RESIDENTIAL FUNDING MORTGAGE SECURITIES I INC
SERIES SUPPLEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>s3ss.txt
<DESCRIPTION>SERIES SUPPLEMENT
<TEXT>
                RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
                                    Company,

                        RESIDENTIAL FUNDING CORPORATION,
                                Master Servicer,

                                       and
                         BANK ONE, NATIONAL ASSOCIATION,
                                     Trustee

                               SERIES SUPPLEMENT,
                          DATED AS OF FEBRUARY 1, 2003,

                                       TO

                                STANDARD TERMS OF
                         POOLING AND SERVICING AGREEMENT

                           DATED AS OF AUGUST 1, 2002

                       Mortgage Pass-Through Certificates

                                 Series 2003-S3



<PAGE>



<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                          PAGE


                                    ARTICLE I

                                   DEFINITIONS
<S>     <C>                                                                                 <C>
Section 1.01   Definitions.................................................................-3-
Section 1.02   Use of Words and Phrases...................................................-11-

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01   Conveyance of Mortgage Loans.  (See Section 2.01(b) through (h) of the Standard
               Terms).....................................................................-12-
Section 2.02   Acceptance by Trustee.  (See Section 2.02 of the Standard Terms)...........-12-
Section 2.03   Representations, Warranties and Covenants of the Master Servicer
                and the Company...........................................................-12-
Section 2.04   Representations and Warranties of Sellers.
               (See Section 2.04 of the Standard Terms)...................................-15-
Section 2.05   Execution and Authentication of Certificates...............................-15-

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer (See Section 3.01 of the Standard Terms)-16-
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers; Enforcement
               of Subservicers' and Sellers' Obligations
                (See Section 3.02 of the Standard Terms)..................................-16-
Section 3.03   Successor Subservicers (See Section 3.03 of the Standard Terms)............-16-
Section 3.04   Liability of the Master Servicer (See Section 3.04 of the Standard Terms)..-16-
Section 3.05   No Contractual Relationship Between Subservicer and Trustee or Certificateholders
               (See Section 3.05 of the Standard Terms)...................................-16-
Section 3.06   Assumption or Termination of Subservicing Agreements by Trustee (See Section
               3.06 of the Standard Terms)................................................-16-
Section 3.07   Collection of Certain Mortgage Loan Payments;  Deposits to Custodial Account (See
               Section 3.07 of the Standard Terms)........................................-16-
Section 3.08   Subservicing Accounts; Servicing Accounts (See Section 3.08 of the Standard
               Terms).....................................................................-16-
Section 3.09   Access to Certain Documentation and Information Regarding the Mortgage Loans
               (See Section 3.09 of the Standard Terms)...................................-16-



<PAGE>



Section 3.10   Permitted Withdrawals from the Custodial Account (See Section 3.10 of the Standard
               Terms).....................................................................-16-
Section 3.11   Maintenance of the Primary Insurance Policies; Collections Thereunder (See Section
               3.11 of the Standard Terms)................................................-16-
Section 3.12   Maintenance of Fire Insurance and Omissions and Fidelity Coverage (See Section
               3.12 of the Standard Terms)................................................-16-
Section 3.13   Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
               Certain Assignments (See Section 3.13 of the Standard Terms)...............-16-
Section 3.14   Realization Upon Defaulted Mortgage Loans (See Section 3.14 of the Standard
               Terms).....................................................................-16-
Section 3.15   Trustee to Cooperate; Release of Mortgage Files (See Section 3.15 of the Standard
               Terms).....................................................................-17-
Section 3.16   Servicing and Other Compensation; Compensating Interest
               (See Section 3.16 of the Standard Terms)...................................-17-
Section 3.17   Reports to the Trustee and the Company
                (See Section 3.17 of the Standard Terms)..................................-17-
Section 3.18   Annual Statement as to Compliance..........................................-17-
Section 3.19   Annual Independent Public Accountants' Servicing Report....................-17-
Section 3.20   Rights of the Company in Respect of the Master Servicer (See Section 3.20 of the
               Standard Terms)............................................................-18-
Section 3.21   Administration of Buydown Funds (See Section 3.21 of the Standard Terms)...-18-

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01   Certificate Account.  (See Section 4.01 of the Standard Terms).............-19-
Section 4.02   Distributions..............................................................-19-
Section 4.03   Statements to Certificateholders; Exchange Act Reporting.  (See Section 4.03(a)
               through (d) of the Standard Terms and Exhibit Three attached hereto).......-27-
Section 4.04   Distribution of Reports to the Trustee and the Company; Advances by the Master
               Servicer. (See Section 4.04(a) of the Standard Terms)......................-27-
Section 4.05   Allocation of Realized Losses..............................................-28-
Section 4.06   Reports of Foreclosures and Abandonment of Mortgaged Property.  (See Section
               4.06 of the Standard Terms)................................................-29-
Section 4.07   Optional Purchase of Defaulted Mortgage Loans.  (See Section 4.07 of the Standard
               Terms).....................................................................-29-
Section 4.08   [Reserved].................................................................-30-

                                    ARTICLE V

                                THE CERTIFICATES
Section 5.01   The Certificates (See Section 5.01 of the Standard Terms)..................-31-
Section 5.02   Registration of Transfer and Exchange of Certificates (See Section 5.01(a) through
               (d) and (f) through (h) of the Standard Terms).............................-31-
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates (See Section 5.03 of the Standard
               Terms).....................................................................-32-



<PAGE>



Section 5.04   Persons Deemed Owners (See Section 5.04 of the Standard Terms).............-32-
Section 5.05   Appointment of Paying Agent (See Section 5.05 of the Standard Terms).......-32-

                                   ARTICLE VI

                       THE COMPANY AND THE MASTER SERVICER

                                   ARTICLE VII

                                     DEFAULT

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                                   ARTICLE IX

                                   TERMINATION

                                    ARTICLE X

                                REMIC PROVISIONS
Section 10.01  REMIC Administration.  (See Section 10.01 of the Standard Terms)...........-37-
Section 10.02  Master Servicer; REMIC Administrator and Trustee Indemnification.  (See Section
               10.02 of the  Standard Terms)..............................................-37-
Section 10.03  Designation of REMIC(s)....................................................-37-
Section 10.04  Distributions on the Uncertificated REMIC Regular Interests................-37-
Section 10.05  Compliance with Withholding Requirements...................................-38-

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS
Section 11.01  Amendment.  (See Section 11.01 of the Standard Terms)......................-39-
Section 11.02  Recordation of Agreement.  Counterparts.  (See Section 11.02 of the Standard
               Terms).....................................................................-39-
Section 11.03  Limitation on Rights of Certificateholders.  (See Section 11.03 of the Standard
               Terms).....................................................................-39-
Section 11.04  Governing Laws.  (See Section 11.04 of the Standard Terms).................-39-
Section 11.05  Notices....................................................................-39-
Section 11.06  Required Notices to Rating Agency and Subservicer..........................-40-
Section 11.07  Severability of Provisions. (See Section 11.07 of the Standard Terms)......-40-
Section 11.08  Supplemental Provisions for Resecuritization.  (See Section 11.08 of the Standard
               Terms).....................................................................-40-
Section 11.09  Allocation of Voting Rights................................................-40-


</TABLE>


<PAGE>



EXHIBITS

Exhibit One:          Mortgage Loan Schedule
Exhibit Two:          Schedule of Discount Fractions
Exhibit Three:        Information to be Included in
                      Monthly Distribution Date Statement
Exhibit Four:         Standard Terms of Pooling and Servicing
                      Agreement dated as of August 1, 2002
Exhibit Five:         Form of Form 10-K Certificate
Exhibit Six:          Form of Back-up Certification to Form 10-K Certificate







<PAGE>



        This is a Series  Supplement,  dated as of February 1, 2003 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of August 1, 2002 and attached as Exhibit Four hereto (the "Standard Terms" and,
together with this Series Supplement,  the "Pooling and Servicing  Agreement" or
"Agreement"),  among  RESIDENTIAL  FUNDING  MORTGAGE  SECURITIES I, INC., as the
company  (together with its permitted  successors and assigns,  the  "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors  and  assigns,  the  "Master  Servicer"),   and  BANK  ONE,  NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").

                              PRELIMINARY STATEMENT

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

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






                                       -1-

<PAGE>



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

<TABLE>
<CAPTION>

                              AGGREGATE
                               INITIAL
                             CERTIFICATE
              PASS-THROUGH    PRINCIPAL                                 MATURITY       MOODY'S/      MINIMUM
DESIGNATION       RATE         BALANCE             FEATURES1              DATE           S&P      DENOMINATIONS2

<S>     <C>      <C>         <C>                                              <C> <C>                 <C>
Class A-1        5.25%       $90,000,000           Senior            February 25, 2018  Aaa/AAA       $25,000
Class A-2        5.25%       $32,637,614           Senior            February 25, 2018  Aaa/AAA       $25,000
Class A-3        5.25%       $22,500,000           Senior            February 25, 2018  Aaa/AAA       $25,000
Class A-4        5.25%       $35,011,386           Senior            February 25, 2018  Aaa/AAA       $25,000
Class A-5        5.75%       $10,000,000           Senior            February 25, 2018  Aaa/AAA       $25,000
Class A-6        4.75%       $10,000,000           Senior            February 25, 2018  Aaa/AAA       $25,000
                                              Senior/Principal
Class A-P        0.00%       $710,797.56               Only          February 25, 2018  Aaa/AAA       $25,000
                                             Senior/Interest0Only/
Class A-V    Variable Rate         $0.00        Variable Strip       February 25, 2018  Aaa/AAA         20%
Class R          5.25%           $100.00       Senior/Residua        February 25, 2018  Aaa/AAA         20%
Class M-1        5.25%     $1,118,300.00           Mezzanine         February 25, 2018   NA/AA        $25,000
Class M-2        5.25%       $406,700.00           Mezzanine         February 25, 2018    NA/A        $250,000
Class M-3        5.25%       $406,700.00           Mezzanine         February 25, 2018   NA/BBB       $250,000
Class B-1        5.25%       $203,400.00         Subordinate         February 25, 2018   NA/BB         $100,000
Class B-2        5.25%       $101,700.00          Subordinate        February 25, 2018    NA/B        $101,700
Class B-3        5.25%       $203,320.56          Subordinate        February 25, 2018   NA/NA        $100,000
</TABLE>

        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $203,300,018.12.

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

--------

          1    The Class A-1, Class A-2 , Class A-3, Class A-4, Class A-5, Class
               A-6 and Class M  Certificates  shall be Book-Entry  Certificates.
               The Class A-P, Class A-V, Class R and Class B Certificates  shall
               be delivered to the holders thereof in physical form.

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



                                       -2-

<PAGE>




                                    ARTICLE I

                                   DEFINITIONS


        Section 1.01  Definitions.

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

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

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

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

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



                                       -3-

<PAGE>



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

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

        Certificate  Account:  The  separate  account or  accounts  created  and
maintained  pursuant  to Section  4.01 of the  Standard  Terms,  which  shall be
entitled  "Bank  One,  National  Association,  as  trustee,  in  trust  for  the
registered holders of Residential  Funding Mortgage Securities I, Inc., Mortgage
Pass-Through  Certificates,  Series  2003-S3"  and  which  must  be an  Eligible
Account.

        Class A  Certificate:  Any one of the Class A-1,  Class A-2,  Class A-3,
Class A-4, Class A-5, Class A-6, Class A-P or Class A-V  Certificates,  executed
by the Trustee and authenticated by the Certificate  Registrar  substantially in
the form annexed to the Standard Terms as Exhibit A.

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

        Closing Date: February 27, 2003.

        Commission: The Securities and Exchange Commission.

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument is located at 1 Bank One Plaza,  Suite  IL1-0126,  Chicago,  Illinois
60670-0126, Attention: Residential Funding Corporation Series 2003-S3.

        Cut-off Date: February 1, 2003.

        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 during the month of the Cut-off Date,  whether or
not received.

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

        Discount Net Mortgage Rate:  5.25% per annum.

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


                                       -4-

<PAGE>



        Eligible Funds: On any  Distribution  Date, the portion,  if any, of the
Available  Distribution  Amount  remaining after reduction by the sum of (i) the
aggregate  amount of Accrued  Certificate  Interest on the Senior  Certificates,
(ii) the Senior  Principal  Distribution  Amount  (determined  without regard to
Section  4.02(a)(ii)(Y)(D)  of this  Series  Supplement),  (iii)  the  Class A-P
Principal   Distribution   Amount   (determined   without   regard  to   Section
4.02(b)(i)(E)  of this  Series  Supplement)  and (iv) the  aggregate  amount  of
Accrued  Certificate   Interest  on  the  Class  M,  Class  B-1  and  Class  B-2
Certificates.

        Fraud Loss  Amount:  As of any date of  determination  after the Cut-off
Date,  an amount  equal to: (X) prior to the third  anniversary  of the  Cut-off
Date, an amount equal to 1.0% of the aggregate  outstanding principal balance of
all of the Mortgage  Loans as of the Cut-off Date minus the aggregate  amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the third 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)  0.50% of the
aggregate  outstanding  principal balance of all of the Mortgage Loans as of the
most recent  anniversary  of the Cut-off Date minus (2) the aggregate  amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance  with  Section 4.05 of this Series  Supplement  since the most recent
anniversary of the Cut-off Date up to such date of  determination.  On and after
the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.

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

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

        Initial Monthly Payment Fund: $89,033  representing  scheduled principal
amortization  and  interest  at the Net  Mortgage  Rate during the Due Period in
February  2003,  for those  Mortgage  Loans for  which the  Trustee  will not be
entitled to receive such payment in  accordance  with the  definition  of "Trust
Fund". The Initial Monthly Payment Fund will not be part of any REMIC.

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

        Initial  Subordinate  Class  Percentage:  With  respect to each Class of
Subordinate  Certificates,  an amount  which is equal to the  initial  aggregate
Certificate Principal Balance of such Class of


                                       -5-

<PAGE>



Subordinate  Certificates  divided by the aggregate Stated Principal  Balance of
all the Mortgage Loans as of the Cut-off Date as follows:

        Class M-1: 0.55%                    Class B-1: 0.10%
        Class M-2: 0.20%                    Class B-2: 0.05%
        Class M-3: 0.20%                    Class B-3: 0.10%

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

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

        Maturity Date: With respect to each Class of Certificates,  February 25,
2018, the Distribution Date immediately  following the latest scheduled maturity
date of any Mortgage Loan.

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

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

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

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

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

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



                                       -6-

<PAGE>



        Pass-Through Rate: With respect to the Class A Certificates  (other than
the  Class  A-V   Certificates  and  Principal  Only   Certificates),   Class  M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rates set forth in the Preliminary  Statement  hereto.  With
respect to the Class A-V Certificates  (other than any Subclass thereof) and any
Distribution  Date,  a  rate  equal  to the  weighted  average,  expressed  as a
percentage,  of the Pool Strip Rates of all Mortgage Loans as of the Due Date in
the related Due Period, weighted on the basis of the respective Stated Principal
Balances  of such  Mortgage  Loans  as of the  day  immediately  preceding  such
Distribution  Date (or,  with respect to the initial  Distribution  Date, at the
close of  business  on the Due Date in the  month  preceding  the  month of such
Distribution  Date).  With respect to the Class A-V Certificates and the initial
Distribution  Date, the  Pass-Through  Rate is equal to 0.1392% per annum.  With
respect to any Subclass of Class A-V Certificates  and any Distribution  Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans  corresponding to the  Uncertificated  REMIC Regular
Interests  represented  by such  Subclass  as of the Due Date in the related Due
Period,  weighted on the basis of the respective  Stated  Principal  Balances of
such Mortgage Loans as of the day immediately  preceding such  Distribution Date
(or with respect to the initial  Distribution  Date, at the close of business on
the Due Date in the month preceding the month of such  Distribution  Date).  The
Principal Only  Certificates  have no Pass-Through  Rate and are not entitled to
Accrued Certificate Interest.

        Prepayment Assumption: A prepayment assumption of 300% of the prepayment
speed  assumption,  used for  determining the accrual of original issue discount
and market  discount  and premium on the  Certificates  for  federal  income tax
purposes.  The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such  mortgage  loans in the  first  month of the  life of the  mortgage  loans,
increasing by an additional  0.2% per annum in each  succeeding  month until the
thirtieth month,  and a constant 6% per annum rate of prepayment  thereafter for
the life of the mortgage loans.

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

               (i) For any Distribution  Date prior to the Distribution  Date in
        March 2008  (unless  the  Certificate  Principal  Balances of the Senior
        Certificates  (other than the Class A-P Certificates)  have been reduced
        to zero), 0%.

               (ii) For any  Distribution  Date for which  clause (i) above does
        not  apply,  and on which  any  Class  of  Subordinate  Certificates  is
        outstanding with a Certificate Principal Balance greater than zero:

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


                                       -7-

<PAGE>



               Certificate  Principal Balances immediately prior to such date of
               (1) the Class of Subordinate  Certificates  then outstanding with
               the Highest  Priority  and (2) all other  Classes of  Subordinate
               Certificates  for which the  respective  Prepayment  Distribution
               Triggers have been satisfied; and

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

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

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

        Record Date:  With respect to each  Distribution  Date and each Class of
Certificates,  the close of business on the last  business day of the month next
preceding the month in which the related Distribution Date occurs.

        Relief Act:  The  Soldiers'  and Sailors'  Civil Relief Act of 1940,  as
amended, or similar legislation or regulations as in effect from time to time.

        Relief Act  Shortfalls:  Shortfalls  in interest  payable by a Mortgagor
that is not collectable from the Mortgagor pursuant to the Relief Act.

        Scheduled Final Distribution Date: February 25, 2018.



                                       -8-

<PAGE>



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

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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$2,898,342  minus the sum of (i) the aggregate  amount of Special  Hazard Losses
allocated  solely to one or more specific  Classes of Certificates in accordance
with Section 4.05 of this Series  Supplement and (ii) the Adjustment  Amount (as
defined below) as most recently calculated.  For each anniversary of the Cut-off
Date, the Adjustment  Amount shall be equal to the amount,  if any, by which the
amount  calculated in accordance  with the preceding  sentence  (without  giving
effect to the deduction of the Adjustment Amount for such  anniversary)  exceeds
the greater of (A) the greatest of (i) twice the outstanding  principal  balance
of the  Mortgage  Loan in the  Trust  Fund  which  has the  largest  outstanding
principal   balance  on  the  Distribution   Date  immediately   preceding  such
anniversary,  (ii) the product of 1.00% multiplied by the outstanding  principal
balance of all Mortgage Loans on the  Distribution  Date  immediately  preceding
such anniversary and (iii) the aggregate  outstanding  principal  balance (as of
the immediately preceding Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest amount of Mortgage Loans by
aggregate  principal  balance as of such  anniversary and (B) the greater of (i)
the product of 0.50%  multiplied  by the  outstanding  principal  balance of all
Mortgage Loans on the Distribution  Date immediately  preceding such anniversary
multiplied  by a  fraction,  the  numerator  of which is equal to the  aggregate
outstanding  principal  balance (as of the  immediately  preceding  Distribution
Date) of all of the Mortgage  Loans secured by Mortgaged  Properties  located in
the State of California divided by the aggregate  outstanding  principal balance
(as of the  immediately  preceding  Distribution  Date)  of all of the  Mortgage
Loans,  expressed  as a  percentage,  and the  denominator  of which is equal to
40.48% (which  percentage is equal to the percentage of Mortgage Loans initially
secured by Mortgaged Properties located in the State of California) and (ii) the
aggregate  outstanding  principal  balance  (as  of  the  immediately  preceding
Distribution  Date) of the largest Mortgage Loan secured by a Mortgaged Property
(or,  with respect to a Cooperative  Loan,  the related  Cooperative  Apartment)
located in the State of California.



                                       -9-

<PAGE>



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

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

        Trust Fund: The REMIC and the Initial Monthly Payment Fund.

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



                                            -10-

<PAGE>



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

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

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

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

        Uncertificated REMIC Regular Interests:  The 380 uncertificated  partial
undivided  beneficial  ownership interests in the Trust Fund, each relating to a
Mortgage  Loan with a Net  Mortgage  Rate in excess  of  5.25%,  each  having no
principal  balance and each bearing  interest at the  respective  Uncertificated
Pass-Through Rate on the respective Uncertificated Notional Amount.

     Underwriter: Salomon Smith Barney Inc. and Banc of America Securities LLC.

        Section 1.02  Use of Words and Phrases.

        "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"
and other  equivalent  words refer to the Pooling and  Servicing  Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding  Articles,  Sections and  Subsections in the Pooling and Servicing
Agreement.  The  definitions  set forth herein include both the singular and the
plural.




                                            -11-

<PAGE>




                                         ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

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

        (a) ____ The  Company,  concurrently  with the  execution  and  delivery
hereof,  does hereby assign to the Trustee without recourse all the right, title
and interest of the Company in and to the Mortgage Loans, including all interest
and  principal  received  on or with  respect to the  Mortgage  Loans  after the
Cut-off Date (other than  payments of principal and interest due on the Mortgage
Loans in the month of the Cut-off  Date).  In connection  with such transfer and
assignment,  the  Company  does hereby  deliver to the  Trustee the  Certificate
Policy (as defined in the Series Supplement), if any.

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

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

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

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

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

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

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

                      (iv) To the best of the Company's knowledge, if a Mortgage
               Loan is  secured by a  Mortgaged  Property  with a  Loan-to-Value
               Ratio at  origination in excess of 80%, such Mortgage Loan is the
               subject of a Primary  Insurance  Policy that  insures that (a) at
               least 25% of the Stated Principal Balance of the Mortgage


                                            -12-

<PAGE>



               Loan at origination if the Loan-to-Value  Ratio is between 95.00%
               and 90.01%, (b) at least 12% of such balance if the Loan-to-Value
               Ratio is between  90.00% and 85.01%,  and (c) at least 6% of such
               balance if the Loan-to-Value  Ratio is between 85.00% and 80.01%.
               To the  best  of  the  Company's  knowledge,  each  such  Primary
               Insurance  Policy is in full force and effect and the  Trustee is
               entitled to the benefits thereunder;

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

                      (vi) No more than 1.5% of the Mortgage  Loans by aggregate
               Cut-off   Date   Principal   Balance  are  secured  by  Mortgaged
               Properties  located in any one zip code area in California and no
               more than 1.5% of the Mortgage  Loans by aggregate  Cut- off Date
               Principal Balance are secured by Mortgaged  Properties located in
               any one zip code area outside California;

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

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

                      (ix) 22.20% of the  Mortgage  Loans by  aggregate  Cut-off
               Date  Principal  Balance were  underwritten  under a reduced loan
               documentation program;

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

                      (xi)  None of the  Mortgage  Loans is a  Buydown  Mortgage
               Loan;

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



                                            -13-

<PAGE>



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

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

                      (xv) With respect to each Mortgage Loan originated under a
               "streamlined"  Mortgage  Loan  program  (through  which no new or
               updated  appraisals  of  Mortgaged  Properties  are  obtained  in
               connection with the refinancing thereof),  the related Seller has
               represented  that either (a) the value of the  related  Mortgaged
               Property as of the date the Mortgage Loan was  originated was not
               less than the  appraised  value of such  property  at the time of
               origination   of  the   refinanced   Mortgage  Loan  or  (b)  the
               Loan-to-Value  Ratio  of the  Mortgage  Loan  as of the  date  of
               origination  of the Mortgage Loan  generally  meets the Company's
               underwriting guidelines;

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

                      (xvii) None of the Mortgage  Loans are Pledged Asset Loans
               or Additional Collateral Loans.

