  its  debts  as  they  become  due in the  future.  The  Seller
understands  that the transfer of a Class R Certificate may not be respected for
United  States income tax purposes (and the Seller may continue to be liable for
United States income taxes associated therewith) unless the Seller has conducted
such an investigation.

     4. The Seller has no actual  knowledge that the proposed  Transferee is not
both a United States Person and a Permitted Transferee.

                                                   Very truly yours,




                                                   (Seller)


                                                   By:
                                                   Name:
                                                   Title:



                                            H-2-2

<PAGE>



                                          EXHIBIT I

                     FORM OF INVESTOR REPRESENTATION LETTER

                                  ______________, 20__

Residential Asset Mortgage Products, Inc
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

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

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Attention:  Residential Funding Corporation Series 2001-RZ4

               Re:    Mortgage Pass-Through Certificates,
                      Series 2001-RZ4, Class SB

Ladies and Gentlemen:

               _________________________  (the "Purchaser")  intends to purchase
from   ___________________________   (the   "Seller")   $_____________   Initial
Certificate  Principal  Balance of Mortgage  Pass-Through  Certificates,  Series
2001-RZ4,  Class SB (the  "Certificates"),  issued  pursuant  to the Pooling and
Servicing  Agreement  (the  "Pooling  and  Servicing  Agreement"),  dated  as of
November 1, 2001 among Residential Asset Mortgage Products, Inc., as seller (the
"Company"),  Residential  Funding  Corporation,  as master servicer (the "Master
Servicer"), and JPMorgan Bank, as trustee (the "Trustee"). All terms used herein
and not  otherwise  defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that:

                      1. The  Purchaser  understands  that (a) the  Certificates
               have not been and will not be registered  or qualified  under the
               Securities  Act of 1933,  as  amended  (the  "Act")  or any state
               securities law, (b) the Company is not required to so register or
               qualify the Certificates, (c) the Certificates may be resold only
               if registered and qualified pursuant to the provisions of the Act
               or  any  state  securities  law,  or if an  exemption  from  such
               registration and qualification is available,  (d) the Pooling and
               Servicing Agreement contains restrictions



<PAGE>



               regarding   the  transfer  of  the   Certificates   and  (e)  the
               Certificates will bear a legend to the foregoing effect.

                      2. The Purchaser is acquiring the Certificates for its own
               account for investment only and not with a view to or for sale in
               connection with any distribution thereof in any manner that would
               violate the Act or any applicable state securities laws.

                      3.  The  Purchaser  is  (a) a  substantial,  sophisticated
               institutional  investor  having such  knowledge and experience in
               financial  and  business  matters,  and, in  particular,  in such
               matters related to securities  similar to the Certificates,  such
               that  it is  capable  of  evaluating  the  merits  and  risks  of
               investment  in the  Certificates,  (b) able to bear the  economic
               risks  of such an  investment  and (c) an  "accredited  investor"
               within the  meaning of Rule  501(a)  promulgated  pursuant to the
               Act.

                      4. The Purchaser has been  furnished  with, and has had an
               opportunity  to  review  (a) [a  copy  of the  Private  Placement
               Memorandum,  dated  ___________________,  20__,  relating  to the
               Certificates  (b)] a copy of the Pooling and Servicing  Agreement
               and [b] [c] such other  information  concerning the Certificates,
               the Mortgage  Loans and the Company as has been  requested by the
               Purchaser  from the  Company or the Seller and is relevant to the
               Purchaser's decision to purchase the Certificates.  The Purchaser
               has had any  questions  arising from such review  answered by the
               Company or the Seller to the  satisfaction of the Purchaser.  [If
               the Purchaser did not purchase the  Certificates  from the Seller
               in connection with the initial  distribution of the  Certificates
               and was provided with a copy of the Private Placement  Memorandum
               (the  "Memorandum")  relating to the original sale (the "Original
               Sale")  of  the  Certificates  by  the  Company,   the  Purchaser
               acknowledges  that  such  Memorandum  was  provided  to it by the
               Seller,  that the  Memorandum  was prepared by the Company solely
               for use in connection  with the Original Sale and the Company did
               not  participate  in or facilitate in any way the purchase of the
               Certificates by the Purchaser from the Seller,  and the Purchaser
               agrees  that it will  look  solely to the  Seller  and not to the
               Company with respect to any damage,  liability,  claim or expense
               arising out of, resulting from or in connection with (a) error or
               omission,  or  alleged  error  or  omission,   contained  in  the
               Memorandum, or (b) any information,  development or event arising
               after the date of the Memorandum.]

                      5.  The  Purchaser  has  not  and  will  not  nor  has  it
               authorized or will it authorize any person to (a) offer,  pledge,
               sell,  dispose of or  otherwise  transfer  any  Certificate,  any
               interest in any Certificate or any other similar  security to any
               person in any manner, (b) solicit any offer to buy or to accept a
               pledge,  disposition  of other transfer of any  Certificate,  any
               interest in any  Certificate  or any other similar  security from
               any person in any manner,  (c)  otherwise  approach or  negotiate
               with respect to any Certificate,  any interest in any Certificate
               or any


                                             I-2

<PAGE>



               other similar  security  with any person in any manner,  (d) make
               any general  solicitation  by means of general  advertising or in
               any other manner or (e) take any other action, that (as to any of
               (a) through (e) above)  would  constitute a  distribution  of any
               Certificate  under the Act, that would render the  disposition of
               any  Certificate a violation of Section 5 of the Act or any state
               securities   law,   or  that  would   require   registration   or
               qualification  pursuant  thereto.  The Purchaser will not sell or
               otherwise transfer any of the Certificates,  except in compliance
               with the provisions of the Pooling and Servicing Agreement.

               6. The Purchaser  hereby  certifies,  represents and warrants to,
               and  covenants  with the  Company,  the  Trustee  and the  Master
               Servicer that the following statements in (a) or (b) are correct:

                      (a) The Purchaser is not an employee benefit or other plan
               subject to the prohibited  transaction provisions of the Employee
               Retirement Income Security Act of 1974, as amended ("ERISA"),  or
               Section  4975 of the Internal  Revenue  Code of 1986,  as amended
               (the  "Code")  (a  "Plan"),  or any other  person  (including  an
               investment  manager,  a named fiduciary or a trustee of any Plan)
               acting,  directly or  indirectly,  on behalf of or purchasing any
               Certificate  with "plan assets" of any Plan within the meaning of
               the   Department  of  Labor  ("DOL")   regulation  at  29  C.F.R.
               ss.2510.3-101; or

                      (b) The Purchaser is an insurance  company;  the source of
               the funds being used by the Purchaser to acquire the Certificates
               is assets of the Purchaser's  "general  account";  the conditions
               set forth in Sections 1 and 3 of the Prohibited Transaction Class
               Exemption  ("PTCE")  95-60 issued by the DOL have been  satisfied
               and the purchase,  holding and transfer of  Certificates by or on
               behalf of the  Purchaser  are exempt  under PTCE  95-60;  and the
               amount of  reserves  and  liabilities  for such  general  account
               contracts  held by or on behalf of any Plan do not  exceed 10% of
               the total reserves and  liabilities of such general  account plus
               surplus as of the date hereof (for  purposes of this clause,  all
               Plans  maintained by the same employer (or affiliate  thereof) or
               employee  organization  are  deemed  to  be  a  single  Plan)  in
               connection with its purchase and holding of such Certificates; or

                      (c) has provided  the Trustee,  the Company and the Master
               Servicer with an opinion of counsel acceptable to and in form and
               substance satisfactory to the Trustee, the Company and the Master
               Servicer  to the effect  that the  purchase  of  Certificates  is
               permissible  under  applicable law, will not constitute or result
               in any non-exempt  prohibited  transaction under ERISA or Section
               4975 of the Code and will not subject the Trustee, the Company or
               the Master  Servicer to any  obligation  or liability  (including
               obligations  or  liabilities  under ERISA or Section  4975 of the
               Code)  in  addition  to  those  undertaken  in  the  Pooling  and
               Servicing Agreement.



                                             I-3

<PAGE>




               In addition,  the  Purchaser  hereby  certifies,  represents  and
warrants  to, and  covenants  with,  the  Company,  the  Trustee  and the Master
Servicer that the Purchaser will not transfer such  Certificates  to any Plan or
person  unless  either such Plan or person meets the  requirements  set forth in
either (a), (b) or (c) above.


                                                   Very truly yours,


                                                   (Purchaser)

                                                   By:
                                                   Name:
                                                   Title:


                                             I-4

<PAGE>



                                          EXHIBIT J

                    FORM OF TRANSFEROR REPRESENTATION LETTER




                                           , 20


Residential Asset Mortgage Products, Inc
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

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

Attention: Residential Funding Corporation Series 2001-RZ4

               Re:    Mortgage Pass-Through Certificates,
                      Series 2001-RZ4, [Class SB]

Ladies and Gentlemen:

               In   connection   with  the  sale  by  (the   "Seller")  to  (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 2001-RZ4, Class SB (the "Certificates"), issued pursuant to
the Pooling and Servicing  Agreement  (the  "Pooling and Servicing  Agreement"),
dated as of November 1, 2001 among Residential Asset Mortgage Products, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
JPMorgan  Bank,  as  trustee  (the  "Trustee").  The  Seller  hereby  certifies,
represents  and warrants  to, and  covenants  with,  the Company and the Trustee
that:

               Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require registration or qualification



<PAGE>



pursuant  thereto.  The  Seller  will not act,  in any  manner  set forth in the
foregoing sentence with respect to any Certificate.  The Seller has not and will
not sell or otherwise  transfer any of the  Certificates,  except in  compliance
with the provisions of the Pooling and Servicing Agreement.

                                  Very truly yours,


                                  (Seller)



                                  By:
                                  Name:
                                  Title:


                                             J-2

<PAGE>



                                    EXHIBIT K

                   TEXT OF AMENDMENT TO POOLING AND SERVICING
                  AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
                                LIMITED GUARANTY


                                   ARTICLE XII

             Subordinate Certificate Loss Coverage; Limited Guaranty

               Section 12.01.  Subordinate  Certificate  Loss Coverage;  Limited
Guaranty.  (a) Subject to subsection (c) below,  prior to the later of the third
Business Day prior to each Distribution Date or the related  Determination Date,
the  Master  Servicer  shall  determine  whether it or any  Subservicer  will be
entitled to any  reimbursement  pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer  Advances  previously made,  (which will not be
Advances or  Subservicer  Advances that were made with respect to  delinquencies
which were  subsequently  determined to be Excess Special Hazard Losses,  Excess
Fraud Losses,  Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or  Subservicer  Advances  reimbursed  pursuant to
Section  4.02(a),  to the extent such Advances or Subservicer  Advances have not
been included in the amount of the Realized Loss in the related  Mortgage  Loan,
and shall  distribute  the same to the Class SB  Certificateholders  in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).