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

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


                                            -14-

<PAGE>



breaches  or  purchase  or  substitute  for  Mortgage  Loans as provided in this
Section  2.03(b) if the  substance of the breach of a  representation  set forth
above also constitutes fraud in the origination of the Mortgage Loan.

          Section 2.04  Representations and Warranties of Sellers.  (See Section
               2.04 of the Standard Terms)

        Section 2.05  Execution and Authentication of Certificates.

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



                                            -15-

<PAGE>



                                   ARTICLE III

                                ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section  3.01  Master  Servicer  to Act as  Servicer  (See  Section  3.01 of the
     Standard Terms).

Section        3.02   Subservicing   Agreements   Between  Master  Servicer  and
               Subservicers;   Enforcement   of   Subservicers'   and   Sellers'
               Obligations (See Section 3.02 of the Standard Terms).

Section 3.03   Successor Subservicers (See Section 3.03 of the Standard Terms).

Section 3.04 Liability of the Master  Servicer (See Section 3.04 of the Standard
     Terms).

Section        3.05 No Contractual  Relationship Between Subservicer and Trustee
               or Certificateholders (See Section 3.05 of the Standard Terms).

Section        3.06  Assumption or  Termination  of  Subservicing  Agreements by
               Trustee (See Section 3.06 of the Standard Terms).

Section        3.07  Collection of Certain  Mortgage Loan Payments;  Deposits to
               Custodial Account (See Section 3.07 of the Standard Terms).

Section 3.08 Subservicing Accounts;  Servicing Accounts (See Section 3.08 of the
     Standard Terms).

Section        3.09 Access to Certain  Documentation  and Information  Regarding
               the Mortgage Loans (See Section 3.09 of the Standard Terms).

Section 3.10 Permitted  Withdrawals from the Custodial Account (See Section 3.10
     of the Standard Terms).

Section        3.11 Maintenance of the Primary Insurance  Policies;  Collections
               Thereunder (See Section 3.11 of the Standard Terms).

Section        3.12  Maintenance  of Fire  Insurance  and Omissions and Fidelity
               Coverage (See Section 3.12 of the Standard Terms).

Section        3.13   Enforcement   of  Due-on-Sale   Clauses;   Assumption  and
               Modification Agreements; Certain Assignments (See Section 3.13 of
               the Standard Terms).

Section 3.14 Realization Upon Defaulted  Mortgage Loans (See Section 3.14 of the
     Standard Terms).



                                            -16-

<PAGE>



Section 3.15 Trustee to Cooperate;  Release of Mortgage  Files (See Section 3.15
     of the Standard Terms).

Section 3.16  Servicing  and  Other  Compensation;  Compensating  Interest  (See
     Section 3.16 of the Standard Terms).

Section 3.17  Reports to the Trustee and the Company  (See  Section  3.17 of the
     Standard Terms).

Section 3.18   Annual Statement as to Compliance.

        The Master  Servicer  will deliver to the  Company,  the Trustee and any
Certificate  Insurer  on or before  the  earlier  of (a) March 31 of each  year,
beginning  with the first  March 31 that  occurs at least six  months  after the
Cut-off Date or (b) with respect to any calendar year during which the Company's
annual  report  on Form  10-K is  required  to be filed in  accordance  with the
Exchange Act and the rules and regulations of the Commission,  the date on which
the annual  report on Form 10-K is required to be filed in  accordance  with the
Exchange  Act and the rules and  regulations  of the  Commission,  an  Officers'
Certificate  stating,  as to each  signer  thereof,  that  (i) a  review  of the
activities of the Master Servicer during the preceding  calendar year related to
its servicing of mortgage loans and its performance  under pooling and servicing
agreements,  including  this  Agreement,  has been  made  under  such  officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master  Servicer  has  complied in all  material  respects  with the minimum
servicing  standards  set forth in the Uniform  Single  Attestation  Program for
Mortgage Bankers and has fulfilled all of its material  obligations  relating to
this Agreement in all material  respects  throughout such year, or, if there has
been material  noncompliance  with such servicing  standards or a default in the
fulfillment  in all material  respects of any such  obligation  relating to this
Agreement,  such statement shall include a description of such  noncompliance or
specify  each such  default,  as the case may be,  known to such officer and the
nature and status  thereof  and (iii) to the best of such  officers'  knowledge,
each  Subservicer  has  complied  in all  material  respects  with  the  minimum
servicing  standards  set forth in the Uniform  Single  Attestation  Program for
Mortgage  Bankers and has  fulfilled all of its material  obligations  under its
Subservicing  Agreement in all material  respects  throughout  such year, or, if
there  has been  material  noncompliance  with  such  servicing  standards  or a
material  default  in the  fulfillment  of  such  obligations  relating  to this
Agreement,  such statement shall include a description of such  noncompliance or
specify  each such  default,  as the case may be,  known to such officer and the
nature and status thereof.

Section 3.19   Annual Independent Public Accountants' Servicing Report.

        On or before the  earlier of (a) March 31 of each year,  beginning  with
the first March 31 that occurs at least six months after the Cut-off Date or (b)
with respect to any calendar  year during which the  Company's  annual report on
Form 10-K is required to be filed in  accordance  with the  Exchange Act and the
rules and regulations of the Commission,  the date on which the annual report on
Form 10-K is required to be filed in  accordance  with the  Exchange Act and the
rules and  regulations  of the  Commission,  the Master  Servicer at its expense
shall cause a firm of independent public accountants,  which shall be members of
the American Institute of Certified Public  Accountants,  to furnish a report to
the  Company  and the  Trustee  stating  its  opinion  that,  on the basis of an
examination  conducted by such firm  substantially  in accordance with standards
established


                                            -17-

<PAGE>



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

Section 3.20  Rights of the  Company  in Respect  of the  Master  Servicer  (See
     Section 3.20 of the Standard Terms).

Section 3.21  Administration  of Buydown Funds (See Section 3.21 of the Standard
     Terms).




                                            -18-

<PAGE>



                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

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

        Section 4.02  Distributions.

               (a) ____ On each  Distribution  Date (x) the Master  Servicer  on
        behalf of the Trustee or (y) the Paying Agent  appointed by the Trustee,
        shall distribute,  to the Master Servicer, in the case of a distribution
        pursuant  to  Section  4.02(a)(iii)  below,  the amount  required  to be
        distributed to the Master Servicer or a Sub-Servicer pursuant to Section
        4.02(a)(iii) below, and to each  Certificateholder of record on the next
        preceding Record Date (other than as provided in Section 9.01 respecting
        the final distribution),  either (1) 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 (2) if such  Certificateholder  has not so
        notified the Master  Servicer or the Paying Agent by the Record Date, by
        check  mailed to such  Certificateholder  at the  address of such Holder
        appearing in the Certificate Register,  such  Certificateholder's  share
        (which share (A) with respect to each Class of Certificates  (other than
        any  Subclass  of the  Class  A-V  Certificates),  shall be based on the
        aggregate of the Percentage Interests represented by Certificates of the
        applicable Class held by such Holder or (B) with respect to any Subclass
        of the Class A-V  Certificates,  shall be equal to the  amount  (if any)
        distributed  pursuant  to Section  4.02(a)(i)  below to each Holder of a
        Subclass  thereof) of the following  amounts,  in the following order of
        priority  (subject to the provisions of Section 4.02(b) below),  in each
        case to the extent of the Available Distribution Amount:

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

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

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

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


                                            -19-

<PAGE>




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

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

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

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


                                            -20-

<PAGE>



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

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

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

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

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

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

                      (v) ____ to the Holders of the Class M-1 Certificates,  an
               amount equal to (x) the Subordinate Principal Distribution Amount
               for such Class of Certificates for


                                            -21-

<PAGE>



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

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

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

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

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

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

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



                                            -22-

<PAGE>



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

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

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

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

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

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

        Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate  Certificates are no longer
outstanding, the Senior Certificates, Accrued


                                            -23-

<PAGE>



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

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

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

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

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

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



                                            -24-

<PAGE>



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

                             (E) ____ the  amount of any  Class  A-P  Collection
                      Shortfalls  for such  Distribution  Date and the amount of
                      any Class A-P Collection  Shortfalls  remaining unpaid for
                      all previous Distribution Dates, but only to the extent of
                      the Eligible Funds for such Distribution Date;

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

                      (iii) the  balance  of the Senior  Principal  Distribution
               Amount  remaining after the  distribution,  if any,  described in
               clause (ii) above shall be distributed  concurrently  as follows,
               until the Certificate  Principal Balances of the Class A-1, Class
               A-2, Class A-3,  Class A-4, Class A-5 and Class A-6  Certificates
               have been reduced to zero:

                             (1)  17.49266097%  to the Class  A-4  Certificates,
                      until the Certificate  Principal  Balance thereof has been
                      reduced to zero; and

                             (2) 82.50733903% to the Class A-1, Class A-2, Class
                      A-3, Class A-5 and Class A-6 Certificates in the following
                      manner and order of priority:

                                    (i)  first,  to the Class A-1  Certificates,
                             until the Certificate Principal Balance thereof has
                             been reduced to zero;

                                    (ii) second, to the Class A-2, Class A-5 and
                             Class A-6 Certificates,  concurrently on a pro rata
                             basis,  until the  Certificate  Principal  Balances
                             thereof have been reduced to zero; and

                                    (iii) third, to the Class A-3  Certificates,
                             until the Certificate Principal Balance thereof has
                             been reduced to zero.

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



                                            -25-

<PAGE>



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

               (e) ____ In addition to the foregoing distributions, with respect
        to any  Subsequent  Recoveries,  the Master  Servicer shall deposit such
        funds into the Custodial Account pursuant to Section  3.07(b)(iii).  If,
        after taking into account such  Subsequent  Recoveries,  the amount of a
        Realized Loss is reduced, the amount of such Subsequent  Recoveries will
        be applied to increase the Certificate Principal Balance of the Class of
        Subordinate  Certificates  with the Highest  Priority to which  Realized
        Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess
        Special Hazard Losses and Extraordinary Losses, have been allocated, but
        not by more than the amount of Realized Losses  previously  allocated to
        that Class of  Certificates  pursuant to Section 4.05. The amount of any
        remaining  Subsequent   Recoveries  will  be  applied  to  increase  the
        Certificate Principal Balance of the Class of Certificates with the next
        Lower  Priority,  up to the amount of such  Realized  Losses  previously
        allocated to that Class of  Certificates  pursuant to Section 4.05.  Any
        remaining Subsequent  Recoveries will in turn be applied to increase the
        Certificate Principal Balance of the Class of Certificates with the next
        Lower  Priority  up to the  amount of such  Realized  Losses  previously
        allocated to that Class of Certificates pursuant to Section 4.05, and so
        on. Holders of such  Certificates will not be entitled to any payment in
        respect of Accrued Certificate  Interest on the amount of such increases
        for any Interest Accrual Period preceding the Distribution Date on which
        such  increase  occurs.  Any  such  increases  shall be  applied  to the
        Certificate  Principal  Balance  of each  Certificate  of such  Class in
        accordance with its respective Percentage Interest.

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

               (g) ____ Except as  otherwise  provided in Section  9.01,  if the
        Master Servicer  anticipates that a final  distribution  with respect to
        any Class of Certificates  will be made on the next  Distribution  Date,
        the Master Servicer shall, no later than the  Determination  Date in the
        month of such final  distribution,  notify the  Trustee  and the Trustee
        shall,  no later than two (2)  Business  Days  after such  Determination
        Date,  mail on such date to each Holder of such Class of  Certificates a
        notice to the effect that:  (i) the Trustee  anticipates  that the final
        distribution  with respect to such Class of Certificates will be made on
        such  Distribution Date but only upon presentation and surrender of such
        Certificates at the office of the


                                            -26-

<PAGE>



        Trustee or as otherwise  specified  therein,  and (ii) no interest shall
        accrue  on such  Certificates  from  and  after  the end of the  related
        Interest Accrual Period. In the event that  Certificateholders  required
        to  surrender  their  Certificates  pursuant  to Section  9.01(c) do not
        surrender their Certificates for final  cancellation,  the Trustee shall
        cause  funds  distributable  with  respect  to 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; Exchange Act Reporting. (See
          Section  4.03(a)  through (d) of the Standard  Terms and Exhibit Three
          attached hereto)

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

               (f) ____ The Master  Servicer  shall,  on behalf of the Depositor
        and in  respect of the Trust  Fund,  sign and cause to be filed with the
        Commission  any  periodic   reports  required  to  be  filed  under  the
        provisions  of the Exchange  Act, and the rules and  regulations  of the
        Commission thereunder.  In connection with the preparation and filing of
        such periodic  reports,  the Trustee shall timely  provide to the Master
        Servicer (I) a list of  Certificateholders  as shown on the  Certificate
        Register  as of the  end of  each  calendar  year,  (II)  copies  of all
        pleadings,  other legal process and any other documents  relating to any
        claims,   charges  or  complaints  involving  the  Trustee,  as  trustee
        hereunder,  or the Trust Fund that are  received by the  Trustee,  (III)
        notice of all matters  that,  to the actual  knowledge of a  Responsible
        Officer  of  the  Trustee,   have  been  submitted  to  a  vote  of  the
        Certificateholders, other than those matters that have been submitted to
        a vote of the  Certificateholders at the request of the Depositor or the
        Master  Servicer,  and (IV) notice of any failure of the Trustee to make
        any distribution to the  Certificateholders as required pursuant to this
        Agreement.  Neither the Master  Servicer nor the Trustee  shall have any
        liability  with  respect to the Master  Servicer's  failure to  properly
        prepare or file such periodic reports  resulting from or relating to the
        Master  Servicer's  inability or failure to obtain any  information  not
        resulting   from  the  Master   Servicer's  own  negligence  or  willful
        misconduct.  Any Form 10-K filed with the Commission in connection  with
        this  clause  (f) shall  include a  certification,  signed by the senior
        officer in charge of the servicing functions of the Master Servicer,  in
        the form  attached  as Exhibit  Five hereto or such other form as may be
        required or permitted by the Commission (the "Form 10-K Certification"),
        in compliance with Rule 13a-14 and 15d-14 under the Exchange Act and any
        additional directives of the Commission. In connection


                                            -27-

<PAGE>



        with the Form 10-K  Certification,  the Trustee shall provide the Master
        Servicer  with a  back-  up  certification  substantially  in  the  form
        attached hereto as Exhibit Six.

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

               (b) ____ On or before 2:00 P.M. New York time on each Certificate
               Account  Deposit  Date,  the  Master  Servicer  shall  either (i)
               deposit in the  Certificate  Account from its own funds, or funds
               received therefor from the  Subservicers,  an amount equal to the
               Advances  to be made by the  Master  Servicer  in  respect of the
               related  Distribution Date, which shall be in an aggregate amount
               equal to the  aggregate  amount of  Monthly  Payments  (with each
               interest portion thereof adjusted to the Net Mortgage Rate), less
               the amount of any related Servicing  Modifications,  Debt Service
               Reductions or  reductions  in the amount of interest  collectable
               from the Mortgagor  pursuant to the Soldiers' and Sailors'  Civil
               Relief  Act of  1940,  as  amended,  or  similar  legislation  or
               regulations then in effect, on the Outstanding  Mortgage Loans as
               of the related Due Date, which Monthly Payments were not received
               as of the close of business as of the related Determination Date;
               provided  that  no  Advance  shall  be  made  if  it  would  be a
               Nonrecoverable  Advance, (ii) withdraw from amounts on deposit in
               the Custodial Account and deposit in the Certificate  Account all
               or a  portion  of the  Amount  Held for  Future  Distribution  in
               discharge of any such Advance, or (iii) make advances in the form
               of any combination of (i) and (ii) aggregating the amount of such
               Advance.  Any portion of the Amount Held for Future  Distribution
               so used shall be  replaced  by the Master  Servicer by deposit in
               the Certificate  Account on or before 11:00 A.M. New York time on
               any future  Certificate  Account  Deposit Date to the extent that
               funds  attributable  to the Mortgage  Loans that are available in
               the Custodial  Account for deposit in the Certificate  Account on
               such Certificate Account Deposit Date shall be less than payments
               to  Certificateholders  required  to be  made  on  the  following
               Distribution  Date. The Master  Servicer shall be entitled to use
               any Advance made by a Subservicer as described in Section 3.07(b)
               that has been  deposited  in the  Custodial  Account on or before
               such  Distribution Date as part of the Advance made by the Master
               Servicer  pursuant  to  this  Section  4.04.  The  amount  of any
               reimbursement   pursuant   to  Section   4.02(a)  in  respect  of
               outstanding  Advances on any Distribution Date shall be allocated
               to specific  Monthly Payments due but delinquent for previous Due
               Periods,   which   allocation   shall  be  made,  to  the  extent
               practicable,  to Monthly  Payments which have been delinquent for
               the longest period of time. Such allocations  shall be conclusive
               for  purposes  of  reimbursement  to  the  Master  Servicer  from
               recoveries on related Mortgage Loans pursuant to Section 3.10.

        Section 4.05  Allocation of Realized Losses.

        Prior to each Distribution Date, the Master Servicer shall determine the
total  amount  of  Realized  Losses,   if  any,  that  resulted  from  any  Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the


                                            -28-

<PAGE>



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

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


                                            -29-

<PAGE>



Certificates  shall be allocated  among such  Subclasses  in  proportion  to the
respective amounts of Accrued Certificate  Interest payable on such Distribution
Date that would have resulted absent such reductions.

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

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

        Section 4.08  [Reserved].





                                            -30-

<PAGE>



                                    ARTICLE V

                                THE CERTIFICATES
                      (SEE ARTICLE V OF THE STANDARD TERMS)


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

          Section 5.02  Registration  of Transfer and  Exchange of  Certificates
               (See  Section  5.01(a)  through  (d) and (f)  through  (h) of the
               Standard Terms).

        (e)  ____ (i)  ____ In the  case of any  Class B or Class R  Certificate
presented  for  registration  in the name of any Person,  either (A) the Trustee
shall  require an Opinion of  Counsel  acceptable  to and in form and  substance
satisfactory  to the Trustee,  the Company and the Master Servicer to the effect
that  the  purchase  or  holding  of such  Class B or  Class  R  Certificate  is
permissible  under  applicable  law,  will  not  constitute  or  result  in  any
non-exempt  prohibited  transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended  ("ERISA"),  or Section 4975 of the Code
(or comparable  provisions of any subsequent  enactments),  and will not subject
the Trustee,  the Company or the Master  Servicer to any obligation or liability
(including  obligations or liabilities  under ERISA or Section 4975 of the Code)
in addition to those  undertaken  in this  Agreement,  which  Opinion of Counsel
shall not be an expense of the  Trustee,  the Company or the Master  Servicer or
(B) the  prospective  Transferee  shall be required to provide the Trustee,  the
Company and the Master Servicer with a certification  to the effect set forth in
paragraph  six of  Exhibit  H  (with  respect  to any  Class B  Certificate)  or
paragraph  fourteen of Exhibit G-1 to the  Standard  Terms (with  respect to any
Class R Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such Transferee or the Person in whose name
such  registration  is requested  either (a) is not an employee  benefit plan or
other plan subject to the prohibited  transaction provisions of ERISA or Section
4975 of the Code,  or any  Person  (including  an  investment  manager,  a named
fiduciary or a trustee of any such plan) who is using "plan  assets" of any such
plan to effect such acquisition  (each, a "Plan Investor") or (b) in the case of
any Class B  Certificate,  the  following  conditions  are  satisfied:  (i) such
Transferee is an insurance company, (ii) the source of funds used to purchase or
hold such  Certificate  (or interest  therein) is an "insurance  company general
account" (as defined in U.S.  Department of Labor Prohibited  Transaction  Class
Exemption  ("PTCE") 95-60,  and (iii) the conditions set forth in Sections I and
III of PTCE 95-60 have been  satisfied  (each entity that  satisfies this clause
(b), a "Complying Insurance Company").

               (ii) Any  Transferee of a Class M  Certificate  will be deemed to
have  represented by virtue of its purchase or holding of such  Certificate  (or
interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has  acquired  and  is  holding  such  Certificate  in  reliance  on  Prohibited
Transaction  Exemption  ("PTE") 94-29,  59 Fed. Reg. 14674 (March 29, 1994),  as
amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997),  PTE 2000-58,  65 Fed.
Reg.  67765  (November 13, 2000) and PTE 2002-41,  67 Fed Reg. 54487 (August 22,
2002) (the "RFC  Exemption"),  and that it  understands  that there are  certain
conditions  to the  availability  of  the  RFC  Exemption  including  that  such
Certificate must be rated, at the time of purchase, not lower than


                                            -31-

<PAGE>



"BBB-" (or its  equivalent)  by Standard & Poor's,  Fitch or Moody's or (c) such
Transferee is a Complying Insurance Company.

                      (iii) (A) ____ If any Class M Certificate (or any interest
therein) is acquired
or held by any  Person  that  does  not  satisfy  the  conditions  described  in
paragraph (ii) above, then the last preceding  Transferee that either (i) is not
a Plan  Investor,  (ii) acquired  such  Certificate  in compliance  with the RFC
Exemption,  or (iii) is a Complying Insurance Company shall be restored,  to the
extent  permitted by law, to all rights and  obligations  as  Certificate  Owner
thereof  retroactive  to the date of such Transfer of such Class M  Certificate.
The Trustee  shall be under no  liability  to any Person for making any payments
due on such Certificate to such preceding Transferee.

                      (B) ____ Any purported Certificate Owner whose acquisition
or holding of any
Class M  Certificate  (or  interest  therein)  was  effected in violation of the
restrictions  in this Section  5.02(e)  shall  indemnify  and hold  harmless the
Company, the Trustee, the Master Servicer, any Subservicer, each Underwriter and
the Trust  Fund  from and  against  any and all  liabilities,  claims,  costs or
expenses incurred by such parties as a result of such acquisition or holding.

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

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

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


                                            -32-

<PAGE>



                                   ARTICLE VI

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


                                      -33-

<PAGE>



                                   ARTICLE VII

                                     DEFAULT
                     (SEE ARTICLE VII OF THE STANDARD TERMS)


                                            -34-

<PAGE>



                                        ARTICLE VIII

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


                                            -35-

<PAGE>



                                         ARTICLE IX

                                   TERMINATION
                           (SEE ARTICLE IX OF THE STANDARD TERMS)



                                            -36-

<PAGE>



                                    ARTICLE X

                                REMIC PROVISIONS

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

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

Section 10.03 Designation of REMIC(s).

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

        The Class A-1,  Class A-2,  Class A-3,  Class A-4, Class A-5, Class A-6,
Class A-P,  Class M-1,  Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates and the rights in and to which will be represented by the Class A-V
Certificates,  will  be  "regular  interests"  in the  REMIC,  and  the  Class R
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC  Provisions (as defined in the Standard Terms) under federal income
tax law.  On and  after  the  date of  issuance  of any  Subclass  of Class  A-V
Certificates  pursuant  to  Section  5.01(c)  of the  Standard  Terms,  any such
Subclass will represent the  Uncertificated  Class A-V REMIC Regular Interest or
Interests specified by the initial Holder of the Class A-V Certificates pursuant
to said Section.

      Section 10.04 Distributions on the Uncertificated REMIC Regular Interests.

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

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

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



                                            -37-

<PAGE>



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

        Section 10.05 Compliance with Withholding Requirements.

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


                                            -38-

<PAGE>



                                         ARTICLE XI

                                  MISCELLANEOUS PROVISIONS

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

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

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

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

Section 11.05 Notices. All demands and notices hereunder shall be in writing and
     shall be  deemed  to have been duly  given if  personally  delivered  at or
     mailed by  registered  mail,  postage  prepaid  (except  for notices to the
     Trustee which shall be deemed to have been duly given only when  received),
     to the appropriate address for each recipient listed in the table below or,
     in each case,  such other  address as may hereafter be furnished in writing
     to the Master Servicer, the Trustee and the Company, as applicable:


           Recipient                                        Address
                       8400 Normandale Lake Boulevard
                       Suite 250, Minneapolis, Minnesota  55437,
Company                Attention:  President
                       2255 N. Ontario Street, Suite 400
                       Burbank, California 91504-2130,
Master Servicer        Attention:  Managing Director/Master Servicing
                       Corporate Trust Office
                       The Trustee designates its offices located at
                       c/o DTC Transfer Services
                       55 Water Street, 1st Floor-Jeanette Park Entrance
                      New York, New York 10041, for the purposes of Section 8.12
Trustee                of the Standard Terms
                       55 Water Street
Standard and Poor's    New York, New York 10041
Moody's                99 Church Street
                       New York, New York 10007

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.



                                            -39-

<PAGE>



       Section 11.06 Required Notices to Rating Agency and Subservicer.

       The Company,  the Master  Servicer or the Trustee,  as applicable,  shall
notify each Rating  Agency and the  Subservicer  at such time as it is otherwise
required  pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating  Agency at such time as  otherwise  required to be
delivered  pursuant to this  Agreement  of any of the  statements  described  in
clauses (e) and (f) below:

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

              (b) ____ the occurrence of an Event of Default,

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

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

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

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

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

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

              (i) ____ the occurrence of the Final Distribution Date, and

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

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

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

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

Section 11.09 Allocation of Voting Rights.



                                            -40-

<PAGE>



       98.0%  of  all  Voting  Rights  shall  be  allocated   among  Holders  of
Certificates,  other than the Class A-V Certificates and Residual  Certificates,
in  proportion  to the  outstanding  Certificate  Principal  Balances  of  their
respective Certificates;  1.0% of all Voting Rights shall be allocated among the
Holders  of the Class A-V  Certificates  in  accordance  with  their  respective
Percentage Interests; and 1.0% of all Voting Rights shall be allocated among the
Holders  of the  Class  R  Certificates  in  accordance  with  their  respective
Percentage Interests.



                                            -41-

<PAGE>




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


[Seal]
                                       RESIDENTIAL       FUNDING
                                       MORTGAGE   SECURITIES  I,
                                       INC.

Attest:/s/                      By:/s/
       Name:                            Name:
       Title:                           Title:



[Seal]
                                RESIDENTIAL FUNDING CORPORATION

Attest:/s/                      By:/s/
        Name:                           Name:
        Title:                          Title:



[Seal]
                                                  BANK      ONE,
                                                  NATIONAL
                                                  ASSOCIATION as
                                                  Trustee


Attest:/s/                      By:       /s/
        Name:                           Name:
        Title:                          Title:





                                      -42-

<PAGE>




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

               On the 27th day of February,  2003 before me, a notary  public in
and for said State,  personally  appeared Julie  Malanoski,  known to me to be a
Vice President of Residential  Funding  Mortgage  Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

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

                                                    Notary Public

                                                    _________________

[Notarial Seal]


                                      -43-

<PAGE>




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

               On the 27th day of February,  2003 before me, a notary  public in
and for said  State,  personally  appeared  Lisa  Lundsten,  known to me to be a
Managing Director of Residential  Funding  Corporation,  one of the corporations
that executed the within  instrument,  and also known to me to be the person who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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


                                                    Notary Public

                                                    __________________

[Notarial Seal]


                                      -44-

<PAGE>




STATE OF ILLINOIS               )
                                ) ss.:
COUNTY OF COOK                  )

               On the 27th day of February,  2003 before me, a notary  public in
and for said State,  personally  appeared Keith Richardson,  known to me to be a
Vice President of Bank One, National  Association,  the entity that executed the
within  instrument,  and also known to me to be the person  who  executed  it on
behalf of said banking  entity and  acknowledged  to me that such banking entity
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]



                                      -45-

<PAGE>



                                   EXHIBIT ONE
                             MORTGAGE LOAN SCHEDULE
                            (Available Upon Request)


  RUN ON     : 02/21/03           RFC DISCLOSURE SYSTEM       RFFSDFIX-01
  AT         : 07.33.44           FIXED PASSTHRU REPORT       AMORTIZED BALANCE
  SERIES     : RFMSI 2003-S3                                  CUTOFF : 02/01/03
  POOL       : 0004660
             :
             :
  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
  --------------------------------------------------------------------------

      8040023                              .2500
      692,420.64                          .0800
            6.3750                         .0000
            6.1250                         .0000
            6.0450                         .0000
            5.2500                         .7950

      8119901                              .2500
      420,452.74                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8152797                              .2500
      685,815.40                          .0800
            6.0000                         .0000
            5.7500                         .0000
            5.6700                         .0000
            5.2500                         .4200

      8188015                              .2500
      645,470.98                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8206657                              .2500
      445,285.28                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8228635                              .2500
      489,280.19                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700
1



      8240111                              .2500
      396,190.36                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8243107                              .2500
      377,352.27                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8243797                              .2500
      372,359.36                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8244125                              .2500
      398,624.57                          .0800
            6.0000                         .0000
            5.7500                         .0000
            5.6700                         .0000
            5.2500                         .4200

      8246617                              .2500
      542,195.61                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8248979                              .2500
      607,960.96                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8251111                              .2500
      350,789.62                          .0800
            6.0000                         .0000
            5.7500                         .0000
            5.6700                         .0000
            5.2500                         .4200

      8258373                              .2500
      645,518.68                          .0800
            6.0000                         .0000
            5.7500                         .0000
            5.6700                         .0000
            5.2500                         .4200
1



      8262785                              .2500
      427,804.92                          .0800
            6.1250                         .0000
            5.8750                         .0000
            5.7950                         .0000
            5.2500                         .5450

      8264045                              .2500
      387,253.74                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8264111                              .2500
      397,183.32                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8265511                              .2500
      426,907.71                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8266191                              .2500
      421,787.37                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8267539                              .2500
      620,645.18                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8268277                              .2500
      357,808.20                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8269565                              .2500
      392,083.33                          .0800
            6.2500                         .0000
            6.0000                         .0000
            5.9200                         .0000
            5.2500                         .6700
1



      8275289                              .2500
      397,113.60                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8276863                              .2500
      289,013.40                          .0800
            6.1250                         .0000
            5.8750                         .0000
            5.7950                         .0000
            5.2500                         .5450

      8277231                              .2500
      572,980.35                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8278931                              .2500
      473,500.00                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8279797                              .2500
      153,464.80                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8281315                              .2500
      645,470.98                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8281375                              .2500
      496,404.28                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8281393                              .2500
      450,836.65                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950
1



      8285829                              .2500
      153,464.80                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8286151                              .2500
      413,070.64                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8286855                              .2500
      851,984.11                          .0800
            5.7000                         .0000
            5.4500                         .0000
            5.3700                         .0000
            5.2500                         .1200

      8288537                              .2500
      413,784.30                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8291347                              .2500
      387,635.28                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8293219                              .2500
       89,693.82                          .0800
            6.1250                         .0000
            5.8750                         .0000
            5.7950                         .0000
            5.2500                         .5450

      8293795                              .2500
      835,554.82                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8294079                              .2500
      982,409.45                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450
1



      8294481                              .2500
      342,596.13                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8295981                              .2500
      438,470.85                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8296625                              .2500
      520,860.65                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8296655                              .2500
      418,509.08                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8296673                              .2500
      443,436.97                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8297297                              .2500
      336,910.63                          .0800
            6.2500                         .0000
            6.0000                         .0000
            5.9200                         .0000
            5.2500                         .6700

      8297699                              .2500
      420,452.74                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8297701                              .2500
      573,760.22                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950
1



      8297703                              .2500
      392,357.95                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8297709                              .2500
      436,768.83                          .0300
            5.2500                         .0000
            5.0000                         .0000
            4.9700                         .0000
            4.9700                         .0000

      8297713                              .2500
      643,115.51                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8297715                              .2500
      390,861.50                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8297743                              .2500
      402,843.17                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8297747                              .2500
      399,272.46                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8297749                              .2500
      392,655.03                          .0300
            5.0000                         .0000
            4.7500                         .0000
            4.7200                         .0000
            4.7200                         .0000

      8297753                              .2500
      338,454.36                          .0800
            6.0000                         .0000
            5.7500                         .0000
            5.6700                         .0000
            5.2500                         .4200
1



      8297765                              .2500
      626,729.81                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8297771                              .2500
      405,520.64                          .0300
            5.3750                         .0000
            5.1250                         .0000
            5.0950                         .0000
            5.0950                         .0000

      8297791                              .2500
      395,908.08                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8297795                              .2500
      389,915.25                          .0800
            6.0000                         .0000
            5.7500                         .0000
            5.6700                         .0000
            5.2500                         .4200

      8297809                              .2500
      327,570.88                          .0300
            5.3750                         .0000
            5.1250                         .0000
            5.0950                         .0000
            5.0950                         .0000

      8297831                              .2500
      422,478.98                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8297839                              .2500
      395,769.68                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8297897                              .2500
      498,308.98                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700
1



      8297901                              .2500
      642,042.33                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8297903                              .2500
      417,104.38                          .0800
            6.0000                         .0000
            5.7500                         .0000
            5.6700                         .0000
            5.2500                         .4200

      8297919                              .2500
      988,960.50                          .0300
            5.2500                         .0000
            5.0000                         .0000
            4.9700                         .0000
            4.9700                         .0000

      8297931                              .2500
      435,692.91                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8297943                              .2500
      558,709.14                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8297947                              .2500
      899,687.25                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8297973                              .2500
      754,648.31                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8298027                              .2500
      427,965.02                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700
1



      8298031                              .2500
      543,644.66                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8298075                              .2500
      641,908.78                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298081                              .2500
      487,811.26                          .0800
            6.1250                         .0000
            5.8750                         .0000
            5.7950                         .0000
            5.2500                         .5450

      8298091                              .2500
      380,880.70                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298099                              .2500
      347,353.62                          .0300
            5.3750                         .0000
            5.1250                         .0000
            5.0950                         .0000
            5.0950                         .0000

      8298141                              .2500
      426,432.32                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8298153                              .2500
      387,356.52                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8298203                              .2500
      451,267.63                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000
1



      8298221                              .2500
      352,347.98                          .0800
            6.1250                         .0000
            5.8750                         .0000
            5.7950                         .0000
            5.2500                         .5450

      8298225                              .2500
      425,064.77                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298227                              .2500
      399,233.11                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8298249                              .2500
      385,827.21                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298259                              .2500
      517,462.52                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8298273                              .2500
      356,267.73                          .0800
            6.0000                         .0000
            5.7500                         .0000
            5.6700                         .0000
            5.2500                         .4200

      8298287                              .2500
      583,687.32                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298309                              .2500
      380,923.66                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700
1



      8298331                              .2500
      642,972.24                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8298375                              .2500
      643,045.35                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298399                              .2500
      544,115.29                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298407                              .2500
      390,639.39                          .0300
            5.2500                         .0000
            5.0000                         .0000
            4.9700                         .0000
            4.9700                         .0000

      8298443                              .2500
      392,249.99                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298449                              .2500
      357,356.31                          .0300
            5.2500                         .0000
            5.0000                         .0000
            4.9700                         .0000
            4.9700                         .0000

      8298489                              .2500
      451,121.04                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450

      8298501                              .2500
      381,267.35                          .0800
            5.6250                         .0000
            5.3750                         .0000
            5.2950                         .0000
            5.2500                         .0450
1



      8298593                              .2500
      494,706.03                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8298605                              .2500
      379,939.37                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8298609                              .2500
      380,749.80                          .0300
            5.2500                         .0000
            5.0000                         .0000
            4.9700                         .0000
            4.9700                         .0000

      8298617                              .2500
      633,080.36                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8298621                              .2500
      402,097.07                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8298639                              .2500
      399,137.37                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8298663                              .2500
      498,663.70                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8298677                              .2500
      736,791.00                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700
1



      8298681                              .2500
      539,229.60                          .0800
            5.7500                         .0000
            5.5000                         .0000
            5.4200                         .0000
            5.2500                         .1700

      8298707                              .2500
      433,905.73                          .0800
            5.8750                         .0000
            5.6250                         .0000
            5.5450                         .0000
            5.2500                         .2950

      8298727                              .2500
      642,972.24                          .0300
            5.5000                         .0000
            5.2500                         .0000
            5.2200                         .0000
            5.2200                         .0000

      8298747                              .2500
      354,906.82                          .0300
            5.2500                         .0000
            5.0000                         .0000
            4.9700                         .0000
            4.9700                         .0000

      8299135                              .2500
      538,700.00                          .0800
            6.1250                         .0000
            5.8750                         .0000
            5.7950                         .0000
            5.2500                         .5450

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            5.4200                         .0000
            5.2500                         .1700

  TOTAL NUMBER OF LOANS:      496
  TOTAL BALANCE........:        203,300,018.12


  RUN ON     : 02/21/03            RFC DISCLOSURE SYSTEM      RFFSDFIX-01
  AT         : 07.33.44            INITIAL SECURITY FEES      AMORTIZED BALANCE
  SERIES     : RFMSI 2003-S3        FIXED SUMMARY REPORT      CUTOFF : 02/01/03
  POOL       : 0004660
             :
             :
  POOL STATUS: F

                                   WEIGHTED AVERAGES      FROM         TO
  ---------------------------------------------------------------------------
  CURR NOTE RATE                        5.6889            5.0000      6.5000
  RFC NET RATE                          5.4389            4.7500      6.2500
  NET MTG RATE(INVSTR RATE)             5.3709            4.7200      6.1700
  POST STRIP RATE                       5.2316            4.7200      5.2500
  SUB SERV FEE                           .2500             .2500       .2500
  MSTR SERV FEE                          .0680             .0300        .0800
  ALL EXP                                .0000             .0000       .0000
  MISC EXP                               .0000             .0000       .0000
  SPREAD                                 .0000             .0000       .0000
  STRIP                                  .1392             .0000       .9200







  TOTAL NUMBER OF LOANS:   496
  TOTAL BALANCE........:     203,300,018.12


                             ***************************
                             *      END OF REPORT      *
                             ***************************
  RUN ON     : 02/21/03           RFC DISCLOSURE SYSTEM       RFFSD177-01
  AT         : 07.33.44          FIXED RATE LOAN LISTING      AMORTIZED BALANCE
  SERIES     : RFMSI 2003-S3                                  CUTOFF : 02/01/03
  POOL       : 0004660
             :
             :
  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 #
  ______________________________________________________________________________


    8040023          G75/G75             F          719,300.00         ZZ
                                         168        692,420.64          1
                                       6.375          6,483.34         24
                                       6.125          6,483.34
    CAPE MAY         NJ   08204          5            07/19/02         00
    04725959                             05           09/01/02          0
    04725959                             O            08/01/16
    0


    8119901          Q57/G01             F          425,000.00         ZZ
                                         180        420,452.74          1
                                       5.625          3,500.86         25
                                       5.375          3,500.86
    STANFORD         CA   94305          2            09/27/02         00
    0434739983                           02           12/01/02          0
    10003588                             O            11/01/17
    0


    8152797          E98/G01             F          693,000.00         ZZ
                                         180        685,815.40          1
                                       6.000          5,847.93         57
                                       5.750          5,847.93
    MINNETONKA       MN   55305          2            10/24/02         00
    0434832911                           05           12/01/02          0
    8113001615513                        O            11/01/17
    0


    8188015          U80/G01             F          650,000.00         T
                                         180        645,470.98          1
                                       5.875          5,441.27         44
                                       5.625          5,441.27
    PAWLEYS ISLAND   SC   29585          2            11/06/02         00
    0435131776                           05           01/01/03          0
1


    30008063                             O            12/01/17
    0


    8206657          G27/G01             F          450,000.00         ZZ
                                         180        445,285.28          1
                                       5.875          3,767.03         60
                                       5.625          3,767.03
    EDGEWATER        MD   21037          5            10/30/02         00
    0435268735                           05           12/01/02          0
    23902101                             O            11/01/17
    0


    8228635          M27/G01             F          492,750.00         T
                                         180        489,280.19          1
                                       5.750          4,091.85         75
                                       5.500          4,091.85
    ISLE OF PALMS    SC   29451          1            11/15/02         00
    0435198411                           05           01/01/03          0
    0100039094                           O            12/01/17
    0


    8240111          964/G01             F          399,000.00         ZZ
                                         180        396,190.36          1
                                       5.750          3,313.34         41
                                       5.500          3,313.34
    FREMONT          CA   94539          5            10/31/02         00
    0434995874                           03           01/01/03          0
    275086                               O            12/01/17
    0


    8243107          E22/G01             F          380,000.00         ZZ
                                         180        377,352.27          1
                                       5.875          3,181.05         46
                                       5.625          3,181.05
    CONCORD          MA   01742          2            11/22/02         00
    0415402189                           05           01/01/03          0
    0415402189                           O            12/01/17
    0


    8243797          U80/U80             F          375,000.00         ZZ
                                         180        372,359.36          1
                                       5.750          3,114.04         56
                                       5.500          3,114.04
    CHARLESTON       SC   29401          5            11/20/02         00
    30008633                             05           01/01/03          0
    30008633                             O            12/01/17
    0


1


    8244125          F25/G01             F          400,000.00         ZZ
                                         180        398,624.57          1
                                       6.000          3,375.43         40
                                       5.750          3,375.43
    WHITESTONE       NY   11357          2            11/25/02         00
    0435073028                           05           02/01/03          0
    R0206080                             O            01/01/18
    0


    8246617          757/G01             F          546,000.00         ZZ
                                         180        542,195.61          1
                                       5.875          4,570.67         70
                                       5.625          4,570.67
    CHICAGO          IL   60626          2            11/15/02         00
    0435262621                           05           01/01/03          0
    1001007275                           O            12/01/17
    0


    8248979          E82/G01             F          614,500.00         ZZ
                                         180        607,960.96          1
                                       5.875          5,144.09         69
                                       5.625          5,144.09
    NORTHVILLE       MI   48167          2            11/26/02         00
    0400723417                           05           02/01/03          0
    7287880                              O            01/01/18
    0


    8251111          E82/G01             F          352,000.00         ZZ
                                         180        350,789.62          1
                                       6.000          2,970.38         55
                                       5.750          2,970.38
    PRINCETON        NJ   08540          2            11/27/02         00
    0400701926                           05           02/01/03          0
    0400701926                           O            01/01/18
    0


    8258373          757/G01             F          650,000.00         ZZ
                                         180        645,518.68          1
                                       6.000          5,485.07         66
                                       5.750          5,485.07
     NEWTON          MA   02465          2            11/19/02         00
    0435281498                           05           01/01/03          0
    003083                               O            12/01/17
    0


    8262785          144/144             F          435,000.00         ZZ
                                         144        427,804.92          1
                                       6.125          4,273.14         46
                                       5.875          4,273.14
1


    SCARSDALE        NY   10583          2            10/30/02         00
    160701284                            05           12/01/02          0
    160701284                            O            11/01/14
    0


    8264045          F28/G01             F          390,000.00         ZZ
                                         180        387,253.74          1
                                       5.750          3,238.60         56
                                       5.500          3,238.60
    WEST BLOOMFIELD  MI   48322          2            11/11/02         00
    0435006465                           05           01/01/03          0
    3959096                              O            12/01/17
    0


    8264111          F28/G01             F          400,000.00         ZZ
                                         180        397,183.32          1
                                       5.750          3,321.64         47
                                       5.500          3,321.64
    RUMSON           NJ   07760          2            11/15/02         00
    0435005335                           05           01/01/03          0
    4247390                              O            12/01/17
    0


    8265511          E33/G01             F          430,000.00         ZZ
                                         180        426,907.71          1
                                       5.500          3,513.46         69
                                       5.250          3,513.46
    EVANSTON         IL   60201          5            11/18/02         00
    0435332275                           05           01/01/03          0
    964058                               O            12/01/17
    0


    8266191          253/253             F          425,000.00         ZZ
                                         180        421,787.37          1
                                       5.500          3,472.61         68
                                       5.250          3,472.61
    DALWORTHINGTON   TX   76016          5            11/05/02         00
    442718                               05           01/01/03          0
    442718                               O            12/01/17
    0


    8267539          956/G01             F          625,000.00         ZZ
                                         180        620,645.18          1
                                       5.875          5,231.99         40
                                       5.625          5,231.99
    PARADISE VALLEY  AZ   85253          5            11/07/02         00
    0435126404                           05           01/01/03          0
    1112110032                           O            12/01/17
    0
1




    8268277          956/G01             F          360,400.00         ZZ
                                         180        357,808.20          1
                                       5.500          2,944.77         80
                                       5.250          2,944.77
    PLYMOUTH         MN   55446          2            11/25/02         00
    0435127162                           05           01/01/03          0
    3512100173                           O            12/01/17
    0