               (b) Subject to  subsection  (c) below,  prior to the later of the
third Business Day prior to each Distribution Date or the related  Determination
Date, the Master  Servicer shall  determine  whether any Realized  Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class SB Certificates on such
Distribution  Date  pursuant to Section  4.05,  and, if so, the Master  Servicer
shall demand  payment from  Residential  Funding of the amount of such  Realized
Loss and shall  distribute  the same to the Class SB  Certificateholders  in the
same  manner  as if such  amount  were to be  distributed  pursuant  to  Section
4.02(a);  provided,  however,  that the amount of such  demand in respect of any
Distribution  Date  shall  in no  event  be  greater  than  the  sum of (i)  the
additional amount of Accrued Certificate  Interest that would have been paid for
the Class SB Certificateholders on such Distribution Date had such Realized Loss
or Losses not occurred plus (ii) the amount of the reduction in the  Certificate
Principal Balances of the Class SB Certificates on such Distribution Date due to
such Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the  Certificateholders  for  purposes  of
Section  4.05.  Excess  Special  Hazard  Losses,  Excess  Fraud  Losses,  Excess
Bankruptcy   Losses  and   Extraordinary   Losses  allocated  to  the  Class  SB
Certificates will not be covered by the Subordinate Certificate Loss Obligation.

               (c) Demands for payments  pursuant to this Section  shall be made
prior to the later of the third Business Day prior to each  Distribution Date or
the  related  Determination  Date by the Master  Servicer  with  written  notice
thereof to the Trustee. The maximum amount that



<PAGE>



Residential  Funding  shall be required to pay  pursuant to this  Section on any
Distribution  Date (the "Amount  Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous  payments made under  subsections  (a) and (b)
hereof  and (ii) all  draws  under  the  Limited  Guaranty  made in lieu of such
payments  as  described  below in  subsection  (d) and (Y) the then  outstanding
Certificate  Principal  Balances  of the Class SB  Certificates,  or such  lower
amount as may be established  pursuant to Section 12.02.  Residential  Funding's
obligations  as  described  in  this  Section  are  referred  to  herein  as the
"Subordinate Certificate Loss Obligation."

               (d) The Trustee will promptly  notify General  Motors  Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and  shall  demand  payment  pursuant  to the  limited  guaranty  (the  "Limited
Guaranty"),  executed by General Motors Acceptance  Corporation,  of Residential
Funding's  obligation  to make payments  pursuant to this Section,  in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by  delivering to General  Motors  Acceptance  Corporation a written  demand for
payment by wire  transfer,  not later than the second  Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.

               (e) All payments  made by  Residential  Funding  pursuant to this
Section or amounts paid under the Limited  Guaranty shall be deposited  directly
in the Certificate  Account,  for distribution on the Distribution Date for such
month to the Class SB Certificateholders.

               (f) The Company shall have the option, in its sole discretion, to
substitute  for  either  or  both of the  Limited  Guaranty  or the  Subordinate
Certificate  Loss  Obligation  another  instrument  in the  form of a  corporate
guaranty,  an irrevocable  letter of credit, a surety bond,  insurance policy or
similar  instrument  or a reserve fund;  provided  that (i) the Company  obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such  substitute  corporate  guaranty,  irrevocable  letter of credit,
surety bond,  insurance  policy or similar  instrument  or reserve fund will not
cause  either (a) any  federal  tax to be imposed on the Trust  Fund,  including
without limitation,  any federal tax imposed on "prohibited  transactions" under
Section  860(F)(a)(1) of the Code or on  "contributions  after the startup date"
under Section  860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any  Certificate  is  outstanding,  and (ii) no such
substitution  shall  be made  unless  (A) the  substitute  Limited  Guaranty  or
Subordinate  Certificate  Loss Obligation is for an initial amount not less than
the then  current  Amount  Available  and  contains  provisions  that are in all
material  respects  equivalent to the original  Limited  Guaranty or Subordinate
Certificate   Loss   Obligation   (including   that  no  portion  of  the  fees,
reimbursements  or other  obligations under any such instrument will be borne by
the Trust  Fund),  (B) the long  term debt  obligations  of any  obligor  of any
substitute  Limited Guaranty or Subordinate  Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation  as of the date of  issuance  of the  Limited  Guaranty  and (b) the
rating  of  the  long  term  debt  obligations  of  General  Motors   Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class SB Certificates at the request of the Company that such substitution shall
not lower the rating on the Class SB


                                             K-2

<PAGE>



Certificates  below the lesser of (a) the  then-current  rating  assigned to the
Class SB Certificates by such rating agency and (b) the original rating assigned
to the Class SB  Certificates  by such rating  agency.  Any  replacement  of the
Limited  Guaranty or Subordinate  Certificate  Loss Obligation  pursuant to this
Section shall be accompanied  by a written  Opinion of Counsel to the substitute
guarantor  or obligor,  addressed to the Master  Servicer and the Trustee,  that
such substitute instrument  constitutes a legal, valid and binding obligation of
the substitute  guarantor or obligor,  enforceable in accordance with its terms,
and concerning  such other matters as the Master  Servicer and the Trustee shall
reasonably  request.  Neither the Company,  the Master  Servicer nor the Trustee
shall be  obligated  to  substitute  for or  replace  the  Limited  Guaranty  or
Subordinate Certificate Loss Obligation under any circumstance.

               Section  12.02.  Amendments  Relating  to the  Limited  Guaranty.
Notwithstanding  Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended,  superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended,  reduced or canceled,  and (iii) any
other  provision of this Agreement which is related or incidental to the matters
described  in this  Article  XII may be amended in any  manner;  in each case by
written  instrument  executed or  consented  to by the  Company and  Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master  Servicer or the Trustee being required  unless any such amendment
would impose any  additional  obligation on, or otherwise  adversely  affect the
interests of, the Master Servicer or the Trustee,  as applicable;  provided that
the Company shall also obtain a letter from each  nationally  recognized  credit
rating agency that rated the Class SB Certificates at the request of the Company
to the effect that such amendment,  reduction, deletion or cancellation will not
lower  the  rating  on the Class SB  Certificates  below  the  lesser of (a) the
then-current  rating assigned to the Class SB Certificates by such rating agency
and (b) the original rating assigned to the Class SB Certificates by such rating
agency,  unless  (A)  the  Holder  of  100%  of the  Class  SB  Certificates  is
Residential  Funding  or an  Affiliate  of  Residential  Funding,  or  (B)  such
amendment,  reduction,  deletion  or  cancellation  is made in  accordance  with
Section 11.01(e) and,  provided further that the Company obtains (subject to the
provisions of Section  10.01(f) as if the Company was substituted for the Master
Servicer solely for the purposes of such  provision),  in the case of a material
amendment or supersession (but not a reduction,  cancellation or deletion of the
Limited Guaranty or the Subordinate Certificate Loss Obligation),  an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
any such amendment or supersession  will not cause either (a) any federal tax to
be imposed on the Trust  Fund,  including  without  limitation,  any federal tax
imposed on "prohibited  transactions" under Section 860F(a)(1) of the Code or on
"contributions  after the startup date" under Section  860G(d)(1) of the Code or
(b) the  Trust  Fund to  fail  to  qualify  as a  REMIC  at any  time  that  any
Certificate is outstanding.  A copy of any such instrument  shall be provided to
the Trustee and the Master  Servicer  together  with an Opinion of Counsel  that
such amendment complies with this Section 12.02.


                                             K-3

<PAGE>



                                          EXHIBIT L

                            FORM OF LIMITED GUARANTY

                           RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

                       Mortgage Pass-Through Certificates
                                 Series 2001-RZ4


                                                      , 200__


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

Attention:  Residential Funding Corporation Series 2001-RZ4

Ladies and Gentlemen:

               WHEREAS,  Residential Funding Corporation, a Delaware corporation
("Residential  Funding"),  an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation,  a New York corporation ("GMAC"), plans to incur certain
obligations  as  described  under  Section  12.01 of the Pooling  and  Servicing
Agreement  dated as of  November  1, 2001  (the  "Servicing  Agreement"),  among
Residential Asset Mortgage Products,  Inc. (the "Company"),  Residential Funding
and Bank One,  National  Association (the "Trustee") as amended by Amendment No.
___  thereto,  dated as of ________,  with respect to the Mortgage  Pass-Through
Certificates, Series 2001-RZ4 (the "Certificates"); and

               WHEREAS,  pursuant to Section 12.01 of the  Servicing  Agreement,
Residential  Funding  agrees to make  payments  to the  Holders  of the Class SB
Certificates  with respect to certain  losses on the Mortgage Loans as described
in the Servicing Agreement; and

               WHEREAS,  GMAC desires to provide certain assurances with respect
to the ability of Residential  Funding to secure sufficient funds and faithfully
to perform its Subordinate Certificate Loss Obligation;

               NOW THEREFORE,  in consideration of the premises herein contained
and  certain  other good and  valuable  consideration,  the  receipt of which is
hereby acknowledged, GMAC agrees as follows:

     1.  Provision of Funds.  (a) GMAC agrees to  contribute  and deposit in the
Certificate  Account on behalf of Residential  Funding (or otherwise  provide to
Residential  Funding, or to cause to be made available to Residential  Funding),
either  directly  or  through a  subsidiary,  in any case  prior to the  related
Distribution Date, such moneys as may be required



<PAGE>



by Residential  Funding to perform its Subordinate  Certificate  Loss Obligation
when and as the same  arises from time to time upon the demand of the Trustee in
accordance with Section 12.01 of the Servicing Agreement.