    8269565          E22/G01             F          400,000.00         ZZ
                                         180        392,083.33          1
                                       6.250          3,429.69         50
                                       6.000          3,429.69
    MILSTONE TOWNSH  NJ   07726          5            12/04/02         00
    0415380575                           05           02/01/03          0
    0415380575                           O            01/01/18
    0


    8275289          952/G01             F          399,900.00         ZZ
                                         180        397,113.60          1
                                       5.875          3,347.64         50
                                       5.625          3,347.64
    WYCKOFF          NJ   07481          2            11/29/02         00
    0435111950                           05           01/01/03          0
    20028031                             O            12/01/17
    0


    8276863          E82/G01             F          290,000.00         ZZ
                                         180        289,013.40          1
                                       6.125          2,466.81         78
                                       5.875          2,466.81
    MEMPHIS          TN   38119          5            12/09/02         00
    0400726477                           05           02/01/03          0
    7224723                              O            01/01/18
    0


    8277231          U80/U80             F          575,000.00         ZZ
                                         180        572,980.35          1
                                       5.750          4,774.86         78
                                       5.500          4,774.86
    HARTSVILLE       SC   29550          2            12/06/02         00
    30008776                             05           02/01/03          0
    30008776                             O            01/01/18
    0


    8278931          E33/G01             F          473,500.00         ZZ
                                         180        473,500.00          1
1


                                       5.500          3,868.89         60
                                       5.250          3,868.89
    LAKE FOREST      IL   60045          2            01/03/03         00
    0435247077                           05           03/01/03          0
    8278931                              O            02/01/18
    0


    8279797          E82/G01             F          154,000.00         ZZ
                                         180        153,464.80          1
                                       5.875          1,289.16         70
                                       5.625          1,289.16
    LYNBROOK         NY   11563          2            12/10/02         00
    0400725776                           05           02/01/03          0
    1544200                              O            01/01/18
    0


    8281315          E86/G01             F          650,000.00         ZZ
                                         180        645,470.98          1
                                       5.875          5,441.27         79
                                       5.625          5,441.27
    DAVIDSONVILLE    MD   21035          2            11/18/02         00
    0435119540                           05           01/01/03          0
    241224                               O            12/01/17
    0


    8281375          E86/G01             F          500,000.00         ZZ
                                         180        496,404.28          1
                                       5.500          4,085.42         59
                                       5.250          4,085.42
    NAPERVILLE       IL   60564          2            11/26/02         00
    0435116264                           05           01/01/03          0
    236236                               O            12/01/17
    0


    8281393          E86/G01             F          454,000.00         ZZ
                                         180        450,836.65          1
                                       5.875          3,800.52         74
                                       5.625          3,800.52
    FAYETTEVILLE     GA   30215          2            11/18/02         00
    0435118609                           03           01/01/03          0
    249979                               O            12/01/17
    0


    8285829          E82/G01             F          154,000.00         ZZ
                                         180        153,464.80          1
                                       5.875          1,289.16         66
                                       5.625          1,289.16
    LOS ANGELES      CA   91342          2            12/04/02         00
    0400742813                           05           02/01/03          0
1


    1968138                              O            01/01/18
    0


    8286151          956/G01             F          416,000.00         ZZ
                                         180        413,070.64          1
                                       5.750          3,454.51         80
                                       5.500          3,454.51
    ARVADA           CO   80007          2            11/22/02         00
    0435125661                           03           01/01/03          0
    3612100133                           O            12/01/17
    0


    8286855          550/550             F          855,000.00         T
                                         180        851,984.11          1
                                       5.700          7,077.14         41
                                       5.450          7,077.14
    MILL VALLEY      CA   94941          2            11/25/02         00
    120613802                            09           02/01/03          0
    120613802                            O            01/01/18
    0


    8288537          956/G01             F          416,750.00         ZZ
                                         180        413,784.30          1
                                       5.625          3,432.90         42
                                       5.375          3,432.90
    MERCER ISLAND    WA   98040          2            11/20/02         00
    0435125810                           05           01/01/03          0
    1312110066                           O            12/01/17
    0


    8291347          225/G01             F          395,000.00         ZZ
                                         120        387,635.28          1
                                       5.750          4,335.89         49
                                       5.500          4,335.89
    WILTON           CT   06897          2            10/29/02         00
    0435108949                           05           12/01/02          0
    7413325                              O            11/01/12
    0


    8293219          K15/G01             F           90,000.00         ZZ
                                         180         89,693.82          1
                                       6.125            765.56         42
                                       5.875            765.56
    BROCKTON         MA   02302          5            12/09/02         00
    0435122106                           05           02/01/03          0
    029705504554                         O            01/01/18
    0


1


    8293795          M27/G01             F          838,500.00         ZZ
                                         180        835,554.82          1
                                       5.750          6,962.99         60
                                       5.500          6,962.99
    CORNELIUS        NC   28031          2            12/04/02         00
    0435137617                           03           02/01/03          0
    600856238                            O            01/01/18
    0


    8294079          E86/G01             F        1,000,000.00         ZZ
                                         180        982,409.45          1
                                       5.625          8,237.32         48
                                       5.375          8,237.32
    JUPITER          FL   33477          2            11/22/02         00
    0435116181                           03           01/01/03          0
    241288                               O            12/01/17
    0


    8294481          M27/G01             F          345,000.00         ZZ
                                         180        342,596.13          1
                                       5.875          2,888.06         75
                                       5.625          2,888.06
    GREENSBORO       NC   27406          2            11/27/02         00
    0435137062                           05           01/01/03          0
    0100057159                           O            12/01/17
    0


    8295981          E22/G01             F          440,000.00         ZZ
                                         180        438,470.85          1
                                       5.875          3,683.32         24
                                       5.625          3,683.32
    COLTS NECK       NJ   07722          2            12/12/02         00
    0415593276                           05           02/01/03          0
    0415593276                           O            01/01/18
    0


    8296625          L46/L46             F          525,000.00         ZZ
                                         180        520,860.65          1
                                       5.750          4,359.66         62
                                       5.500          4,359.66
    DALLAS           TX   75214          2            12/02/02         00
    0000983031                           05           01/01/03          0
    0000983031                           O            12/01/17
    0


    8296655          A35/G01             F          420,000.00         ZZ
                                         180        418,509.08          1
                                       5.625          3,459.67         33
                                       5.375          3,459.67
1


    MUTTONTOWN       NY   11732          5            12/11/02         00
    0435131180                           05           02/01/03          0
    S14264                               O            01/01/18
    0


    8296673          M27/G01             F          445,000.00         ZZ
                                         180        443,436.97          1
                                       5.750          3,695.32         23
                                       5.500          3,695.32
    NASHVILLE        TN   37205          5            12/09/02         00
    0435203633                           05           02/01/03          0
    5000103083                           O            01/01/18
    0


    8297297          952/G01             F          339,200.00         ZZ
                                         180        336,910.63          1
                                       6.250          2,908.38         49
                                       6.000          2,908.38
    BLAUVELT         NY   10913          2            11/26/02         00
    0435128095                           05           01/01/03          0
    20028041                             O            12/01/17
    0


    8297699          225/G01             F          425,000.00         ZZ
                                         180        420,452.74          1
                                       5.625          3,500.86         71
                                       5.375          3,500.86
    HAMILTON         VA   20158          5            10/21/02         00
    0435127220                           05           12/01/02          0
    006208987                            O            11/01/17
    0


    8297701          225/G01             F          580,000.00         ZZ
                                         180        573,760.22          1
                                       5.875          4,855.29         62
                                       5.625          4,855.29
    JACKSONVILLE     FL   32211          1            10/30/02         00
    0435124656                           05           12/01/02          0
    006597867                            O            11/01/17
    0


    8297703          225/G01             F          395,200.00         ZZ
                                         180        392,357.95          1
                                       5.500          3,229.11         80
                                       5.250          3,229.11
    RICHMOND         VA   23226          2            11/06/02         00
    0435127543                           05           01/01/03          0
    006209265                            O            12/01/17
    0
1




    8297709          225/G01             F          440,000.00         ZZ
                                         180        436,768.83          1
                                       5.250          3,537.06         34
                                       5.000          3,537.06
    CORAL GABLES     FL   33143          5            10/31/02         00
    0435131743                           05           01/01/03          0
    006306877                            O            12/01/17
    0


    8297713          225/G01             F          650,000.00         ZZ
                                         180        643,115.51          1
                                       5.750          5,397.67         60
                                       5.500          5,397.67
    ODESSA           FL   33556          1            10/18/02         00
    0435130315                           03           12/01/02          0
    006528704                            O            11/01/17
    0


    8297715          225/G01             F          395,000.00         ZZ
                                         180        390,861.50          1
                                       5.875          3,306.62         74
                                       5.625          3,306.62
    WASHINGTON       NJ   07853          2            10/21/02         00
    0435195235                           05           12/01/02          0
    006548459                            O            11/01/17
    0


    8297743          225/G01             F          407,200.00         ZZ
                                         180        402,843.17          1
                                       5.625          3,354.24         80
                                       5.375          3,354.24
    LONG BRANCH CIT  NJ   07740          1            10/25/02         00
    0435140587                           01           12/01/02          0
    006595467                            O            11/01/17
    0


    8297747          225/G01             F          403,500.00         ZZ
                                         180        399,272.46          1
                                       5.875          3,377.77         58
                                       5.625          3,377.77
    NEWPORT NEWS     VA   23602          5            10/25/02         00
    0435140405                           05           12/01/02          0
    006597935                            O            11/01/17
    0


    8297749          225/G01             F          400,000.00         ZZ
                                         180        392,655.03          1
1


                                       5.000          3,163.17         80
                                       4.750          3,163.17
    MECHANICSBURG    PA   17050          1            09/23/02         00
    0435150768                           05           11/01/02          0
    006598799                            O            10/01/17
    0


    8297753          225/G01             F          342,000.00         ZZ
                                         180        338,454.36          1
                                       6.000          2,885.99         58
                                       5.750          2,885.99
    BERNARDS TWP     NJ   07920          2            10/04/02         00
    0435176078                           05           12/01/02          0
    006714046                            O            11/01/17
    0


    8297765          225/G01             F          650,000.00         ZZ
                                         180        626,729.81          1
                                       5.750          5,397.67         24
                                       5.500          5,397.67
    HARWOOD          MD   20776          2            09/25/02         00
    0435177399                           05           11/01/02          0
    006716946                            O            10/01/17
    0


    8297771          225/G01             F          410,000.00         ZZ
                                         180        405,520.64          1
                                       5.375          3,322.91         66
                                       5.125          3,322.91
    OAKLAND          NJ   07436          5            10/15/02         00
    0435133103                           05           12/01/02          0
    006716997                            O            11/01/17
    0


    8297791          225/G01             F          400,100.00         ZZ
                                         180        395,908.08          1
                                       5.875          3,349.31         54
                                       5.625          3,349.31
    MOUNTAINSIDE     NJ   07092          5            10/28/02         00
    0435130489                           05           12/01/02          0
    006850168                            O            11/01/17
    0


    8297795          225/G01             F          394,000.00         ZZ
                                         180        389,915.25          1
                                       6.000          3,324.80         29
                                       5.750          3,324.80
    VIRGINIA BEACH   VA   23451          2            10/23/02         00
    0435125562                           05           12/01/02          0
1


    006850283                            O            11/01/17
    0


    8297809          225/G01             F          332,000.00         ZZ
                                         180        327,570.88          1
                                       5.375          2,690.75         52
                                       5.125          2,690.75
    SALEM            VA   24153          2            10/18/02         00
    0435135108                           05           12/01/02          0
    006850703                            O            11/01/17
    0


    8297831          225/G01             F          427,000.00         ZZ
                                         180        422,478.98          1
                                       5.750          3,545.85         80
                                       5.500          3,545.85
    CHAPIN           SC   29036          2            10/31/02         00
    0435127204                           03           12/01/02          0
    006851345                            O            11/01/17
    0


    8297839          225/G01             F          400,050.00         ZZ
                                         180        395,769.68          1
                                       5.625          3,295.34         53
                                       5.375          3,295.34
    FAIRFAX STATION  VA   22039          5            10/16/02         00
    0435131057                           05           12/01/02          0
    006851667                            O            11/01/17
    0


    8297897          225/G01             F          505,000.00         ZZ
                                         180        498,308.98          1
                                       5.750          4,193.57         43
                                       5.500          4,193.57
    VILLANOVA        PA   19085          2            10/18/02         00
    0435150263                           05           12/01/02          0
    006852899                            O            11/01/17
    0


    8297901          225/G01             F          650,000.00         ZZ
                                         180        642,042.33          1
                                       5.875          5,441.27         38
                                       5.625          5,441.27
    ATLANTA          GA   30327          2            10/17/02         00
    0435178934                           05           12/01/02          0
    006852916                            O            11/01/17
    0


1


    8297903          225/G01             F          420,000.00         ZZ
                                         180        417,104.38          1
                                       6.000          3,544.20         33
                                       5.750          3,544.20
    LAVALLETTE BORO  NJ   08735          5            10/31/02         00
    0435125042                           05           01/01/03          0
    006852940                            O            12/01/17
    0


    8297919          225/G01             F        1,000,000.00         ZZ
                                         180        988,960.50          1
                                       5.250          8,038.78         76
                                       5.000          8,038.78
    CLIFTON          VA   20124          1            10/24/02         00
    0435130679                           03           12/01/02          0
    006853643                            O            11/01/17
    0


    8297931          225/G01             F          438,750.00         ZZ
                                         180        435,692.91          1
                                       5.875          3,672.86         65
                                       5.625          3,672.86
    RALEIGH          NC   27615          5            11/01/02         00
    0435133624                           03           01/01/03          0
    006853855                            O            12/01/17
    0


    8297943          225/G01             F          563,000.00         ZZ
                                         180        558,709.14          1
                                       5.750          4,675.21         47
                                       5.500          4,675.21
    CHARLOTTE        NC   28226          2            11/05/02         00
    0435195813                           03           01/01/03          0
    006854359                            O            12/01/17
    0


    8297947          225/G01             F          906,000.00         ZZ
                                         180        899,687.25          1
                                       5.875          7,584.29         42
                                       5.625          7,584.29
    SULLIVANS ISL    SC   29482          2            11/04/02         00
    0435195557                           05           01/01/03          0
    006854441                            O            12/01/17
    0


    8297973          225/G01             F          760,000.00         ZZ
                                         180        754,648.31          1
                                       5.750          6,311.12         80
                                       5.500          6,311.12
1


    ATLANTA          GA   30327          2            10/31/02         00
    0435132527                           05           01/01/03          0
    006855435                            O            12/01/17
    0


    8298027          225/G01             F          431,000.00         ZZ
                                         180        427,965.02          1
                                       5.750          3,579.07         48
                                       5.500          3,579.07
    WASHINGTON       DC   20007          2            11/07/02         00
    0435131222                           03           01/01/03          0
    006856295                            O            12/01/17
    0


    8298031          225/G01             F          547,500.00         ZZ
                                         180        543,644.66          1
                                       5.750          4,546.50         66
                                       5.500          4,546.50
    TAMPA            FL   33606          2            10/29/02         00
    0435196050                           05           01/01/03          0
    006856459                            O            12/01/17
    0


    8298075          225/G01             F          650,000.00         ZZ
                                         180        641,908.78          1
                                       5.625          5,354.26         52
                                       5.375          5,354.26
    WILTON           CT   06897          5            10/18/02         00
    0435131941                           05           12/01/02          0
    007377263                            O            11/01/17
    0


    8298081          225/G01             F          499,900.00         T
                                         180        487,811.26          1
                                       6.125          4,252.27         59
                                       5.875          4,252.27
    DESTIN           FL   32550          1            06/27/02         00
    0435130190                           01           08/01/02          0
    007379417                            O            07/01/17
    0


    8298091          225/G01             F          385,000.00         ZZ
                                         180        380,880.70          1
                                       5.625          3,171.37         62
                                       5.375          3,171.37
    KENNEBUNK        ME   04043          2            10/04/02         00
    0435196464                           05           12/01/02          0
    007394061                            O            11/01/17
    0
1




    8298099          225/G01             F          352,500.00         ZZ
                                         180        347,353.62          1
                                       5.375          2,856.89         74
                                       5.125          2,856.89
    VILLA PARK       IL   60181          5            09/25/02         00
    0435208145                           05           11/01/02          0
    007397714                            O            10/01/17
    0


    8298141          225/G01             F          430,000.00         ZZ
                                         180        426,432.32          1
                                       5.875          3,599.61         15
                                       5.625          3,599.61
    JUPITER          FL   33477          2            11/06/02         00
    0435127014                           05           01/01/03          0
    007415682                            O            12/01/17
    0


    8298153          225/G01             F          391,700.00         ZZ
                                         180        387,356.52          1
                                       5.750          3,252.72         48
                                       5.500          3,252.72
    ALEDO            TX   76008          2            10/18/02         00
    0435124508                           03           12/01/02          0
    007416029                            O            11/01/17
    0


    8298203          225/G01             F          456,200.00         T
                                         180        451,267.63          1
                                       5.500          3,727.53         46
                                       5.250          3,727.53
    SANIBEL          FL   33957          2            10/23/02         00
    0435173554                           01           12/01/02          0
    008479926                            O            11/01/17
    0


    8298221          225/G01             F          356,000.00         ZZ
                                         180        352,347.98          1
                                       6.125          3,028.23         71
                                       5.875          3,028.23
    GERMANTOWN       MD   20876          2            11/01/02         00
    0435124268                           05           12/01/02          0
    007399864                            O            11/01/17
    0


    8298225          225/G01             F          430,000.00         ZZ
                                         180        425,064.77          1
1


                                       5.625          3,542.05         75
                                       5.375          3,542.05
    DURHAN           NC   27705          2            11/01/02         00
    0435130349                           05           12/01/02          0
    007401048                            O            11/01/17
    0


    8298227          225/G01             F          412,000.00         ZZ
                                         180        399,233.11          1
                                       5.875          3,448.93         43
                                       5.625          3,448.93
    LOUISVILLE       KY   40059          2            10/16/02         00
    0435166988                           05           12/01/02          0
    007401349                            O            11/01/17
    0


    8298249          225/G01             F          390,000.00         ZZ
                                         180        385,827.21          1
                                       5.625          3,212.56         65
                                       5.375          3,212.56
    GREEN OAKS       IL   60048          2            10/18/02         00
    0435196662                           03           12/01/02          0
    007402469                            O            11/01/17
    0


    8298259          225/G01             F          523,000.00         ZZ
                                         180        517,462.52          1
                                       5.750          4,343.05         48
                                       5.500          4,343.05
    ST CHARLES       IL   60174          2            10/23/02         00
    0435124201                           05           12/01/02          0
    007404463                            O            11/01/17
    0


    8298273          225/G01             F          360,000.00         T
                                         180        356,267.73          1
                                       6.000          3,037.89         28
                                       5.750          3,037.89
    HILTON HEAD ISL  SC   29928          2            10/31/02         00
    0435123948                           08           12/01/02          0
    007404837                            O            11/01/17
    0


    8298287          225/G01             F          590,000.00         ZZ
                                         180        583,687.32          1
                                       5.625          4,860.02         35
                                       5.375          4,860.02
    DARIEN           CT   06820          2            10/09/02         00
    0435150446                           05           12/01/02          0
1


    007405269                            O            11/01/17
    0


    8298309          225/G01             F          385,000.00         ZZ
                                         180        380,923.66          1
                                       5.750          3,197.08         66
                                       5.500          3,197.08
    DURANGO          CO   81301          2            10/28/02         00
    0435131420                           03           12/01/02          0
    007406107                            O            11/01/17
    0


    8298331          225/G01             F          650,000.00         ZZ
                                         180        642,972.24          1
                                       5.500          5,311.05         40
                                       5.250          5,311.05
    FT LAUDERDAL     FL   33308          5            11/01/02         00
    0435132048                           03           12/01/02          0
    007406668                            O            11/01/17
    0


    8298375          225/G01             F          650,000.00         T
                                         180        643,045.35          1
                                       5.625          5,354.26         17
                                       5.375          5,354.26
    NANTUCKET        MA   02554          2            10/28/02         00
    0435129754                           05           12/01/02          0
    007407150                            O            11/01/17
    0


    8298399          225/G01             F          550,000.00         ZZ
                                         180        544,115.29          1
                                       5.625          4,530.53         58
                                       5.375          4,530.53
    WEST PALM BEACH  FL   33411          5            10/15/02         00
    0435132089                           03           12/01/02          0
    007407425                            O            11/01/17
    0


    8298407          225/G01             F          395,000.00         ZZ
                                         180        390,639.39          1
                                       5.250          3,175.32         44
                                       5.000          3,175.32
    LAKEWOOD         CO   80227          2            10/15/02         00
    0435195037                           03           12/01/02          0
    007407569                            O            11/01/17
    0


1


    8298443          225/G01             F          397,000.00         ZZ
                                         180        392,249.99          1
                                       5.625          3,270.21         59
                                       5.375          3,270.21
    WILDWOOD         MO   63038          2            10/22/02         00
    0435133038                           05           12/01/02          0
    007407820                            O            11/01/17
    0


    8298449          225/G01             F          360,000.00         ZZ
                                         180        357,356.31          1
                                       5.250          2,893.96         80
                                       5.000          2,893.96
    MARIETTA         GA   30062          2            10/28/02         00
    0435150370                           03           01/01/03          0
    007408001                            O            12/01/17
    0


    8298489          225/G01             F          456,000.00         ZZ
                                         180        451,121.04          1
                                       5.625          3,756.22         38
                                       5.375          3,756.22
    ATLANTA          GA   30306          2            10/21/02         00
    0435132113                           05           12/01/02          0
    007408785                            O            11/01/17
    0


    8298501          225/G01             F          384,000.00         ZZ
                                         180        381,267.35          1
                                       5.625          3,163.13         75
                                       5.375          3,163.13
    HIGHLANDS RAN    CO   80129          2            11/06/02         00
    0435130141                           03           01/01/03          0
    007408972                            O            12/01/17
    0


    8298593          225/G01             F          500,000.00         ZZ
                                         180        494,706.03          1
                                       5.750          4,152.06         62
                                       5.500          4,152.06
    NORTH READING    MA   01864          5            10/30/02         00
    0435127436                           05           12/01/02          0
    007410073                            O            11/01/17
    0


    8298605          225/G01             F          400,000.00         ZZ
                                         180        379,939.37          1
                                       5.875          3,348.48         28
                                       5.625          3,348.48
1


    ENGLEWOOD        CO   80110          2            10/23/02         00
    0435195672                           05           12/01/02          0
    007410259                            O            11/01/17
    0