               (b) The agreement set forth in the preceding  clause (a) shall be
absolute,  irrevocable  and  unconditional  and  shall  not be  affected  by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential  Funding,  by any  insolvency,  bankruptcy,  dissolution or other
proceeding affecting  Residential Funding or any other person, by any defense or
right of  counterclaim,  set-off  or  recoupment  that  GMAC  may  have  against
Residential  Funding or any other  person or by any other fact or  circumstance.
Notwithstanding  the  foregoing,  GMAC's  obligations  under  clause  (a)  shall
terminate  upon  the  earlier  of (x)  substitution  for this  Limited  Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement,  or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.

               2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential  Funding,  the Trustee or any other person in asserting or enforcing
any  rights or in making  any  claims or demands  hereunder.  Any  defective  or
partial  exercise of any such  rights  shall not  preclude  any other or further
exercise  of  that  or  any  other  such  right.  GMAC  further  waives  demand,
presentment,  notice of default,  protest,  notice of  acceptance  and any other
notices with respect to this Limited Guaranty,  including,  without  limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.

               3. Modification, Amendment and Termination. This Limited Guaranty
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing  Agreement.  The  obligations of GMAC under
this  Limited  Guaranty  shall  continue  and  remain  in  effect so long as the
Servicing  Agreement is not modified or amended in any way that might affect the
obligations  of GMAC under  this  Limited  Guaranty  without  the prior  written
consent of GMAC.

     4. Successor.  Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.

     5.  Governing  Law. This Limited  Guaranty shall be governed by the laws of
the State of New York.

     6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty  shall be delivered to the Trustee in connection  with the execution of
Amendment  No. 1 to the  Servicing  Agreement  and GMAC  hereby  authorizes  the
Company  and the  Trustee  to rely on the  covenants  and  agreements  set forth
herein.

     7.  Definitions.  Capitalized  terms used but not otherwise  defined herein
shall have the meaning given them in the Servicing Agreement.



                                             L-2

<PAGE>



     8.  Counterparts.  This  Limited  Guaranty may be executed in any number of
counterparts,  each  of  which  shall  be  deemed  to be an  original  and  such
counterparts shall constitute but one and the same instrument.

               IN WITNESS  WHEREOF,  GMAC has caused this Limited Guaranty to be
executed and delivered by its respective  officers  thereunto duly authorized as
of the day and year first above written.

                                            GENERAL MOTORS ACCEPTANCE
                                                CORPORATION


                                            By:
                                            Name:
                                            Title:


Acknowledged by:

JPMORGAN BANK,
  as Trustee


By:
Name:
Title:


RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.


By:
Name:
Title:


                                             L-3

<PAGE>



                                          EXHIBIT M

                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                                                   __________________, 20____

Residential Funding Mortgage
  Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

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

Attention:  Residential Funding Corporation Series 2001-RZ4

               Re:    Mortgage Pass-Through Certificates, Series 2001-RZ4
                      Assignment of Mortgage Loan


Ladies and Gentlemen:

               This letter is delivered to you in connection with the assignment
by _________________ (the "Trustee") to  _______________________  (the "Lender")
of  _______________  (the "Mortgage  Loan")  pursuant to Section  3.13(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of November 1, 2001 among  Residential  Asset  Mortgage  Products,  Inc.,  as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
the  Trustee.  All terms used herein and not  otherwise  defined  shall have the
meanings set forth in the Pooling and  Servicing  Agreement.  The Lender  hereby
certifies,  represents and warrants to, and covenants  with, the Master Servicer
and the Trustee that:

          (i) the Mortgage  Loan is secured by Mortgaged  Property  located in a
jurisdiction  in which an  assignment  in lieu of  satisfaction  is  required to
preserve lien priority,  minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;

         (ii) the  substance  of the  assignment  is, and is  intended  to be, a
refinancing  of such Mortgage Loan and the form of the  transaction is solely to
comply with, or facilitate the transaction under, such local laws;




<PAGE>



        (iii) the  Mortgage  Loan  following  the  proposed  assignment  will be
modified  to have a rate of interest  at least 0.25  percent  below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and

     (iv) such  assignment  is at the request of the borrower  under the related
Mortgage Loan.

                                            Very truly yours,



                                    (Lender)

                                            By:
                                            Name:
                                            Title:



                                             M-2

<PAGE>



                                          EXHIBIT N

                   FORM OF RULE 144A INVESTMENT REPRESENTATION


                    Description of Rule 144A Securities, including numbers:
                        _______________________________________________
                        _______________________________________________
                        _______________________________________________
                        _______________________________________________


               The  undersigned  seller,  as registered  holder (the  "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

               1. In connection  with such  transfer and in accordance  with the
agreements  pursuant to which the Rule 144A Securities  were issued,  the Seller
hereby  certifies the following  facts:  Neither the Seller nor anyone acting on
its behalf has offered, transferred,  pledged, sold or otherwise disposed of the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar security to, or solicited any offer to buy or accept a transfer,  pledge
or other disposition of the Rule 144A Securities,  any interest in the Rule 144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

               2. The Buyer warrants and represents to, and covenants  with, the
Seller,  the  Trustee  and the Master  Servicer  (as  defined in the Pooling and
Servicing  Agreement  (the  "Agreement"),  dated as of  November  1, 2001  among
Residential Funding  Corporation as Master Servicer,  Residential Asset Mortgage
Products,  Inc. as  depositor  pursuant  to Section  5.02 of the  Agreement  and
JPMorgan Chase Bank, as trustee, as follows:

                      a. The Buyer  understands  that the Rule  144A  Securities
        have not been  registered  under the 1933 Act or the securities  laws of
        any state.

                      b. The Buyer considers itself a substantial, sophisticated
        institutional investor having such knowledge and experience in financial
        and  business  matters that it is capable of  evaluating  the merits and
        risks of investment in the Rule 144A Securities.

                      c. The  Buyer  has  been  furnished  with all  information
        regarding  the  Rule  144A  Securities  that it has  requested  from the
        Seller, the Trustee or the Servicer.



<PAGE>




                      d.  Neither the Buyer nor anyone  acting on its behalf has
        offered,  transferred,  pledged,  sold or otherwise disposed of the Rule
        144A  Securities,  any interest in the Rule 144A Securities or any other
        similar security to, or solicited any offer to buy or accept a transfer,
        pledge or other disposition of the Rule 144A Securities, any interest in
        the  Rule  144A  Securities  or any  other  similar  security  from,  or
        otherwise  approached  or  negotiated  with  respect  to the  Rule  144A
        Securities,  any  interest  in the Rule  144A  Securities  or any  other
        similar  security  with,  any person in any manner,  or made any general
        solicitation by means of general  advertising or in any other manner, or
        taken any other action, that would constitute a distribution of the Rule
        144A Securities  under the 1933 Act or that would render the disposition
        of the Rule 144A  Securities a violation of Section 5 of the 1933 Act or
        require  registration  pursuant  thereto,  nor  will it act,  nor has it
        authorized  or will it authorize  any person to act, in such manner with
        respect to the Rule 144A Securities.

                      e. The Buyer is a "qualified  institutional buyer" as that
        term is defined in Rule 144A under the 1933 Act and has completed either
        of the forms of  certification to that effect attached hereto as Annex 1
        or  Annex 2. The  Buyer  is aware  that the sale to it is being  made in
        reliance on Rule 144A.  The Buyer is acquiring the Rule 144A  Securities
        for its own  account or the  accounts of other  qualified  institutional
        buyers,  understands  that  such  Rule 144A  Securities  may be  resold,
        pledged or transferred only (i) to a person reasonably  believed to be a
        qualified  institutional buyer that purchases for its own account or for
        the account of a qualified  institutional  buyer to whom notice is given
        that the  resale,  pledge or  transfer is being made in reliance on Rule
        144A, or (ii) pursuant to another exemption from registration  under the
        1933 Act.

               3.     The Buyer

                      a. is not an employee benefit or other plan subject to the
        prohibited  transaction  provisions  of the Employee  Retirement  Income
        Security  Act of 1974,  as amended  ("ERISA"),  or  Section  4975 of the
        Internal  Revenue Code of 1986,  as amended (the "Code") (a "Plan"),  or
        any other person (including an investment  manager, a named fiduciary or
        a trustee of any Plan) acting,  directly or indirectly,  on behalf of or
        purchasing any Certificate with "plan assets" of any Plan; or

                      b. is an insurance company, the source of funds to be used
        by it to purchase the  Certificates  is an  "insurance  company  general
        account"   (within  the  meaning  of  Department  of  Labor   Prohibited
        Transaction Class Exemption  ("PTCE") 95-60),  and the purchase is being
        made in reliance upon the  availability of the exemptive relief afforded
        under Section III of PTCE 95-60.

               4. This document may be executed in one or more  counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same document.



                                             N-2

<PAGE>




               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.


Print Name of Seller                               Print Name of Buyer


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

Taxpayer Identification:                           Taxpayer Identification:

No.                                                No.

Date:                                              Date:






                                             N-3

<PAGE>



                              ANNEX 1 TO EXHIBIT N


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

       The undersigned  hereby  certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

           1. As  indicated  below,  the  undersigned  is the  President,  Chief
Financial  Officer,  Senior Vice  President  or other  executive  officer of the
Buyer.

           2.  In  connection  with  purchases  by the  Buyer,  the  Buyer  is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis  $______________________  in securities (except for the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.

    ___    Corporation,  etc.  The Buyer is a  corporation  (other  than a bank,
           savings and loan association or similar  institution),  Massachusetts
           or similar business trust,  partnership,  or charitable  organization
           described in Section 501(c)(3) of the Internal Revenue Code.

    ___    Bank.  The  Buyer  (a) is a  national  bank  or  banking  institution
           organized  under the laws of any State,  territory or the District of
           Columbia,  the business of which is substantially confined to banking
           and is supervised by the State or territorial  banking  commission or
           similar official or is a foreign bank or equivalent institution,  and
           (b) has an audited net worth of at least  $25,000,000 as demonstrated
           in its  latest  annual  financial  statements,  a copy  of  which  is
           attached hereto.


                                             N-4

<PAGE>



    ___    Savings and Loan.  The Buyer (a) is a savings  and loan  association,
           building   and  loan   association,   cooperative   bank,   homestead
           association or similar institution,  which is supervised and examined
           by a State or  Federal  authority  having  supervision  over any such
           institutions  or  is  a  foreign  savings  and  loan  association  or
           equivalent  institution  and (b) has an audited net worth of at least
           $25,000,000   as   demonstrated   in  its  latest  annual   financial
           statements.