    8298609          225/G01             F          385,000.00         ZZ
                                         180        380,749.80          1
                                       5.250          3,094.93         80
                                       5.000          3,094.93
    TUCSON           AZ   85718          1            10/24/02         00
    0435150594                           03           12/01/02          0
    007410331                            O            11/01/17
    0


    8298617          225/G01             F          640,000.00         T
                                         180        633,080.36          1
                                       5.500          5,229.34         74
                                       5.250          5,229.34
    ANTHEM           AZ   85086          2            10/18/02         00
    0435179270                           03           12/01/02          0
    007410356                            O            11/01/17
    0


    8298621          225/G01             F          406,400.00         ZZ
                                         180        402,097.07          1
                                       5.750          3,374.79         42
                                       5.500          3,374.79
    SCOTTSDALE       AZ   85255          2            10/30/02         00
    0435129887                           03           12/01/02          0
    007410369                            O            11/01/17
    0


    8298639          225/G01             F          403,500.00         ZZ
                                         180        399,137.37          1
                                       5.500          3,296.94         67
                                       5.250          3,296.94
    ALPHARETTA       GA   30004          2            10/25/02         00
    0435177415                           03           12/01/02          0
    007410545                            O            11/01/17
    0


    8298663          225/G01             F          504,000.00         ZZ
                                         180        498,663.70          1
                                       5.750          4,185.27         28
                                       5.500          4,185.27
    WELLESLEY        MA   02481          2            10/24/02         00
    0435124839                           05           12/01/02          0
    007411025                            O            11/01/17
    0
1




    8298677          225/G01             F          745,000.00         ZZ
                                         180        736,791.00          1
                                       5.750          6,186.56         63
                                       5.500          6,186.56
    ATLANTA          GA   30305          2            10/25/02         00
    0435130208                           05           12/01/02          0
    007411134                            O            11/01/17
    0


    8298681          225/G01             F          545,000.00         ZZ
                                         180        539,229.60          1
                                       5.750          4,525.74         54
                                       5.500          4,525.74
    ANDOVER          MA   01810          2            10/25/02         00
    0435129861                           05           12/01/02          0
    007411222                            O            11/01/17
    0


    8298707          225/G01             F          438,500.00         ZZ
                                         180        433,905.73          1
                                       5.875          3,670.77         69
                                       5.625          3,670.77
    PARK CITY        UT   84098          5            10/16/02         00
    0435130778                           05           12/01/02          0
    007411347                            O            11/01/17
    0


    8298727          225/G01             F          650,000.00         ZZ
                                         180        642,972.24          1
                                       5.500          5,311.05         47
                                       5.250          5,311.05
    NEW FAIRFIELD    CT   06812          5            10/30/02         00
    0435140595                           05           12/01/02          0
    007411558                            O            11/01/17
    0


    8298747          225/G01             F          400,000.00         ZZ
                                         180        354,906.82          1
                                       5.250          3,215.52         75
                                       5.000          3,215.52
    SUWANEE          GA   30024          1            10/28/02         00
    0435196290                           03           12/01/02          0
    007411711                            O            11/01/17
    0


    8299135          Y26/G01             F          542,400.00         ZZ
                                         180        538,700.00          1
1


                                       6.125          4,613.79         80
                                       5.875          4,613.79
    SANTA ROSA       CA   95404          1            11/20/02         00
    0435289715                           05           01/01/03          0
    115600660                            O            12/01/17
    0


    8301695          M27/G01             F          346,500.00         ZZ
                                         180        345,282.94          1
                                       5.750          2,877.37         75
                                       5.500          2,877.37
    CHAPEL HILL      NC   27516          5            12/10/02         00
    0435236484                           03           02/01/03          0
    0100021140                           O            01/01/18
    0


    8301763          G75/G01             F          523,000.00         ZZ
                                         180        519,317.18          1
                                       5.750          4,343.05         78
                                       5.500          4,343.05
    PORT TOBACCO     MD   20677          2            11/14/02         00
    0435120746                           05           01/01/03          0
    04844014                             O            12/01/17
    0


    8301795          G75/G01             F          446,700.00         ZZ
                                         180        445,097.45          1
                                       5.500          3,649.92         75
                                       5.250          3,649.92
    RALEIGH          NC   27612          2            11/25/02         00
    0435117924                           05           02/01/03          0
    4855752                              O            01/01/18
    0


    8301987          G27/G01             F          400,000.00         ZZ
                                         180        392,907.48          1
                                       5.750          3,321.64         65
                                       5.500          3,321.64
    IJAMSVILLE       MD   21754          5            08/22/02         00
    0435180583                           03           10/01/02          0
    23902070                             O            09/01/17
    0


    8303055          U42/G01             F          650,000.00         ZZ
                                         180        647,812.17          1
                                       6.250          5,573.25         69
                                       6.000          5,573.25
    FRISCO           TX   75034          2            12/10/02         00
    0435148952                           05           02/01/03          0
1


    12202872                             O            01/01/18
    0


    8303155          225/G01             F          450,000.00         ZZ
                                         180        445,432.34          1
                                       6.250          3,858.40         75
                                       6.000          3,858.40
    OMAHA            NE   68154          5            10/25/02         00
    0435236864                           05           12/01/02          0
    007397045                            O            11/01/17
    0


    8303175          L21/G01             F          560,000.00         ZZ
                                         180        558,053.80          1
                                       5.875          4,687.87         79
                                       5.625          4,687.87
    HOPKINTON        MA   01748          2            12/04/02         00
    0435127832                           05           02/01/03          0
    021CR2172                            O            01/01/18
    0


    8303707          773/G01             F          385,000.00         ZZ
                                         180        383,676.15          1
                                       6.000          3,248.85         48
                                       5.750          3,248.85
    NEWTON           MA   02459          2            12/06/02         00
    0435123617                           05           02/01/03          0
    10002791                             O            01/01/18
    0


    8303733          773/G01             F          387,000.00         ZZ
                                         180        384,331.89          1
                                       6.000          3,265.73         39
                                       5.750          3,265.73
    LYME             NH   03768          2            11/13/02         00
    0435122304                           05           01/01/03          0
    10003288                             O            12/01/17
    0


    8303735          R65/G01             F          787,500.00         ZZ
                                         180        782,012.92          1
                                       5.875          6,592.31         50
                                       5.625          6,592.31
    DOVER            MA   02030          2            11/05/02         00
    0435151543                           05           01/01/03          0
    0001479314                           O            12/01/17
    0


1


    8305713          369/G01             F          389,000.00         ZZ
                                         180        386,289.54          1
                                       5.875          3,256.40         59
                                       5.625          3,256.40
    DECATUR          IL   62521          2            12/03/02         00
    0435137435                           05           01/01/03          0
    74791559                             O            12/01/17
    0


    8305819          367/367             F          385,500.00         ZZ
                                         180        384,145.96          1
                                       5.750          3,201.23         75
                                       5.500          3,201.23
    WASHINGTON       DC   20037          5            12/10/02         00
    99373411                             06           02/01/03          0
    99373411                             O            01/01/18
    0


    8305847          367/367             F          626,000.00         ZZ
                                         180        623,824.43          1
                                       5.875          5,240.36         61
                                       5.625          5,240.36
    WASHINGTON       DC   20008          2            12/10/02         00
    99168442                             07           02/01/03          0
    99168442                             O            01/01/18
    0


    8306145          K15/G01             F           50,000.00         ZZ
                                         120         49,686.54          1
                                       5.500            542.63         56
                                       5.250            542.63
    PACE             FL   32571          5            12/13/02         00
    0435137773                           05           02/01/03          0
    009305503817                         O            01/01/13
    0


    8306821          M12/G01             F          450,000.00         ZZ
                                         180        448,419.40          1
                                       5.750          3,736.85         64
                                       5.500          3,736.85
    TUCSON           AZ   85718          2            12/17/02         00
    0435213509                           03           02/01/03          0
    R0983                                O            01/01/18
    0


    8307459          E82/G01             F          380,500.00         ZZ
                                         180        379,163.52          1
                                       5.750          3,159.71         66
                                       5.500          3,159.71
1


    ROCKVILLE CENTR  NY   11570          2            12/12/02         00
    0400722203                           05           02/01/03          0
    1999461                              O            01/01/18
    0


    8307899          E22/G01             F          399,950.00         ZZ
                                         180        398,560.03          1
                                       5.875          3,348.06         49
                                       5.625          3,348.06
    BLOOMFIELD HILL  MI   48304          2            12/18/02         00
    0415638279                           05           02/01/03          0
    0415638279                           O            01/01/18
    0


    8308029          E22/G01             F          399,950.00         ZZ
                                         180        398,545.20          1
                                       5.750          3,321.23         62
                                       5.500          3,321.23
    SEATTLE          WA   98122          2            12/16/02         00
    0415450766                           05           02/01/03          0
    0415450766                           O            01/01/18
    0


    8308081          E22/G01             F          447,000.00         ZZ
                                         180        445,429.95          1
                                       5.750          3,711.93         78
                                       5.500          3,711.93
    ROCHESTER HILLS  MI   48309          2            12/18/02         00
    0415428549                           05           02/01/03          0
    0415428549                           O            01/01/18
    0


    8308387          624/G01             F          396,000.00         ZZ
                                         180        394,623.76          1
                                       5.875          3,314.99         80
                                       5.625          3,314.99
    CHINO HILLS      CA   91709          2            12/03/02         00
    0435271358                           05           02/01/03          0
    1000015819                           O            01/01/18
    0


    8308427          Y26/G01             F          388,500.00         ZZ
                                         180        387,149.82          1
                                       5.875          3,252.21         44
                                       5.625          3,252.21
    SEBASTOPOL       CA   95472          5            12/02/02         00
    0435147103                           05           02/01/03          0
    115600569                            O            01/01/18
    0
1




    8308617          956/G01             F          428,850.00         ZZ
                                         180        425,798.19          1
                                       5.625          3,532.57         21
                                       5.375          3,532.57
    RUMSON           NJ   07760          2            11/18/02         00
    0435132717                           05           01/01/03          0
    02110005                             O            12/01/17
    0


    8308623          T09/G01             F          350,000.00         ZZ
                                         180        348,783.63          1
                                       5.875          2,929.91         63
                                       5.625          2,929.91
    SAN MATEO        CA   94403          2            12/11/02         00
    0435123104                           05           02/01/03          0
    2002235900                           O            01/01/18
    0


    8308661          Q59/G01             F          325,000.00         ZZ
                                         180        323,870.51          1
                                       5.875          2,720.64         63
                                       5.625          2,720.64
    HACIENDA HEIGHT  CA   91745          2            12/11/02         00
    0435137203                           03           02/01/03          0
    0000403660                           O            01/01/18
    0


    8308799          U19/G01             F          601,850.00         ZZ
                                         180        599,736.04          1
                                       5.750          4,997.82         21
                                       5.500          4,997.82
    GREENWOOD VILLA  CO   80121          2            12/17/02         00
    0435149125                           05           02/01/03          0
    88041205                             O            01/01/18
    0


    8309371          964/G01             F          444,000.00         ZZ
                                         180        442,423.88          1
                                       5.625          3,657.37         36
                                       5.375          3,657.37
    SARATOGA         CA   95070          2            12/10/02         00
    0435138045                           05           02/01/03          0
    308341                               O            01/01/18
    0


    8309737          R65/G01             F          538,000.00         ZZ
                                         180        536,069.92          1
1


                                       5.500          4,395.91         62
                                       5.250          4,395.91
    NOVATO           CA   94949          5            12/09/02         00
    0435226923                           05           02/01/03          0
    4192484588                           O            01/01/18
    0


    8309909          E22/G01             F          448,000.00         ZZ
                                         120        445,247.69          1
                                       5.875          4,945.64         46
                                       5.625          4,945.64
    OAK PARK         IL   60302          2            12/19/02         00
    0415335124                           05           02/01/03          0
    0415335124                           O            01/01/13
    0


    8309921          E22/G01             F          399,990.00         ZZ
                                         180        398,585.06          1
                                       5.750          3,321.56         17
                                       5.500          3,321.56
    OLD GREENWICH    CT   06870          2            12/19/02         00
    0415392851                           05           02/01/03          0
    0415392851                           O            01/01/18
    0


    8310869          X08/G01             F          403,000.00         ZZ
                                         180        401,643.55          1
                                       6.250          3,455.41         65
                                       6.000          3,455.41
    EDEN             UT   84310          2            12/06/02         00
    0435153937                           05           02/01/03          0
    6019031                              O            01/01/18
    0


    8311285          550/550             F          400,000.00         ZZ
                                         180        398,606.90          1
                                       5.850          3,343.10         61
                                       5.600          3,343.10
    LOS ANGELES      CA   90004          2            12/18/02         00
    120620757                            05           02/01/03          0
    120620757                            O            01/01/18
    0


    8313423          E11/G01             F          868,000.00         ZZ
                                         180        864,951.21          1
                                       5.750          7,207.96         70
                                       5.500          7,207.96
    ORONO            MN   55356          2            12/19/02         00
    0435219050                           05           02/01/03          0
1


    0003001052437                        O            01/01/18
    0


    8314393          E82/G01             F          349,700.00         ZZ
                                         180        345,484.67          1
                                       5.875          2,927.40         30
                                       5.625          2,927.40
    ALPHARETTA       GA   30004          2            12/26/02         00
    0400738159                           05           02/01/03          0
    1826865                              O            01/01/18
    0


    8314617          E82/G01             F          580,000.00         ZZ
                                         180        577,984.29          1
                                       5.875          4,855.29         54
                                       5.625          4,855.29
    NEW ORLEANS      LA   70115          2            12/23/02         00
    0400739041                           05           02/01/03          0
    2863815                              O            01/01/18
    0


    8314727          E22/G01             F          418,500.00         ZZ
                                         180        417,030.04          1
                                       5.750          3,475.27         47
                                       5.500          3,475.27
    HOUSTON          TX   77066          2            12/20/02         00
    0415567965                           03           02/01/03          0
    0415567965                           O            01/01/18
    0


    8317701          A06/G01             F          750,000.00         ZZ
                                         180        747,337.64          1
                                       5.625          6,177.99         58
                                       5.375          6,177.99
    GROSSE POINTE S  MI   48236          2            12/21/02         00
    0435134820                           05           02/01/03          0
    021000020223894                      O            01/01/18
    0


    8318727          696/G01             F          430,000.00         ZZ
                                         180        427,003.88          1
                                       5.875          3,599.61         49
                                       5.625          3,599.61
    CHEVY CHASE      MD   20815          1            12/04/02         00
    0435220611                           05           01/01/03          0
    31902155                             O            12/01/17
    0


1


    8319875          964/G01             F          400,000.00         ZZ
                                         180        398,580.07          1
                                       5.625          3,294.93         51
                                       5.375          3,294.93
    ZEPHYR COVE      NV   89448          5            12/23/02         00
    0435155213                           05           02/01/03          0
    303589                               O            01/01/18
    0


    8319971          X51/G01             F          403,000.00         ZZ
                                         180        401,569.42          1
                                       5.625          3,319.64         51
                                       5.375          3,319.64
    AVALON           CA   90704          2            12/24/02         00
    0435146048                           05           02/01/03          0
    R2054451                             O            01/01/18
    0


    8320081          U28/G01             F          450,000.00         ZZ
                                         180        448,368.54          1
                                       5.375          3,647.09         34
                                       5.125          3,647.09
    ATLANTA          GA   30327          2            12/20/02         00
    0435141023                           05           02/01/03          0
    FISHMANPE7                           O            01/01/18
    0


    8321465          E82/G01             F          398,700.00         ZZ
                                         180        397,284.69          1
                                       5.625          3,284.22         53
                                       5.375          3,284.22
    DAHLONEGA        GA   30533          2            12/18/02         00
    0400747069                           05           02/01/03          0
    5553945                              O            01/01/18
    0


    8321507          E82/G01             F          160,000.00         ZZ
                                         180        159,443.94          1
                                       5.875          1,339.39         68
                                       5.625          1,339.39
    SEATTLE          WA   98106          2            12/18/02         00
    0400739686                           05           02/01/03          0
    7109262                              O            01/01/18
    0


    8322173          696/G01             F          510,000.00         ZZ
                                         180        508,189.60          1
                                       5.625          4,201.03         72
                                       5.375          4,201.03
1


    OAKTON           VA   22124          1            12/20/02         00
    0435170444                           03           02/01/03          0
    40102021                             O            01/01/18
    0


    8322471          E82/G01             F          454,000.00         ZZ
                                         180        454,000.00          1
                                       5.875          3,800.52         83
                                       5.625          3,800.52
    SETAUKET         NY   11733          2            12/27/02         04
    0400739371                           05           03/01/03         17
    4801503                              O            02/01/18
    0


    8322675          E22/G01             F          432,000.00         ZZ
                                         180        430,482.63          1
                                       5.750          3,587.37         80
                                       5.500          3,587.37
    LA MIRADA        CA   90638          2            12/18/02         00
    0415468792                           05           02/01/03          0
    0415468792                           O            01/01/18
    0


    8322917          E22/G01             F          399,000.00         ZZ
                                         180        397,568.59          1
                                       5.500          3,260.16         50
                                       5.250          3,260.16
    NORTHBROOK       IL   60062          5            12/27/02         00
    0415729771                           05           02/01/03          0
    0415729771                           O            01/01/18
    0


    8322933          E22/G01             F          764,000.00         ZZ
                                         180        761,344.83          1
                                       5.875          6,395.59         44
                                       5.625          6,395.59
    DALLAS           TX   75225          5            12/26/02         00
    0415740638                           05           02/01/03          0
    0415740638                           O            01/01/18
    0


    8324017          A06/G01             F          350,000.00         ZZ
                                         180        348,770.64          1
                                       5.750          2,906.44         67
                                       5.500          2,906.44
    BEVERLY HILLS    MI   48025          2            12/16/02         00
    0435166897                           05           02/01/03          0
    021000020226340                      O            01/01/18
    0
1




    8324227          964/G01             F          399,999.00         ZZ
                                         180        398,594.02          1
                                       5.750          3,321.64         32
                                       5.500          3,321.64
    SARATOGA         CA   95070          5            12/17/02         00
    0435223821                           05           02/01/03          0
    307856                               O            01/01/18
    0


    8324303          N47/G01             F          416,000.00         ZZ
                                         180        414,507.60          1
                                       5.500          3,399.07         75
                                       5.250          3,399.07
    SAN JOSE         CA   95148          2            12/26/02         00
    0435214267                           05           02/01/03          0
    20501221                             O            01/01/18
    0


    8326611          E82/G01             F          248,800.00         ZZ
                                         180        248,800.00          2
                                       6.000          2,099.52         46
                                       5.750          2,099.52
    STATEN ISLAND    NY   10312          2            12/30/02         00
    0400667093                           05           03/01/03          0
    1898515                              O            02/01/18
    0


    8326619          E82/G01             F          396,000.00         ZZ
                                         180        396,000.00          1
                                       5.875          3,314.99         52
                                       5.625          3,314.99
    BROOKLYN         NY   11230          2            12/30/02         00
    0400725412                           05           03/01/03          0
    7906009                              O            02/01/18
    0


    8326629          E82/G01             F          292,200.00         ZZ
                                         180        292,200.00          1
                                       5.750          2,426.46         72
                                       5.500          2,426.46
    SIMI VALLEY      CA   93065          2            12/27/02         00
    0400747481                           05           03/01/03          0
    4568180                              O            02/01/18
    0


    8326633          E82/G01             F          635,400.00         ZZ
                                         180        635,400.00          1
1


                                       5.750          5,276.43         59
                                       5.500          5,276.43
    CHINO HILLS      CA   91709          2            12/27/02         00
    0400744496                           05           03/01/03          0
    7718290                              O            02/01/18
    0


    8326635          E82/G01             F          433,000.00         ZZ
                                         180        433,000.00          1
                                       6.000          3,653.90         51
                                       5.750          3,653.90
    CROSS RIVER      NY   10518          2            12/31/02         00
    0400707626                           05           03/01/03          0
    1795852                              O            02/01/18
    0


    8326637          E82/G01             F          546,500.00         ZZ
                                         180        546,500.00          1
                                       5.625          4,501.69         76
                                       5.375          4,501.69
    CUMBERLAND       ME   04110          2            12/30/02         00
    0400749701                           05           03/01/03          0
    5220105                              O            02/01/18
    0


    8327331          G51/G01             F          352,500.00         ZZ
                                         120        350,319.69          1
                                       5.750          3,869.37         75
                                       5.500          3,869.37
    COLORADO SPRING  CO   80919          2            12/20/02         00
    0435246624                           05           02/01/03          0
    20002637                             O            01/01/13
    0


    8328645          N47/G01             F          529,000.00         ZZ
                                         180        527,161.54          1
                                       5.875          4,428.36         57
                                       5.625          4,428.36
    DANVILLE         CA   94506          2            12/13/02         00
    0435223144                           05           02/01/03          0
    90500257                             O            01/01/18
    0


    8329305          E82/G01             F          264,200.00         ZZ
                                         180        264,200.00          1
                                       5.750          2,193.94         58
                                       5.500          2,193.94
    CARLSBAD         CA   92009          2            12/27/02         00
    0400754040                           05           03/01/03          0
1


    6051466                              O            02/01/18
    0


    8329371          356/356             F          369,000.00         ZZ
                                         180        367,744.63          1
                                       6.125          3,138.81         53
                                       5.875          3,138.81
    PACIFICA         CA   94044          2            12/06/02         00
    28977031                             05           02/01/03          0
    28977031                             O            01/01/18
    0


    8329421          356/G01             F        1,000,000.00         ZZ
                                         180        996,487.56          1
                                       5.750          8,304.11         68
                                       5.500          8,304.11
    SUNOL            CA   94586          2            12/11/02         00
    0435337605                           05           02/01/03          0
    3054095                              O            01/01/18
    0


    8329755          E82/G01             F          286,100.00         ZZ
                                         180        286,100.00          1
                                       5.875          2,395.00         79
                                       5.625          2,395.00
    LAS VEGAS        NV   89147          2            12/30/02         00
    0400755963                           05           03/01/03          0
    1811470                              O            02/01/18
    0


    8329773          E82/G01             F          276,200.00         ZZ
                                         180        276,200.00          1
                                       5.625          2,275.15         50
                                       5.375          2,275.15
    PASADENA         CA   91105          2            12/30/02         00
    0400758181                           05           03/01/03          0
    1609874                              O            02/01/18
    0


    8330735          M29/G01             F          930,000.00         ZZ
                                         180        930,000.00          1
                                       5.500          7,598.88         31
                                       5.250          7,598.88
    DENVER           CO   80218          2            01/03/03         00
    0435193156                           05           03/01/03          0
    0211231TC                            O            02/01/18
    0