     ___  Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
          of the Securities Exchange Act of 1934.

    ___    Insurance  Company.  The Buyer is an insurance  company whose primary
           and predominant  business activity is the writing of insurance or the
           reinsuring of risks underwritten by insurance  companies and which is
           subject to  supervision  by the insurance  commissioner  or a similar
           official  or  agency  of a State  or  territory  or the  District  of
           Columbia.

    ___    State or Local Plan. The Buyer is a plan  established  and maintained
           by  a  State,   its   political   subdivisions,   or  any  agency  or
           instrumentality of the State or its political  subdivisions,  for the
           benefit of its employees.

    ___    ERISA Plan. The Buyer is an employee  benefit plan within the meaning
           of Title I of the Employee Retirement Income Security Act of 1974.

     ___  Investment  Adviser.  The Buyer is an  investment  adviser  registered
          under the Investment Advisers Act of 1940.

     ___  SBIC. The Buyer is a Small Business Investment Company licensed by the
          U.S. Small Business  Administration under Section 301(c) or (d) of the
          Small Business Investment Act of 1958.

     ___  Business  Development  Company.  The Buyer is a  business  development
          company as defined in Section  202(a)(22) of the  Investment  Advisers
          Act of 1940.

    ___    Trust  Fund.  The Buyer is a trust  fund  whose  trustee is a bank or
           trust  company  and  whose  participants  are  exclusively  (a) plans
           established and maintained by a State, its political subdivisions, or
           any  agency  or   instrumentality  of  the  State  or  its  political
           subdivisions,  for the  benefit  of its  employees,  or (b)  employee
           benefit  plans  within  the  meaning  of  Title  I  of  the  Employee
           Retirement  Income Security Act of 1974, but is not a trust fund that
           includes as participants  individual  retirement  accounts or H.R. 10
           plans.

           3.  The  term  "securities"  as used  herein  does  not  include  (i)
securities of issuers that are affiliated  with the Buyer,  (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer,  (iii) bank  deposit  notes and  certificates  of  deposit,  (iv) loan
participations,  (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.


                                             N-5

<PAGE>




           4. For purposes of  determining  the  aggregate  amount of securities
owned and/or invested on a discretionary  basis by the Buyer, the Buyer used the
cost of such  securities to the Buyer and did not include any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

           5. The  Buyer  acknowledges  that it is  familiar  with Rule 144A and
understands  that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements  made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

  ___       ___              Will the Buyer be purchasing the Rule 144A
  Yes       No               Securities only for the Buyer's own account?

           6. If the answer to the foregoing  question is "no", the Buyer agrees
that,  in connection  with any purchase of securities  sold to the Buyer for the
account of a third party  (including  any separate  account) in reliance on Rule
144A,  the Buyer will only purchase for the account of a third party that at the
time is a "qualified  institutional  buyer"  within the meaning of Rule 144A. In
addition,  the Buyer  agrees that the Buyer will not purchase  securities  for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

           7.  The  Buyer  will  notify  each  of  the  parties  to  which  this
certification is made of any changes in the information and conclusions  herein.
Until such notice is given,  the Buyer's  purchase of Rule 144A  Securities will
constitute  a  reaffirmation  of  this  certification  as of the  date  of  such
purchase.


                                    Print Name of Buyer

                                    By:
                                            Name:
                                     Title:

                                    Date:


                                             N-6

<PAGE>



                              ANNEX 2 TO EXHIBIT N


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]


               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

                1. As indicated below,  the undersigned is the President,  Chief
Financial  Officer or Senior Vice  President  of the Buyer or, if the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a  Family  of
Investment Companies (as defined below), is such an officer of the Adviser.

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
"qualified  institutional  buyer" as  defined in SEC Rule 144A  because  (i) the
Buyer is an investment  company  registered under the Investment  Company Act of
1940,  and (ii) as marked  below,  the Buyer  alone,  or the  Buyer's  Family of
Investment Companies,  owned at least $100,000,000 in securities (other than the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining  the amount of securities  owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.

____ The Buyer owned $___________________ in securities (other than the excluded
     securities  referred  to below) as of the end of the  Buyer's  most  recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

____ The Buyer is part of a Family of  Investment  Companies  which owned in the
     aggregate $______________ in securities (other than the excluded securities
     referred  to below) as of the end of the Buyer's  most  recent  fiscal year
     (such amount being calculated in accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
two or more  registered  investment  companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned  subsidiaries  of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
securities  of  issuers  that are  affiliated  with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of  deposit,  (iii)  loan  participations,   (iv)  repurchase  agreements,   (v)
securities  owned but  subject  to a  repurchase  agreement  and (vi)  currency,
interest rate and commodity swaps.



                                             N-7

<PAGE>



               5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will continue
to rely on the  statements  made  herein  because one or more sales to the Buyer
will be in reliance on Rule 144A. In addition,  the Buyer will only purchase for
the Buyer's own account.

               6. The undersigned  will notify each of the parties to which this
certification is made of any changes in the information and conclusions  herein.
Until such notice,  the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this  certification by the undersigned as of the date of such
purchase.



                                            Print Name of Buyer


                                            By:
                                               Name:
                                               Title:

                                            IF AN ADVISER:


                                            Print Name of Buyer


                                            Date:























<PAGE>






                                          EXHIBIT O


                              FORM OF ERISA LETTER

                                            ________________, ______


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

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

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437

Attention: Residential Funding Corporation Series 2001-RZ4

Re:     Mortgage Asset-Backed Pass-Through Certificates,
        Series 2001-RZ4 [Class SB]

Ladies and Gentlemen:

        [_________________________________]   (the   "Purchaser")   intends   to
purchase  from  [_____________________________]  (the  "Seller")  $[___________]
Initial  Certificate  Principal  Balance of Mortgage  Asset-Backed  Pass-Through
Certificates,  Series 2001-RZ4, Class ___ (the "Certificates"),  issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),
dated as of November 1, 2001 among Residential Asset Mortgage Products, Inc., as
the  company  (the  "Depositor"),  Residential  Funding  Corporation,  as master
servicer  (the  "Master  Servicer")  and  JPMorgan  Chase Bank,  as trustee (the
"Trustee").  All terms used  herein  and not  otherwise  defined  shall have the
meanings set forth in the Pooling and Servicing Agreement.  The Purchaser hereby
certifies,  represents and warrants to, and covenants  with, the Depositor,  the
Trustee and the Master Servicer that:

               (a) The  Purchaser  is not an  employee  benefit  or  other  plan
        subject  to  the  prohibited  transaction  provisions  of  the  Employee
        Retirement Income Security Act of 1974, as amended ("ERISA"), or Section
        4975 of the Internal  Revenue  Code of 1986,  as amended (the "Code") (a
        "Plan"),  or any other person (including an investment  manager, a named
        fiduciary or a trustee of any Plan) acting,  directly or indirectly,  on
        behalf of or purchasing any Certificate



<PAGE>



          with "plan assets" of any Plan within the meaning of the Department of
          Labor ("DOL") regulation at 29 C.F.R.ss.2510.3-101; or

               (b) The Purchaser has provided the Trustee, the Depositor and the
        Master Servicer with an opinion of counsel acceptable to and in form and
        substance  satisfactory  to the Trustee,  the  Depositor  and the Master
        Servicer to the effect that the purchase of  Certificates is permissible
        under  applicable  law, will not  constitute or result in any non-exempt
        prohibited  transaction under ERISA or Section 4975 of the Code and will
        not subject the Trustee,  the  Depositor  or the Master  Servicer to any
        obligation or liability  (including  obligations  or  liabilities  under
        ERISA or Section  4975 of the Code) in addition to those  undertaken  in
        the Pooling and Servicing Agreement.


        In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor,  the Trustee and the Master Servicer that the
Purchaser will not transfer such  Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either (a) or (b) above.

                                                     Very truly yours,

                                                     __________________________
                                                     (Purchaser)
                                                     By:   ____________________
                                                     Name:_____________________
                                                     Title:____________________





<PAGE>



                                          EXHIBIT P


                              FORM OF ERISA LETTER

                                                   [date]

Residential Funding Corporation
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
450 West 33rd Street, 14th Floor,
New York, New York 10001
Attention: Residential Asset Mortgage Products Inc. Series 2001-RZ4

          Re:  Residential Asset Mortgage  Products,  Inc Mortgage  Asset-Backed
               Pass-Through Certificates, Series 2001-RZ4, [Class M-_]

Ladies and Gentlemen:

        [____________________________]  (the  "Purchaser")  intends to  purchase
from   [_____________________________]   (the  "Seller")   $[__________________]
initial  Certificate  Principal  Balance of the  above-referenced  certificates,
issued under the pooling and servicing agreement,  dated as of November 1, 2001,
among  Residential  Asset  Mortgage  Products,  Inc., as depositor,  Residential
Funding Corporation, as master servicer and JPMorgan Chase Bank, as trustee. All
terms used in this ERISA  Representation  Letter and not otherwise defined shall
have the meanings set forth in the pooling and servicing agreement.

        The  Purchaser  hereby  certifies,   represents  and  warrants  to,  and
covenants with the Seller, the trustee and the master servicer that, either:

               (a) The  Purchaser  is not an ERISA  plan,  or any other  person,
        including an investment  manager,  a named fiduciary or a trustee of any
        Plan,  acting,  directly or  indirectly,  on behalf of or purchasing any
        certificate  with "plan  assets" of any ERISA plan within the meaning of
        the DOL regulation at 29 C.F.R. ss.2510.3-101; or

               (b) The Purchaser is an insurance company, the source of funds to
        be used by which to purchase the  certificates is an "insurance  company
        general account",  as the term is defined in DOL Prohibited  Transaction
        Class Exemption  95-60, and the conditions in Sections I and III of PTCE
        95-60 have been satisfied.




<PAGE>



        In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants  with,  the Seller,  the trustee and the master  servicer that the
Purchaser will not transfer the  certificates to any ERISA plan or person unless
that ERISA plan or person meets the requirements in either (a) or (b) above.


                                                   Very truly yours,

                                                   By:_______________________
                                                   Name: ____________________
                                                   Title: _____________________





                                             P-2

<PAGE>


</TEXT>
</DOCUMENT>