1


    8331361          738/G01             F          426,900.00         ZZ
                                         180        425,432.07          1
                                       6.000          3,602.43         51
                                       5.750          3,602.43
    BIRMINGHAM       AL   35244          5            12/18/02         00
    0435188495                           03           02/01/03          0
    40816986                             O            01/01/18
    0


    8332156          E23/G01             F          360,000.00         ZZ
                                         180        356,188.35          1
                                       5.750          2,989.48         60
                                       5.500          2,989.48
    NORCO            CA   92860          2            10/15/02         00
    0435231014                           05           12/01/02          0
    51020335                             O            11/01/17
    0


    8335575          E82/G01             F          451,250.00         ZZ
                                         180        451,250.00          1
                                       5.875          3,777.50         38
                                       5.625          3,777.50
    WESTON           MA   02193          2            01/02/03         00
    0400744751                           05           03/01/03          0
    1886212                              O            02/01/18
    0


    8335811          E22/G01             F          416,000.00         ZZ
                                         180        414,554.26          1
                                       5.875          3,482.41         67
                                       5.625          3,482.41
    NOVI             MI   48374          2            12/30/02         00
    0415685494                           05           02/01/03          0
    0415685494                           O            01/01/18
    0


    8336035          E82/G01             F          349,000.00         ZZ
                                         180        349,000.00          1
                                       5.750          2,898.13         71
                                       5.500          2,898.13
    ROSEVILLE        CA   95661          2            12/27/02         00
    0400752788                           03           03/01/03          0
    5679667                              O            02/01/18
    0


    8336039          E82/G01             F          184,500.00         ZZ
                                         180        184,500.00          1
                                       5.500          1,507.52         64
                                       5.250          1,507.52
1


    LAGUNA HILLS     CA   92653          2            12/30/02         00
    0400752473                           05           03/01/03          0
    1883398                              O            02/01/18
    0


    8338480          F97/F97             F          364,000.00         ZZ
                                         180        356,650.88          1
                                       6.500          3,170.83         41
                                       6.250          3,170.83
    LAKE FOREST      IL   60045          5            09/10/02         00
    8000139502                           03           11/01/02          0
    8000139502                           O            10/01/17
    0


    8338490          F97/F97             F          555,000.00         ZZ
                                         180        543,195.48          1
                                       6.250          4,758.70         40
                                       6.000          4,758.70
    PARK RIDGE       IL   60068          2            09/26/02         00
    8000142813                           05           11/01/02          0
    8000142813                           O            10/01/17
    0


    8338881          E22/G01             F          551,500.00         ZZ
                                         180        549,562.89          1
                                       5.750          4,579.71         79
                                       5.500          4,579.71
    ROCHESTER        MN   55901          2            01/02/03         00
    0415697861                           05           02/01/03          0
    0415697861                           O            01/01/18
    0


    8338899          E22/G01             F          445,000.00         ZZ
                                         180        445,000.00          1
                                       5.500          3,636.02         55
                                       5.250          3,636.02
    MOUNTAIN VIEW    CA   94043          5            12/27/02         00
    0415717768                           05           03/01/03          0
    0415717768                           O            02/01/18
    0


    8339323          P34/G01             F          210,000.00         ZZ
                                         180        209,262.38          1
                                       5.750          1,743.87         94
                                       5.500          1,743.87
    WALDORF          MD   20601          2            12/23/02         10
    0435211602                           05           02/01/03         25
    15663                                O            01/01/18
    0
1




    8340097          550/550             F          954,000.00         ZZ
                                         180        954,000.00          1
                                       5.600          7,845.70         36
                                       5.350          7,845.70
    LOS ANGELES      CA   91316          2            12/31/02         00
    120625459                            05           03/01/03          0
    120625459                            O            02/01/18
    0


    8340103          Q97/G01             F          350,000.00         ZZ
                                         180        347,561.31          1
                                       5.875          2,929.91         29
                                       5.625          2,929.91
    WESTON           CT   06883          2            11/19/02         00
    0435178645                           05           01/01/03          0
    16101041                             O            12/01/17
    0


    8340185          952/G01             F          365,000.00         ZZ
                                         180        365,000.00          1
                                       5.750          3,031.00         67
                                       5.500          3,031.00
    FLANDERS         NJ   07836          5            01/03/03         00
    0435224928                           05           03/01/03          0
    20028066                             O            02/01/18
    0


    8340322          E23/G01             F          347,400.00         ZZ
                                         180        345,004.91          1
                                       6.000          2,931.56         72
                                       5.750          2,931.56
    ALPINE           CA   91901          2            11/25/02         00
    0435338082                           05           01/01/03          0
    11015286                             O            12/01/17
    0


    8341303          550/550             F          575,000.00         ZZ
                                         180        575,000.00          1
                                       5.600          4,728.80         47
                                       5.350          4,728.80
    SAN DIEGO        CA   92128          5            12/27/02         00
    120625301                            03           03/01/03          0
    120625301                            O            02/01/18
    0


    8341411          S11/G01             F          410,000.00         ZZ
                                         180        410,000.00          1
1


                                       5.750          3,404.68         56
                                       5.500          3,404.68
    REDONDO BEACH    CA   90277          2            12/30/02         00
    0435217104                           05           03/01/03          0
    10300047                             O            02/01/18
    0


    8342166          E23/G01             F          370,000.00         ZZ
                                         180        368,686.57          1
                                       5.625          3,047.81         60
                                       5.375          3,047.81
    JAMUL            CA   91935          2            12/13/02         00
    0435250444                           05           02/01/03          0
    11015665                             O            01/01/18
    0


    8342395          E22/G01             F          383,000.00         ZZ
                                         180        381,640.42          1
                                       5.625          3,154.89         76
                                       5.375          3,154.89
    ISSAQUAH         WA   98027          2            12/31/02         00
    0415513670                           03           02/01/03          0
    0415513670                           O            01/01/18
    0


    8342437          E22/G01             F          367,000.00         ZZ
                                         180        367,000.00          1
                                       5.500          2,998.70         49
                                       5.250          2,998.70
    SANTA BARBARA    CA   93110          2            12/27/02         00
    0415626092                           05           03/01/03          0
    0415626092                           O            02/01/18
    0


    8342528          367/367             F          430,000.00         ZZ
                                         180        428,489.66          1
                                       5.750          3,570.76         71
                                       5.500          3,570.76
    WASHINGTON       DC   20007          2            12/20/02         00
    99366690                             07           02/01/03          0
    99366690                             O            01/01/18
    0


    8342601          E22/G01             F          174,000.00         ZZ
                                         180        174,000.00          2
                                       5.750          1,444.91         72
                                       5.500          1,444.91
    ELIZABETH        NJ   07208          2            12/31/02         00
    0415792068                           05           03/01/03          0
1


    0415792068                           O            02/01/18
    0


    8342612          E33/G01             F          500,000.00         ZZ
                                         180        498,225.09          1
                                       5.625          4,118.66         28
                                       5.375          4,118.66
    LAKE FOREST      IL   60045          2            12/12/02         00
    0435180799                           05           02/01/03          0
    733501                               O            01/01/18
    0


    8342625          E22/G01             F          375,000.00         T
                                         180        375,000.00          1
                                       5.625          3,088.99         75
                                       5.375          3,088.99
    SAN FRANCISCO    CA   94122          2            12/31/02         00
    0415812395                           05           03/01/03          0
    0415812395                           O            02/01/18
    0


    8342877          624/G01             F          365,200.00         ZZ
                                         180        363,875.97          1
                                       5.375          2,959.82         61
                                       5.125          2,959.82
    ARROYO GRANDE    CA   93420          2            12/20/02         00
    0435233572                           05           02/01/03          0
    1000014120                           O            01/01/18
    0


    8342952          E33/G01             F        1,000,000.00         ZZ
                                         180      1,000,000.00          1
                                       5.500          8,170.83         33
                                       5.250          8,170.83
    LAKE FOREST      IL   60045          2            12/27/02         00
    0435190327                           05           03/01/03          0
    735551                               O            02/01/18
    0


    8342958          W53/G01             F          345,000.00         ZZ
                                         180        343,775.31          1
                                       5.625          2,841.88         89
                                       5.375          2,841.88
    MARIETTA         GA   30066          1            12/20/02         14
    0435140819                           05           02/01/03         25
    1304001761                           O            01/01/18
    0


1


    8342987          964/G01             F          413,000.00         ZZ
                                         180        411,533.93          1
                                       5.625          3,402.01         65
                                       5.375          3,402.01
    IRVINE           CA   92602          2            12/20/02         00
    0435271416                           03           02/01/03          0
    303702                               O            01/01/18
    0


    8343032          N16/G01             F          454,000.00         ZZ
                                         180        452,371.27          1
                                       5.500          3,709.56         49
                                       5.250          3,709.56
    GLENVIEW         IL   60025          2            12/30/02         00
    0435189014                           05           02/09/03          0
    527520446                            O            01/09/18
    0


    8343841          E82/G01             F          333,500.00         ZZ
                                         180        333,500.00          1
                                       5.625          2,747.15         69
                                       5.375          2,747.15
    LOS GATOS        CA   95032          2            01/03/03         00
    0400751319                           09           03/01/03          0
    1730482                              O            02/01/18
    0


    8343849          E82/G01             F          263,000.00         ZZ
                                         180        263,000.00          1
                                       5.750          2,183.98         45
                                       5.500          2,183.98
    SAN RAFAEL       CA   94901          2            01/03/03         00
    0400756797                           05           03/01/03          0
    1801517                              O            02/01/18
    0


    8343855          E82/G01             F          331,000.00         ZZ
                                         180        331,000.00          1
                                       5.875          2,770.86         52
                                       5.625          2,770.86
    PLEASANTON       CA   94588          2            01/03/03         00
    0400753216                           05           03/01/03          0
    0400753216                           O            02/01/18
    0


    8343859          E82/G01             F          361,100.00         ZZ
                                         180        361,100.00          1
                                       6.000          3,047.17         71
                                       5.750          3,047.17
1


    MIAMI            FL   33129          2            01/06/03         00
    0400741674                           06           03/01/03          0
    5133078                              O            02/01/18
    0


    8343865          E82/G01             F          193,500.00         ZZ
                                         180        193,500.00          1
                                       5.875          1,619.82         71
                                       5.625          1,619.82
    LOS ANGELES      CA   90291          2            12/30/02         00
    0400750170                           05           03/01/03          0
    1899724                              O            02/01/18
    0


    8343971          E84/G01             F          420,000.00         ZZ
                                         180        418,509.08          1
                                       5.625          3,459.67         52
                                       5.375          3,459.67
    SEBASTOPOL       CA   95472          2            12/02/02         00
    0435186226                           05           02/01/03          0
    31520292                             O            01/01/18
    0


    8344208          E23/G01             F          455,500.00         ZZ
                                         180        455,500.00          1
                                       5.875          3,813.07         75
                                       5.625          3,813.07
    VISTA            CA   92084          2            01/06/03         00
    0435219670                           05           03/01/03          0
    11016555                             O            02/01/18
    0


    8344234          E23/G01             F          470,000.00         ZZ
                                         180        468,313.88          1
                                       5.500          3,840.29         64
                                       5.250          3,840.29
    LOS ANGELES      CA   90025          2            12/27/02         00
    0435219704                           05           02/01/03          0
    51023213                             O            01/01/18
    0


    8344351          U35/G01             F           82,200.00         ZZ
                                         180         82,200.00          1
                                       6.000            693.65         75
                                       5.750            693.65
    FRESNO           CA   93725          5            01/07/03         00
    0435208301                           05           03/01/03          0
    0007580223                           O            02/01/18
    0
1




    8345144          E23/G01             F          500,000.00         ZZ
                                         180        500,000.00          1
                                       5.500          4,085.42         64
                                       5.250          4,085.42
    SANTA ANA        CA   92705          2            01/02/03         00
    0435244926                           05           03/01/03          0
    51023977                             O            02/01/18
    0


    8345333          E33/G01             F          600,000.00         ZZ
                                         180        600,000.00          1
                                       5.500          4,902.50         40
                                       5.250          4,902.50
    WADSWORTH        IL   60083          2            01/03/03         00
    0435194865                           05           03/01/03          0
    736951                               O            02/01/18
    0


    8345695          144/144             F          527,000.00         ZZ
                                         180        525,168.49          1
                                       5.875          4,411.61         42
                                       5.625          4,411.61
    KATONAH          NY   10536          2            12/04/02         00
    02/CONN R                            05           02/01/03          0
    02/CONN R                            O            01/01/18
    0


    8345706          H22/G01             F          175,000.00         ZZ
                                         180        175,000.00          1
                                       5.625          1,441.53         18
                                       5.375          1,441.53
    FLUSHING         NY   11358          1            01/15/03         00
    0435272141                           05           03/01/03          0
    0212030                              O            02/01/18
    0


    8345745          E22/G01             F          235,000.00         ZZ
                                         180        235,000.00          3
                                       5.625          1,935.77         27
                                       5.375          1,935.77
    SAN FRANCISCO    CA   94103          2            12/31/02         00
    0415783133                           05           03/01/03          0
    0415783133                           O            02/01/18
    0


    8345853          E22/G01             F          100,000.00         ZZ
                                         180        100,000.00          1
1


                                       6.000            843.86         62
                                       5.750            843.86
    HELOTES          TX   78023          5            01/03/03         00
    0415718279                           03           03/01/03          0
    0415718279                           O            02/01/18
    0


    8346296          E23/G01             F          365,000.00         ZZ
                                         180        365,000.00          1
                                       5.875          3,055.48         61
                                       5.625          3,055.48
    SANTA ANA        CA   92705          5            01/03/03         00
    0435282843                           05           03/01/03          0
    51023978                             O            02/01/18
    0


    8346322          E23/G01             F          322,700.00         ZZ
                                         180        322,700.00          1
                                       5.375          2,615.37         59
                                       5.125          2,615.37
    DISCOVERY BAY    CA   94514          2            01/09/03         00
    0435282827                           05           03/01/03          0
    61009101                             O            02/01/18
    0


    8346335          E82/G01             F          160,600.00         ZZ
                                         180        160,600.00          1
                                       5.750          1,333.64         54
                                       5.500          1,333.64
    MONTROSE         CA   91020          2            12/31/02         00
    0400752903                           05           03/01/03          0
    1946086                              O            02/01/18
    0


    8346339          E82/G01             F          285,000.00         ZZ
                                         180        285,000.00          1
                                       5.625          2,347.64         48
                                       5.375          2,347.64
    CARMEL VALLEY    CA   93924          5            12/31/02         00
    0400750634                           05           03/01/03          0
    0400750634                           O            02/01/18
    0


    8346912          E23/G01             F          375,000.00         ZZ
                                         180        375,000.00          1
                                       5.625          3,088.99         59
                                       5.375          3,088.99
    WHITTIER         CA   90603          2            01/10/03         00
    0435335179                           05           03/01/03          0
1


    51023495                             O            02/01/18
    0


    8347052          E23/G01             F          500,000.00         ZZ
                                         180        500,000.00          1
                                       5.500          4,085.42         75
                                       5.250          4,085.42
    SAN CLEMENTE     CA   92673          2            01/21/03         00
    0435333455                           03           03/01/03          0
    11016541                             O            02/01/18
    0


    8347104          N16/G01             F          485,000.00         ZZ
                                         180        485,000.00          1
                                       5.375          3,930.76         60
                                       5.125          3,930.76
    CAMARILLO        CA   93012          2            01/23/03         00
    0435302666                           05           03/05/03          0
    N16                                  O            02/05/18
    0


    8347178          E23/G01             F          435,000.00         ZZ
                                         180        435,000.00          1
                                       5.500          3,554.31         75
                                       5.250          3,554.31
    PACIFIC GROVE    CA   93950          2            01/17/03         00
    0435299128                           05           03/01/03          0
    63000757                             O            02/01/18
    0


    8347473          K88/G01             F          370,000.00         ZZ
                                         180        368,700.40          1
                                       5.750          3,072.52         68
                                       5.500          3,072.52
    RIVER VALE       NJ   07675          5            12/18/02         00
    0435245154                           05           02/01/03          0
    13207                                O            01/01/18
    0


    8347552          E23/G01             F          444,000.00         ZZ
                                         180        444,000.00          1
                                       5.500          3,627.85         71
                                       5.250          3,627.85
    SAN DIEGO        CA   92124          2            01/21/03         00
    0435296074                           05           03/01/03          0
    11016885                             O            02/01/18
    0


1


    8348714          N16/G01             F          447,500.00         ZZ
                                         180        447,500.00          1
                                       5.375          3,626.84         47
                                       5.125          3,626.84
    SAN MATEO        CA   94403          2            02/05/03         00
    0435350855                           05           03/18/03          0
    N16                                  O            02/18/18
    0


    8350219          E82/G01             F          347,500.00         ZZ
                                         180        347,500.00          1
                                       5.750          2,885.68         40
                                       5.500          2,885.68
    SAN MATEO        CA   94403          2            01/03/03         00
    0400740007                           05           03/01/03          0
    1927274                              O            02/01/18
    0


    8350223          E82/G01             F          277,000.00         ZZ
                                         180        277,000.00          1
                                       6.125          2,356.23         62
                                       5.875          2,356.23
    MOORPARK         CA   93021          2            01/08/03         00
    0400731816                           05           03/01/03          0
    2749982                              O            02/01/18
    0


    8350553          E22/G01             F          478,250.00         ZZ
                                         180        478,250.00          1
                                       5.625          3,939.50         79
                                       5.375          3,939.50
    BRINKLOW         MD   20862          2            01/03/03         00
    0415650969                           05           03/01/03          0
    0415650969                           O            02/01/18
    0


    8350595          E22/G01             F          373,000.00         ZZ
                                         180        373,000.00          1
                                       5.750          3,097.43         68
                                       5.500          3,097.43
    CASTRO VALLEY    CA   94546          2            01/02/03         00
    0415697812                           05           03/01/03          0
    0415697812                           O            02/01/18
    0


    8350717          E22/G01             F          500,000.00         T
                                         180        500,000.00          1
                                       5.875          4,185.59         45
                                       5.625          4,185.59
1


    LAGUNA BEACH     CA   92651          1            01/03/03         00
    0415821214                           05           03/01/03          0
    0415821214                           O            02/01/18
    0


    8351359          X31/G01             F          456,000.00         ZZ
                                         180        452,651.33          1
                                       5.250          3,665.68         72
                                       5.000          3,665.68
    CARLSBAD         CA   92009          2            11/05/02         00
    0435289152                           03           01/01/03          0
    11001498                             O            12/01/17
    0


    8351479          624/G01             F          399,900.00         ZZ
                                         180        398,495.38          1
                                       5.750          3,320.81         60
                                       5.500          3,320.81
    IRVINE           CA   92614          2            12/30/02         00
    0435227194                           03           02/01/03          0
    1000019335                           O            01/01/18
    0


    8352801          X89/G01             F          192,000.00         ZZ
                                         180        191,339.79          1
                                       6.000          1,620.21         48
                                       5.750          1,620.21
    TRUCKEE          CA   96161          2            12/24/02         00
    0435280862                           03           02/01/03          0
    1010240090                           O            01/01/18
    0


    8353127          E82/G01             F          464,200.00         ZZ
                                         180        464,200.00          1
                                       5.875          3,885.90         39
                                       5.625          3,885.90
    MARSHALL         VA   20115          2            01/08/03         00
    0400753646                           05           03/01/03          0
    5024267                              O            02/01/18
    0


    8353159          E82/G01             F          381,000.00         ZZ
                                         180        381,000.00          1
                                       5.875          3,189.42         48
                                       5.625          3,189.42
    CLOSTER          NJ   07624          2            01/08/03         00
    0400746491                           05           03/01/03          0
    0400746491                           O            02/01/18
    0
1




    8353259          964/G01             F          397,600.00         ZZ
                                         180        397,600.00          1
                                       5.500          3,248.73         31
                                       5.250          3,248.73
    SAN JOSE         CA   95120          2            12/27/02         00
    0435281712                           05           03/01/03          0
    317771                               O            02/01/18
    0


    8353267          964/G01             F          395,000.00         ZZ
                                         180        393,582.94          1
                                       5.500          3,227.48         30
                                       5.250          3,227.48
    FREMONT          CA   94539          2            12/20/02         00
    0435218102                           05           02/01/03          0
    311178                               O            01/01/18
    0


    8353643          U87/G01             F          395,000.00         ZZ
                                         180        395,000.00          1
                                       5.750          3,280.12         49
                                       5.500          3,280.12
    LOS ANGELES      CA   90036          2            01/07/03         00
    0435272778                           05           03/01/03          0
    8125                                 O            02/01/18
    0


    8354559          E82/G01             F          328,700.00         ZZ
                                         180        328,700.00          1
                                       5.875          2,751.61         59
                                       5.625          2,751.61
    ALAMEDA          CA   94502          2            01/08/03         00
    0400754909                           05           03/01/03          0
    7748491                              O            02/01/18
    0


    8354565          E82/G01             F          595,200.00         ZZ
                                         180        595,200.00          1
                                       5.625          4,902.85         62
                                       5.375          4,902.85
    FRANKTOWN        CO   80116          2            01/10/03         00
    0400751608                           05           03/01/03          0
    1882881                              O            02/01/18
    0


    8354573          E82/G01             F          204,450.00         ZZ
                                         180        204,450.00          1
1


                                       5.875          1,711.49         60
                                       5.625          1,711.49
    AFTON            VA   22920          2            01/10/03         00
    0400730966                           05           03/01/03          0
    1818155                              O            02/01/18
    0


    8354611          E82/G01             F          529,000.00         ZZ
                                         180        529,000.00          1
                                       5.625          4,357.54         57
                                       5.375          4,357.54
    LAS VEGAS        NV   89120          2            01/10/03         00
    0400758785                           03           03/01/03          0
    5834758                              O            02/01/18
    0


    8354649          E82/G01             F          426,000.00         ZZ
                                         180        426,000.00          1
                                       5.875          3,566.12         50
                                       5.625          3,566.12
    ALEXANDRIA       VA   22314          2            01/10/03         00
    0400724910                           05           03/01/03          0
    2717371                              O            02/01/18
    0


    8354743          E82/G01             F          171,000.00         ZZ
                                         180        171,000.00          1
                                       5.750          1,420.00         69
                                       5.500          1,420.00
    BEVERLY          MA   01915          2            01/09/03         00
    0400739553                           05           03/01/03          0
    5150148                              O            02/01/18
    0


    8354749          E82/G01             F          182,700.00         ZZ
                                         180        182,700.00          1
                                       5.375          1,480.72         39
                                       5.125          1,480.72
    ORANGEVALE       CA   95662          2            01/08/03         00
    0400751392                           05           03/01/03          0
    1825433                              O            02/01/18
    0


    8354755          E82/G01             F          534,500.00         ZZ
                                         180        534,500.00          1
                                       5.625          4,402.85         29
                                       5.375          4,402.85
    DELRAY BEACH     FL   33483          2            01/10/03         00
    0400740247                           05           03/01/03          0
1


    1781877                              O            02/01/18
    0


    8354849          E22/G01             F          150,050.00         ZZ
                                         180        150,050.00          1
                                       5.625          1,236.01         59
                                       5.375          1,236.01
    NEW BALTIMORE    MI   48047          2            01/07/03         00
    0415407543                           05           03/01/03          0
    0415407543                           O            02/01/18
    0


    8354951          E22/G01             F          150,000.00         ZZ
                                         180        150,000.00          1
                                       5.500          1,225.63         38
                                       5.250          1,225.63
    FORT WORTH       TX   76107          5            01/08/03         00
    0415621861                           05           03/01/03          0
    0415621861                           O            02/01/18
    0


    8355069          E22/G01             F          143,000.00         ZZ
                                         180        143,000.00          1
                                       5.500          1,168.43         13
                                       5.250          1,168.43
    SUNNYVALE        CA   94087          2            12/31/02         00
    0415735695                           05           03/01/03          0
    0415735695                           O            02/01/18
    0


    8355089          E22/G01             F          348,000.00         ZZ
                                         180        346,764.66          1
                                       5.625          2,866.59         38
                                       5.375          2,866.59
    LOS ANGELES      CA   90069          2            12/18/02         00
    0415768134                           05           02/01/03          0
    0415768134                           O            01/01/18
    0


    8355099          E22/G01             F          399,000.00         ZZ
                                         180        399,000.00          1
                                       5.750          3,313.34         69
                                       5.500          3,313.34
    HOUSTON          TX   77059          5            01/08/03         00
    0415775873                           03           03/01/03          0
    0415775873                           O            02/01/18
    0


1


    8355107          E22/G01             F          425,000.00         ZZ
                                         180        425,000.00          1
                                       5.625          3,500.86         52
                                       5.375          3,500.86
    CARLISLE         MA   01741          5            01/08/03         00
    0415782358                           05           03/01/03          0
    0415782358                           O            02/01/18
    0


    8355163          E22/G01             F          580,000.00         ZZ
                                         180        580,000.00          1
                                       5.875          4,855.29         80
                                       5.625          4,855.29
    LA VERNE         CA   91750          2            01/03/03         00
    0415837954                           05           03/01/03          0
    0415837954                           O            02/01/18
    0


    8355251          D03/D03             F          430,000.00         ZZ
                                         180        430,000.00          1
                                       5.750          3,570.76         25
                                       5.500          3,570.76
    PORTOLA VALLEY   CA   94028          2            12/31/02         00
    1020002635                           05           03/01/03          0
    1020002635                           O            02/01/18
    0


    8355349          E33/G01             F          487,000.00         ZZ
                                         180        487,000.00          1
                                       5.500          3,979.20         59
                                       5.250          3,979.20
    CHICAGO          IL   60614          2            01/03/03         00
    0435244744                           05           03/01/03          0
    735631                               O            02/01/18
    0


    8355637          G51/G01             F          389,500.00         ZZ
                                         180        389,500.00          1
                                       5.625          3,208.44         63
                                       5.375          3,208.44
    DENVER           CO   80210          2            01/09/03         00
    0435233028                           05           03/01/03          0
    20002999                             O            02/01/18
    0


    8355669          S11/G01             F          624,000.00         ZZ
                                         180        624,000.00          1
                                       5.500          5,098.60         63
                                       5.250          5,098.60
1


    LAGUNA NIGUEL    CA   92677          2            01/09/03         00
    0435276589                           03           03/01/03          0
    10300184                             O            02/01/18
    0


    8355787          757/G01             F          489,000.00         ZZ
                                         180        489,000.00          1
                                       5.750          4,060.71         77
                                       5.500          4,060.71
    POTOMAC          MD   20854          2            01/02/03         00
    0435286356                           05           03/01/03          0
    1001115144                           O            02/01/18
    0


    8355833          A06/G01             F          400,000.00         ZZ
                                         180        400,000.00          1
                                       5.500          3,268.34         75
                                       5.250          3,268.34
    BLOOMFIELD HILL  MI   48302          5            01/04/03         00
    0435198338                           05           03/01/03          0
    1000020234179                        O            02/01/18
    0


    8357483          893/G01             F          399,999.00         ZZ
                                         180        399,999.00          1
                                       5.625          3,294.92         67
                                       5.375          3,294.92
    MOUNTAIN VIEW    CA   94040          1            01/03/03         00
    0435275524                           09           03/01/03          0
    M21216021                            O            02/01/18
    0


    8357697          X51/G01             F          500,000.00         ZZ
                                         180        500,000.00          1
                                       5.625          4,118.66         48
                                       5.375          4,118.66
    BURLINGAME       CA   94010          2            01/04/03         00
    0435215991                           05           03/01/03          0
    R2054545                             O            02/01/18
    0


    8358373          E82/G01             F          199,500.00         ZZ
                                         180        199,500.00          1
                                       5.750          1,656.67         62
                                       5.500          1,656.67
    SOUTH GLASTONBU  CT   06073          2            01/11/03         00
    0400743969                           05           03/01/03          0
    1790400                              O            02/01/18
    0
1




    8358391          E82/G01             F          135,000.00         ZZ
                                         180        135,000.00          1
                                       5.875          1,130.11         33
                                       5.625          1,130.11
    SCOTTS VALLEY    CA   95066          2            01/09/03         00
    0400736567                           05           03/01/03          0
    3156503                              O            02/01/18
    0


    8358737          E22/G01             F           41,000.00         ZZ
                                         180         41,000.00          1
                                       6.000            345.98         75
                                       5.750            345.98
    ROANOKE          VA   24016          5            01/09/03         00
    0415822675                           05           03/01/03          0
    0415822675                           O            02/01/18
    0


    8358751          E22/G01             F          123,000.00         ZZ
                                         180        123,000.00          1
                                       5.500          1,005.01         50
                                       5.250          1,005.01
    FT MORGAN        AL   36544          2            01/09/03         00
    0415839620                           05           03/01/03          0
    0415839620                           O            02/01/18
    0


    8358973          E22/G01             F           88,000.00         ZZ
                                         180         88,000.00          1
                                       5.750            730.76         75
                                       5.500            730.76
    AMHERST          VA   24521          2            01/09/03         00
    0415754431                           05           03/01/03          0
    0415754431                           O            02/01/18
    0


    8364737          E82/G01             F          181,950.00         ZZ
                                         180        181,950.00          1
                                       6.000          1,535.40         44
                                       5.750          1,535.40
    DALLAS           TX   75218          2            01/10/03         00
    0400732129                           05           03/01/03          0
    2874442                              O            02/01/18
    0


    8364739          E82/G01             F          252,200.00         T
                                         180        252,200.00          1
1


                                       5.625          2,077.45         60
                                       5.375          2,077.45
    DEL MAR          CA   92014          2            01/15/03         00
    0400761144                           01           03/01/03          0
    5682253                              O            02/01/18
    0


    8364745          E82/G01             F          335,000.00         ZZ
                                         180        335,000.00          1
                                       5.625          2,759.50         56
                                       5.375          2,759.50
    MENLO PARK       CA   94025          2            01/09/03         00
    0400762894                           05           03/01/03          0
    8059381                              O            02/01/18
    0


    8364999          E22/G01             F          385,000.00         ZZ
                                         180        385,000.00          1
                                       5.875          3,222.91         63
                                       5.625          3,222.91
    SOUTH SAN FRANC  CA   94080          5            01/07/03         00
    0415704295                           03           03/01/03          0
    0415704295                           O            02/01/18
    0


    8365145          E22/G01             F          630,000.00         ZZ
                                         180        630,000.00          1
                                       5.500          5,147.63         50
                                       5.250          5,147.63
    MIAMI            FL   33156          2            01/10/03         00
    0415829225                           03           03/01/03          0
    0415829225                           O            02/01/18
    0


    8365201          E22/G01             F          434,000.00         ZZ
                                         180        434,000.00          1
                                       5.750          3,603.98         80
                                       5.500          3,603.98
    FORT WORTH       TX   76132          2            01/03/03         00
    0415458611                           03           03/01/03          0
    0415458611                           O            02/01/18
    0


    8365221          E22/G01             F          480,000.00         ZZ
                                         180        480,000.00          1
                                       5.750          3,985.97         58
                                       5.500          3,985.97
    BIRMINGHAM       MI   48009          2            01/10/03         00
    0415694637                           05           03/01/03          0
1


    0415694637                           O            02/01/18
    0


    8365223          E82/G01             F          204,000.00         ZZ
                                         180        204,000.00          1
                                       5.625          1,680.41         63
                                       5.375          1,680.41
    SCOTTS VALLEY    CA   95066          2            01/06/03         00
    0400759080                           05           03/01/03          0
    1708619                              O            02/01/18
    0


    8365225          E82/G01             F          219,000.00         ZZ
                                         180        219,000.00          1
                                       5.625          1,803.97         65
                                       5.375          1,803.97
    SAN JOSE         CA   95124          2            01/06/03         00
    0400756201                           05           03/01/03          0
    2799514                              O            02/01/18
    0


    8365231          E82/G01             F          425,900.00         ZZ
                                         180        425,900.00          1
                                       5.625          3,508.27         50
                                       5.375          3,508.27
    BERKELEY         CA   94707          2            01/06/03         00
    0400751269                           05           03/01/03          0
    6557090                              O            02/01/18
    0


    8365233          E82/G01             F          313,300.00         ZZ
                                         180        313,300.00          1
                                       5.625          2,580.75         38
                                       5.375          2,580.75
    SALINAS          CA   93908          2            01/06/03         00
    0400750550                           05           03/01/03          0
    1733776                              O            02/01/18
    0


    8365237          E82/G01             F          276,400.00         ZZ
                                         180        276,400.00          1
                                       5.625          2,276.79         70
                                       5.375          2,276.79
    OXNARD           CA   93030          2            01/06/03         00
    0400750121                           03           03/01/03          0
    1768643                              O            02/01/18
    0


1


    8365243          E82/G01             F          375,500.00         ZZ
                                         180        375,500.00          1
                                       5.625          3,093.11         80
                                       5.375          3,093.11
    LAS VEGAS        NV   89117          2            01/09/03         00
    0400765855                           05           03/01/03          0
    5232022                              O            02/01/18
    0


    8365251          E82/G01             F          528,350.00         ZZ
                                         180        528,350.00          1
                                       5.625          4,352.19         37
                                       5.375          4,352.19
    WEST BLOOMFIELD  MI   48323          2            01/09/03         00
    0400760906                           05           03/01/03          0
    7378020                              O            02/01/18
    0


    8365253          E82/G01             F          429,000.00         ZZ
                                         180        429,000.00          1
                                       5.750          3,562.46         64
                                       5.500          3,562.46
    SARATOGA         CA   95070          2            01/06/03         00
    0400750840                           05           03/01/03          0
    1709196                              O            02/01/18
    0


    8365409          356/356             F          450,000.00         ZZ
                                         180        450,000.00          1
                                       6.000          3,797.36         47
                                       5.750          3,797.36
    BURLINGAME       CA   94010          2            12/24/02         00
    28954147                             05           03/01/03          0
    28954147                             O            02/01/18
    0


    8365831          K15/G01             F          200,000.00         ZZ
                                         180        200,000.00          1
                                       5.500          1,634.17         55
                                       5.250          1,634.17
    GLEN COVE        NY   11542          5            12/31/02         00
    0435280599                           05           03/01/03          0
    021205508782                         O            02/01/18
    0


    8365869          K15/G01             F           40,000.00         ZZ
                                         180         39,865.36          1
                                       6.250            342.97         58
                                       6.000            342.97
1


    CANTON           OH   44705          5            12/21/02         00
    0435275102                           05           02/01/03          0
    028005505397                         O            01/01/18
    0


    8366377          S11/G01             F          345,000.00         ZZ
                                         180        345,000.00          1
                                       5.625          2,841.87         50
                                       5.375          2,841.87
    LOS ANGELES      CA   90048          2            01/02/03         00
    0435273503                           05           03/01/03          0
    10210479                             O            02/01/18
    0


    8366387          964/G01             F          350,000.00         ZZ
                                         180        350,000.00          1
                                       5.375          2,836.63         67
                                       5.125          2,836.63
    ELK GROVE        CA   95758          2            01/07/03         00
    0435277694                           03           03/01/03          0
    314391                               O            02/01/18
    0


    8366391          964/G01             F          468,000.00         ZZ
                                         180        468,000.00          1
                                       5.625          3,855.07         48
                                       5.375          3,855.07
    MENLO PARK       CA   94025          2            12/27/02         00
    0435287446                           05           03/01/03          0
    303000                               O            02/01/18
    0


    8366425          A06/G01             F          594,500.00         ZZ
                                         180        594,500.00          1
                                       5.500          4,857.57         34
                                       5.250          4,857.57
    WEST BLOOMFIELD  MI   48323          2            01/08/03         00
    0435226659                           05           03/01/03          0
    1000010201745                        O            02/01/18
    0


    8366459          A52/G01             F          365,000.00         ZZ
                                         180        365,000.00          1
                                       5.750          3,031.00         51
                                       5.500          3,031.00
    TALLAHASSEE      FL   32312          5            01/15/03         00
    0435320460                           03           03/01/03          0
    22589                                O            02/01/18
    0
1




    8367069          757/G01             F          386,000.00         ZZ
                                         180        386,000.00          1
                                       5.625          3,179.60         73
                                       5.375          3,179.60
    VIENNA           WV   26105          5            01/08/03         00
    0435265145                           05           03/01/03          0
    1001106259                           O            02/01/18
    0


    8367279          Y26/G01             F          525,000.00         ZZ
                                         180        525,000.00          1
                                       5.625          4,324.59         42
                                       5.375          4,324.59
    VILLA PARK       CA   92861          1            01/02/03         00
    0435264999                           05           03/01/03          0
    910100249                            O            02/01/18
    0


    8367285          A06/G01             F          526,000.00         ZZ
                                         180        526,000.00          1
                                       5.500          4,297.86         44
                                       5.250          4,297.86
    LEONARD          MI   48367          2            01/07/03         00
    0435229380                           05           03/01/03          0
    0010201675                           O            02/01/18
    0


    8367341          944/G01             F          900,000.00         ZZ
                                         180        896,805.16          1
                                       5.625          7,413.59         68
                                       5.375          7,413.59
    LOS ALTOS        CA   94022          1            12/26/02         00
    0435253752                           05           02/01/03          0
    W01635985                            O            01/01/18
    0


    8367523          975/G01             F          373,000.00         ZZ
                                         180        373,000.00          1
                                       5.625          3,072.52         74
                                       5.375          3,072.52
    WALNUT           CA   91789          2            01/02/03         00
    0435265681                           05           03/01/03          0
    2025012                              O            02/01/18
    0


    8367749          253/253             F          249,394.00         T
                                         180        245,790.52          1
1


                                       5.500          2,037.76         69
                                       5.250          2,037.76
    SHOW LOW         AZ   85901          4            09/20/02         00
    973793                               03           11/01/02          0
    973793                               O            10/01/17
    0


    8367789          964/G01             F          399,000.00         ZZ
                                         180        397,568.58          1
                                       5.500          3,260.17         61
                                       5.250          3,260.17
    FREMONT          CA   94539          2            12/09/02         00
    0435224076                           05           02/01/03          0
    302904                               O            01/01/18
    0


    8367791          964/G01             F          380,000.00         ZZ
                                         180        378,651.07          1
                                       5.625          3,130.18         28
                                       5.375          3,130.18
    TIBURON          CA   94920          5            12/19/02         00
    0435278387                           05           02/01/03          0
    308947                               O            01/01/18
    0


    8368143          E82/G01             F          198,000.00         ZZ
                                         180        198,000.00          1
                                       5.750          1,644.21         45
                                       5.500          1,644.21
    TOMKINS COVE     NY   10986          5            01/14/03         00
    0400745287                           05           03/01/03          0
    6034290                              O            02/01/18
    0


    8368181          E82/G01             F          169,900.00         ZZ
                                         180        169,900.00          1
                                       5.625          1,399.52         63
                                       5.375          1,399.52
    FRESH MEADOWS    NY   11365          2            01/15/03         00
    0400750055                           05           03/01/03          0
    1781912                              O            02/01/18
    0


    8368197          E82/G01             F          454,200.00         ZZ
                                         180        454,200.00          1
                                       5.625          3,741.39         80
                                       5.375          3,741.39
    BEDFORD          NH   03110          2            01/15/03         00
    0400762761                           05           03/01/03          0
1


    7486280                              O            02/01/18
    0


    8368203          E82/G01             F          200,000.00         ZZ
                                         180        200,000.00          1
                                       5.750          1,660.82         28
                                       5.500          1,660.82
    GLEN ELLYN       IL   60137          2            01/15/03         00
    0400756490                           05           03/01/03          0
    6587582                              O            02/01/18
    0


    8368209          E82/G01             F          378,000.00         ZZ
                                         180        378,000.00          1
                                       5.625          3,113.71         31
                                       5.375          3,113.71
    STAMFORD         CT   06903          2            01/15/03         00
    0400747739                           05           03/01/03          0
    4732514                              O            02/01/18
    0


    8368581          E22/G01             F          399,999.00         ZZ
                                         180        399,999.00          1
                                       5.625          3,294.92         45
                                       5.375          3,294.92
    NEWPORT BEACH    CA   92625          2            01/02/03         00
    0415664028                           05           03/01/03          0
    0415664028                           O            02/01/18
    0


    8368585          E22/G01             F          338,000.00         ZZ
                                         180        336,787.43          1
                                       5.500          2,761.74         62
                                       5.250          2,761.74
    BURBANK          CA   91504          2            01/04/03         00
    0415664291                           05           02/01/03          0
    0415664291                           O            01/01/18
    0


    8368687          E22/G01             F          640,000.00         ZZ
                                         180        640,000.00          1
                                       5.500          5,229.33         68
                                       5.250          5,229.33
    VACAVILLE        CA   95688          2            01/08/03         00
    0415851351                           05           03/01/03          0
    0415851351                           O            02/01/18
    0


1


    8371535          696/G01             F          385,000.00         ZZ
                                         180        385,000.00          1
                                       5.875          3,222.91         30
                                       5.625          3,222.91
    GREAT FALLS      VA   22066          2            01/10/03         00
    0435272588                           05           03/01/03          0
    31802197                             O            02/01/18
    0


    8372023          E22/G01             F          100,100.00         ZZ
                                         180        100,100.00          1
                                       5.625            824.56         67
                                       5.375            824.56
    HAZEL PARK       MI   48030          5            01/14/03         00
    0415711241                           05           03/01/03          0
    0415711241                           O            02/01/18
    0


    8372057          E22/G01             F          236,700.00         ZZ
                                         180        236,700.00          1
                                       5.750          1,965.58         62
                                       5.500          1,965.58
    NASHVILLE        TN   37215          2            01/13/03         00
    0415726041                           05           03/01/03          0
    0415726041                           O            02/01/18
    0


    8372067          E22/G01             F          730,000.00         ZZ
                                         180        730,000.00          1
                                       5.750          6,061.99         41
                                       5.500          6,061.99
    LANTANA          FL   33462          2            01/13/03         00
    0415734706                           05           03/01/03          0
    0415734706                           O            02/01/18
    0


    8372121          E22/G01             F          153,000.00         ZZ
                                         180        153,000.00          1
                                       5.750          1,270.53         51
                                       5.500          1,270.53
    ESTES PARK       CO   80517          2            01/13/03         00
    0415805506                           05           03/01/03          0
    0415805506                           O            02/01/18
    0


    8372135          E22/G01             F          151,050.00         ZZ
                                         180        151,050.00          1
                                       5.750          1,254.33         69
                                       5.500          1,254.33
1


    FRISCO           TX   75035          2            01/13/03         00
    0415821230                           03           03/01/03          0
    0415821230                           O            02/01/18
    0


    8372167          E22/G01             F          350,000.00         ZZ
                                         180        350,000.00          1
                                       5.750          2,906.44         78
                                       5.500          2,906.44
    OAKLAND TOWNSHI  MI   48306          2            01/15/03         00
    0415857283                           05           03/01/03          0
    0415857283                           O            02/01/18
    0


    8372183          E33/G01             F          587,000.00         ZZ
                                         180        587,000.00          1
                                       5.500          4,796.28         44
                                       5.250          4,796.28
    LAKE FOREST      IL   60045          2            01/14/03         00
    0435286125                           05           03/01/03          0
    1                                    O            02/01/18
    0


    8372219          E82/G01             F          322,000.00         ZZ
                                         180        322,000.00          1
                                       5.500          2,631.01         59
                                       5.250          2,631.01
    SOUTH PASADENA   CA   91030          2            01/10/03         00
    0400747614                           05           03/01/03          0
    1766012                              O            02/01/18
    0


    8372253          E82/G01             F          395,500.00         ZZ
                                         180        395,500.00          1
                                       5.875          3,310.80         75
                                       5.625          3,310.80
    CORONA           CA   92881          5            01/10/03         00
    0400761524                           05           03/01/03          0
    0400761524                           O            02/01/18
    0


    8372259          E82/G01             F          502,400.00         ZZ
                                         180        502,400.00          1
                                       5.750          4,171.98         60
                                       5.500          4,171.98
    AGOURA HILLS     CA   91301          2            01/10/03         00
    0400757639                           03           03/01/03          0
    6981917                              O            02/01/18
    0
1




    8372307          E82/G01             F          167,800.00         ZZ
                                         180        167,800.00          1
                                       5.875          1,404.68         64
                                       5.625          1,404.68
    NEWARK           DE   19702          2            01/13/03         00
    0400754768                           03           03/01/03          0
    1925034                              O            02/01/18
    0


    8372881          964/G01             F          360,500.00         ZZ
                                         180        360,500.00          1
                                       5.500          2,945.59         70
                                       5.250          2,945.59
    CAMARILLO        CA   93010          2            01/03/03         00
    0435281522                           01           03/01/03          0
    243890                               O            02/01/18
    0


    8372951          964/G01             F          388,000.00         ZZ
                                         180        388,000.00          1
                                       5.375          3,144.61         29
                                       5.125          3,144.61
    SAN FRANCISCO    CA   94117          2            01/09/03         00
    0435281647                           05           03/01/03          0
    306383                               O            02/01/18
    0


    8374395          E82/G01             F          198,600.00         ZZ
                                         180        198,600.00          1
                                       5.750          1,649.19         29
                                       5.500          1,649.19
    BRIARCLIFF MANO  NY   10510          2            01/16/03         00
    0400737417                           05           03/01/03          0
    1775800                              O            02/01/18
    0


    8374403          E82/G01             F          338,000.00         ZZ
                                         180        338,000.00          1
                                       5.625          2,784.21         40
                                       5.375          2,784.21
    SOUTH HAMPTON    NY   11968          2            01/16/03         00
    0400752424                           05           03/01/03          0
    3969900                              O            02/01/18
    0


    8374427          E82/G01             F          265,200.00         ZZ
                                         180        265,200.00          1
1


                                       5.875          2,220.04         49
                                       5.625          2,220.04
    LOS ANGELES      CA   91604          2            01/13/03         00
    0400742540                           05           03/01/03          0
    1765711                              O            02/01/18
    0


    8374897          W02/G01             F           80,000.00         ZZ
                                         180         79,716.01          1
                                       5.625            658.99         57
                                       5.375            658.99
    PORT ST. LUCIE   FL   34952          5            12/26/02         00
    0435291661                           05           02/01/03          0
    1001911725                           O            01/01/18
    0


    8374935          A06/G01             F           53,800.00         ZZ
                                         180         53,800.00          1
                                       5.875            450.37         57
                                       5.625            450.37
    PORT SANILAC     MI   48469          5            01/15/03         00
    0435268792                           05           03/01/03          0
    78327                                O            02/01/18
    0


    8376945          E82/G01             F          523,000.00         ZZ
                                         180        523,000.00          1
                                       5.875          4,378.13         56
                                       5.625          4,378.13
    LOS ALAMITOS     CA   90720          2            01/16/03         00
    0400737078                           05           03/01/03          0
    1850651                              O            02/01/18
    0


    8376971          E82/G01             F          400,000.00         ZZ
                                         180        400,000.00          1
                                       5.750          3,321.64         68
                                       5.500          3,321.64
    PALMDALE         CA   93551          2            01/15/03         00
    0400737409                           03           03/01/03          0
    1913411                              O            02/01/18
    0


    8376975          E82/G01             F          189,100.00         ZZ
                                         180        189,100.00          1
                                       5.750          1,570.31         53
                                       5.500          1,570.31
    BRISBANE         CA   94005          2            01/14/03         00
    0400729992                           05           03/01/03          0
1


    1733646                              O            02/01/18
    0


    8376983          E82/G01             F          192,600.00         T
                                         180        192,600.00          1
                                       6.000          1,625.27         30
                                       5.750          1,625.27
    MONTEREY         CA   93940          2            01/15/03         00
    0400690806                           01           03/01/03          0
    1660700                              O            02/01/18
    0


    8377007          E82/G01             F          280,600.00         ZZ
                                         180        280,600.00          1
                                       5.625          2,311.39         74
                                       5.375          2,311.39
    HAYWARD          CA   94544          2            01/15/03         00
    0400758264                           03           03/01/03          0
    1907448                              O            02/01/18
    0


    8377017          E82/G01             F          339,300.00         ZZ
                                         180        339,300.00          1
                                       5.750          2,817.58         78
                                       5.500          2,817.58
    LEONA VALLEY     CA   93551          2            01/08/03         00
    0400747689                           03           03/01/03          0
    7689201                              O            02/01/18
    0


    8377033          E82/G01             F          378,200.00         ZZ
                                         180        378,200.00          1
                                       5.500          3,090.21         55
                                       5.250          3,090.21
    RENO             NV   89509          2            01/17/03         00
    0400766853                           05           03/01/03          0
    6935041                              O            02/01/18
    0


    8377071          E82/G01             F          178,400.00         ZZ
                                         180        178,400.00          1
                                       5.875          1,493.42         51
                                       5.625          1,493.42
    LONG BEACH       CA   90802          2            01/15/03         00
    0400740841                           01           03/01/03          0
    1894375                              O            02/01/18
    0


1


    8377105          E82/G01             F          255,000.00         T
                                         180        255,000.00          1
                                       5.750          2,117.55         22
                                       5.500          2,117.55
    LONG BEACH       NJ   08008          2            01/22/03         00
    0400743233                           05           03/01/03          0
    1859645                              O            02/01/18
    0


    8377395          E22/G01             F          229,000.00         ZZ
                                         180        229,000.00          1
                                       5.500          1,871.12         71
                                       5.250          1,871.12
    FAIR OAKS        CA   95628          2            01/07/03         00
    0415587989                           05           03/01/03          0
    0415587989                           O            02/01/18
    0


    8377423          E22/G01             F          450,000.00         ZZ
                                         180        450,000.00          1
                                       5.375          3,647.09         67
                                       5.125          3,647.09
    ANNISTON         AL   36207          2            01/14/03         00
    0415696921                           05           03/01/03          0
    0415696921                           O            02/01/18
    0


    8377513          E22/G01             F          380,000.00         ZZ
                                         180        380,000.00          1
                                       5.500          3,104.92         73
                                       5.250          3,104.92
    DARIEN           IL   60561          2            01/15/03         00
    0415778661                           05           03/01/03          0
    0415778661                           O            02/01/18
    0


    8377649          E22/G01             F          150,812.00         ZZ
                                         180        150,812.00          1
                                       5.500          1,232.26         72
                                       5.250          1,232.26
    MILLINGTON       TN   38053          2            01/15/03         00
    0415818194                           05           03/01/03          0
    0415818194                           O            02/01/18
    0


    8377713          E22/G01             F          450,000.00         ZZ
                                         180        450,000.00          1
                                       5.500          3,676.88         43
                                       5.250          3,676.88
1


    OAKLAND          CA   94610          5            01/09/03         00
    0415871383                           05           03/01/03          0
    0415871383                           O            02/01/18
    0


    8378095          X51/G01             F          469,000.00         ZZ
                                         180        469,000.00          1
                                       5.250          3,770.19         70
                                       5.000          3,770.19
    SAN DIEGO        CA   92122          5            01/15/03         00
    0435263546                           05           03/01/03          0
    021230001                            O            02/01/18
    0


    8378101          227/G01             F          550,250.00         ZZ
                                         180        548,275.97          1
                                       5.500          4,496.01         22
                                       5.250          4,496.01
    DIABLO           CA   94528          2            01/03/03         00
    0435286307                           05           02/01/03          0
    2112823                              O            01/01/18
    0


    8378211          N47/G01             F          317,000.00         ZZ
                                         180        317,000.00          1
                                       5.750          2,632.40         50
                                       5.500          2,632.40
    ENCINITAS        CA   92024          2            01/08/03         00
    0435298922                           05           03/01/03          0
    30501074                             O            02/01/18
    0


    8378389          356/356             F          498,000.00         ZZ
                                         180        498,000.00          1
                                       5.750          4,135.45         66
                                       5.500          4,135.45
    DANVILLE         CA   94506          2            01/07/03         00
    3059243                              03           03/01/03          0
    3059243                              O            02/01/18
    0


    8378575          830/G01             F          420,000.00         ZZ
                                         180        418,524.78          1
                                       5.750          3,487.72         68
                                       5.500          3,487.72
    RANCHO SANTA MA  CA   92688          5            01/02/03         00
    0435291174                           05           02/01/03          0
    02100202                             O            01/01/18
    0
1




    8379145          S11/G01             F          544,250.00         ZZ
                                         180        544,250.00          1
                                       5.625          4,483.16         38
                                       5.375          4,483.16
    LAGUNA NIGUEL    CA   92677          2            01/03/03         00
    0435283007                           03           03/01/03          0
    10300076                             O            02/01/18
    0


    8379617          975/G01             F          363,000.00         ZZ
                                         180        363,000.00          1
                                       5.625          2,990.15         64
                                       5.375          2,990.15
    IRVINE           CA   92606          2            01/02/03         00
    0435283221                           03           03/01/03          0
    2025876                              O            02/01/18
    0


    8379991          E82/G01             F          393,500.00         ZZ
                                         180        393,500.00          1
                                       5.750          3,267.66         79
                                       5.500          3,267.66
    REDLANDS         CA   92373          2            01/16/03         00
    0400752515                           05           03/01/03          0
    0400752515                           O            02/01/18
    0


    8379995          E82/G01             F          495,000.00         ZZ
                                         180        495,000.00          1
                                       5.750          4,110.53         66
                                       5.500          4,110.53
    CATONSVILLE      MD   21228          2            01/20/03         00
    0400746129                           03           03/01/03          0
    3158496                              O            02/01/18
    0


    8380005          E82/G01             F          213,500.00         T
                                         180        213,500.00          1
                                       5.750          1,772.93         43
                                       5.500          1,772.93
    SARASOTA         FL   34239          2            01/15/03         00
    0400760757                           05           03/01/03          0
    1584461                              O            02/01/18
    0


    8380377          E22/G01             F          363,550.00         ZZ
                                         180        363,550.00          1
1


                                       5.625          2,994.68         73
                                       5.375          2,994.68
    BELLAIRE         TX   77401          5            01/16/03         00
    0415800176                           05           03/01/03          0
    0415800176                           O            02/01/18
    0


    8380621          964/G01             F          340,000.00         ZZ
                                         180        340,000.00          1
                                       5.375          2,755.59         53
                                       5.125          2,755.59
    KENSINGTON       CA   94708          2            01/06/03         00
    0435267026                           05           03/01/03          0
    311240                               O            02/01/18
    0


    8380633          356/356             F          350,000.00         ZZ
                                         180        350,000.00          1
                                       5.875          2,929.92         64
                                       5.625          2,929.92
    VALLEJO          CA   94591          2            12/30/02         00
    28977510                             05           03/01/03          0
    28977510                             O            02/01/18
    0


    8381739          550/550             F          980,000.00         ZZ
                                         180        980,000.00          1
                                       5.450          7,981.44         70
                                       5.200          7,981.44
    LARKSPUR         CA   94939          2            01/15/03         00
    120608000                            05           03/01/03          0
    120608000                            O            02/01/18
    0


    8382777          E22/G01             F          175,800.00         ZZ
                                         180        175,800.00          1
                                       5.625          1,448.12         61
                                       5.375          1,448.12
    PLANO            TX   75023          5            01/17/03         00
    0415796176                           05           03/01/03          0
    0415796176                           O            02/01/18
    0


    8382817          E22/G01             F          622,500.00         ZZ
                                         180        622,500.00          1
                                       5.625          5,127.73         71
                                       5.375          5,127.73
    LA VERNE         CA   91750          2            01/13/03         00
    0415648039                           05           03/01/03          0
1


    0415648039                           O            02/01/18
    0


    8382843          E22/G01             F          144,000.00         ZZ
                                         180        144,000.00          1
                                       5.750          1,195.79         46
                                       5.500          1,195.79
    TRUCKEE          CA   96161          2            01/13/03         00
    0415838259                           03           03/01/03          0
    0415838259                           O            02/01/18
    0


    8382851          E22/G01             F          800,000.00         ZZ
                                         180        800,000.00          1
                                       5.625          6,589.85         39
                                       5.375          6,589.85
    SAN FRANCISCO    CA   94114          5            01/14/03         00
    0415847631                           05           03/01/03          0
    0415847631                           O            02/01/18
    0


    8383091          E82/G01             F          261,600.00         ZZ
                                         180        261,600.00          1
                                       5.625          2,154.88         42
                                       5.375          2,154.88
    PACIFIC PALISAD  CA   90272          2            01/17/03         00
    0400761623                           03           03/01/03          0
    1901367                              O            02/01/18
    0


    8383097          E82/G01             F          222,500.00         ZZ
                                         180        222,500.00          1
                                       5.625          1,832.80         63
                                       5.375          1,832.80
    PLYMPTON         MA   02367          2            01/21/03         00
    0400766697                           05           03/01/03          0
    8070882                              O            02/01/18
    0


    8383099          E82/G01             F          440,900.00         ZZ
                                         180        440,900.00          1
                                       5.750          3,661.28         51
                                       5.500          3,661.28
    SAN CARLOS       CA   94070          2            01/17/03         00
    0400753927                           05           03/01/03          0
    2793278                              O            02/01/18
    0


1


    8383101          E82/G01             F          283,000.00         ZZ
                                         180        283,000.00          1
                                       5.625          2,331.16         60
                                       5.375          2,331.16
    ROSELAND         NJ   07068          2            01/22/03         00
    0400764270                           01           03/01/03          0
    1899168                              O            02/01/18
    0


    8383147          E82/G01             F          337,500.00         ZZ
                                         180        337,500.00          1
                                       5.625          2,780.09         75
                                       5.375          2,780.09
    CRYSTAL LAKE     IL   60014          2            01/21/03         00
    0400756227                           05           03/01/03          0
    7005335                              O            02/01/18
    0


    8383163          E82/G01             F          608,000.00         ZZ
                                         180        608,000.00          1
                                       5.875          5,089.68         68
                                       5.625          5,089.68
    WINCHESTER       VA   22602          2            01/21/03         00
    0400753729                           05           03/01/03          0
    5027589                              O            02/01/18
    0


    8383183          E82/G01             F          258,000.00         ZZ
                                         180        258,000.00          1
                                       5.625          2,125.23         71
                                       5.375          2,125.23
    GOLD RIVER       CA   95670          2            01/17/03         00
    0400758488                           03           03/01/03          0
    2796046                              O            02/01/18
    0


    8383199          E82/G01             F          397,500.00         ZZ
                                         180        397,500.00          1
                                       5.625          3,274.33         76
                                       5.375          3,274.33
    ST CHARLES       IL   60174          2            01/22/03         00
    0400773826                           05           03/01/03          0
    7690877                              O            02/01/18
    0


    8383879          964/G01             F          370,000.00         ZZ
                                         180        370,000.00          1
                                       5.500          3,023.21         53
                                       5.250          3,023.21
1


    RANCHO PALOS VE  CA   90275          2            01/15/03         00
    0435283213                           05           03/01/03          0
    328044                               O            02/01/18
    0


    8384281          225/G01             F          650,000.00         ZZ
                                         180        647,668.13          1
                                       5.500          5,311.04         53
                                       5.250          5,311.04
    WILTON           CT   06897          5            12/05/02         00
    0435325089                           05           02/01/03          0
    6860173                              O            01/01/18
    0


    8384293          550/550             F          368,000.00         ZZ
                                         180        368,000.00          1
                                       5.500          3,006.87         41
                                       5.250          3,006.87
    SAN FRANCISCO    CA   94109          2            01/16/03         00
    120626671                            01           03/01/03          0
    120626671                            O            02/01/18
    0


    8384445          975/G01             F          380,000.00         ZZ
                                         180        380,000.00          1
                                       5.500          3,104.92         50
                                       5.250          3,104.92
    LOS ANGELES      CA   90025          2            01/02/03         00
    0435290424                           05           03/01/03          0
    2025898                              O            02/01/18
    0


    8385033          624/G01             F          620,000.00         ZZ
                                         180        620,000.00          1
                                       5.625          5,107.14         33
                                       5.375          5,107.14
    DANVILLE         CA   94506          2            01/08/03         00
    0435310651                           03           03/01/03          0
    10000020464                          O            02/01/18
    0


    8386235          E82/G01             F          315,800.00         ZZ
                                         180        315,800.00          1
                                       5.500          2,580.35         51
                                       5.250          2,580.35
    DALY CITY        CA   94014          2            01/21/03         00
    0400765178                           05           03/01/03          0
    0400765178                           O            02/01/18
    0
1




    8386243          E82/G01             F          145,900.00         ZZ
                                         180        145,900.00          1
                                       5.500          1,192.12         54
                                       5.250          1,192.12
    BERRYVILLE       VA   22611          2            01/23/03         00
    0400763538                           05           03/01/03          0
    1719642                              O            02/01/18
    0


    8386253          E82/G01             F          383,100.00         ZZ
                                         180        383,100.00          1
                                       5.625          3,155.72         59
                                       5.375          3,155.72
    EAST HANOVER     NJ   07936          2            01/23/03         00
    0400762977                           05           03/01/03          0
    4868297                              O            02/01/18
    0


    8386259          E82/G01             F          360,000.00         ZZ
                                         180        360,000.00          1
                                       5.750          2,989.48         51
                                       5.500          2,989.48
    TARZANA          CA   91356          2            01/18/03         00
    0400762191                           05           03/01/03          0
    4782928                              O            02/01/18
    0


    8386353          E22/G01             F          605,000.00         ZZ
                                         180        605,000.00          1
                                       5.625          4,983.58         46
                                       5.375          4,983.58
    SACRAMENTO       CA   95864          2            01/14/03         00
    0415911890                           05           03/01/03          0
    0415911890                           O            02/01/18
    0


    8386359          E22/G01             F          437,000.00         ZZ
                                         180        437,000.00          1
                                       5.625          3,599.71         57
                                       5.375          3,599.71
    TOWN AND COUNTR  MO   63017          2            01/20/03         00
    0415919810                           05           03/01/03          0
    0415919810                           O            02/01/18
    0


    8386491          E82/G01             F          250,000.00         ZZ
                                         180        250,000.00          1
1


                                       5.625          2,059.33         70
                                       5.375          2,059.33
    SANTA CLARA      CA   95051          2            01/16/03         00
    0400760138                           05           03/01/03          0
    1738805                              O            02/01/18
    0


    8386503          E82/G01             F          258,900.00         ZZ
                                         180        258,900.00          1
                                       5.625          2,132.64         70
                                       5.375          2,132.64
    GLENDORA         CA   91741          2            01/16/03         00
    0400766317                           05           03/01/03          0
    1878333                              O            02/01/18
    0


    8386515          E82/G01             F          260,500.00         ZZ
                                         180        260,500.00          1
                                       5.750          2,163.22         75
                                       5.500          2,163.22
    CERRITOS         CA   90703          2            01/16/03         00
    0400758470                           05           03/01/03          0
    1860669                              O            02/01/18
    0


    8386517          E82/G01             F          339,000.00         ZZ
                                         180        339,000.00          1
                                       5.750          2,815.09         70
                                       5.500          2,815.09
    REDONDO BEACH    CA   90278          5            01/16/03         00
    0400756268                           01           03/01/03          0
    0400756268                           O            02/01/18
    0


    8386519          E82/G01             F          391,800.00         ZZ
                                         180        391,800.00          1
                                       5.500          3,201.33         79
                                       5.250          3,201.33
    CAMPBELL         CA   95008          2            01/16/03         00
    0400760955                           05           03/01/03          0
    1760931                              O            02/01/18
    0


    8386521          E82/G01             F          564,200.00         ZZ
                                         180        564,200.00          1
                                       5.625          4,647.49         69
                                       5.375          4,647.49
    BOULDER          CO   80302          2            01/20/03         00
    0400765616                           05           03/01/03          0
1


    1810130                              O            02/01/18
    0


    8387233          M27/G01             F          840,000.00         ZZ
                                         180        840,000.00          1
                                       5.625          6,919.35         70
                                       5.375          6,919.35
    CHAPEL HILL      NC   27517          2            01/15/03         00
    0435289277                           03           03/01/03          0
    0100029093                           O            02/01/18
    0


    8387619          N47/G01             F          341,000.00         ZZ
                                         180        341,000.00          1
                                       5.500          2,786.25         33
                                       5.250          2,786.25
    REDWOOD CITY     CA   94065          2            01/16/03         00
    0435349568                           03           03/01/03          0
    30501764                             O            02/01/18
    0


    8387659          Y26/G01             F          399,700.00         ZZ
                                         180        398,296.08          1
                                       5.750          3,319.15         67
                                       5.500          3,319.15
    VISALIA          CA   93277          5            12/23/02         00
    0435294368                           05           02/01/03          0
    123200248                            O            01/01/18
    0


    8389511          K15/G01             F           55,000.00         ZZ
                                         180         55,000.00          1
                                       5.500            449.40         51
                                       5.250            449.40
    CAMILLUS         NY   13031          5            01/13/03         00
    0435288436                           05           03/01/03          0
    029505509017                         O            02/01/18
    0


    8392825          E22/G01             F          159,000.00         ZZ
                                         180        159,000.00          1
                                       5.750          1,320.35         65
                                       5.500          1,320.35
    SANTA FE         TX   77517          5            01/17/03         00
    0415712900                           05           03/01/03          0
    0415712900                           O            02/01/18
    0


1


    8392845          E22/G01             F          368,000.00         ZZ
                                         180        368,000.00          1
                                       5.625          3,031.33         80
                                       5.375          3,031.33
    CORAL SPRINGS    FL   33071          2            01/21/03         00
    0415758887                           03           03/01/03          0
    0415758887                           O            02/01/18
    0


    8392883          E22/G01             F          165,500.00         ZZ
                                         180        165,500.00          1
                                       5.750          1,374.33         30
                                       5.500          1,374.33
    GRASS VALLEY     CA   95949          5            01/06/03         00
    0415781897                           05           03/01/03          0
    0415781897                           O            02/01/18
    0


    8393029          E22/G01             F          792,000.00         ZZ
                                         180        792,000.00          1
                                       5.500          6,471.30         36
                                       5.250          6,471.30
    HILLSBOROUGH     CA   94010          2            01/14/03         00
    0415928894                           05           03/01/03          0
    0415928894                           O            02/01/18
    0


    8393087          E82/G01             F          294,500.00         ZZ
                                         180        294,500.00          1
                                       5.625          2,425.89         71
                                       5.375          2,425.89
    GLENDALE         CA   91214          2            01/22/03         00
    0400765996                           05           03/01/03          0
    1901305                              O            02/01/18
    0


    8393099          E82/G01             F          444,300.00         ZZ
                                         180        444,300.00          1
                                       5.625          3,659.84         78
                                       5.375          3,659.84
    LOS ANGELES      CA   90068          2            01/21/03         00
    0400764346                           05           03/01/03          0
    7530994                              O            02/01/18
    0


    8393117          E82/G01             F          194,000.00         ZZ
                                         180        194,000.00          1
                                       5.625          1,598.04         54
                                       5.375          1,598.04
1


    ALEXANDRIA       VA   22314          2            01/24/03         00
    0400760716                           05           03/01/03          0
    2976084                              O            02/01/18
    0


    8393119          E82/G01             F          375,500.00         ZZ
                                         180        375,500.00          1
                                       5.750          3,118.19         80
                                       5.500          3,118.19
    ASHBURN          VA   20148          2            01/24/03         00
    0400759619                           03           03/01/03          0
    7838945                              O            02/01/18
    0


    8393139          E82/G01             F          382,800.00         ZZ
                                         180        382,800.00          1
                                       5.500          3,127.80         45
                                       5.250          3,127.80
    FALLS CHURCH     VA   22044          2            01/24/03         00
    0400764973                           03           03/01/03          0
    2662602                              O            02/01/18
    0


    8393175          E82/G01             F          370,800.00         ZZ
                                         180        370,800.00          1
                                       5.750          3,079.16         64
                                       5.500          3,079.16
    TORRANCE         CA   90505          2            01/22/03         00
    0400755260                           05           03/01/03          0
    1768582                              O            02/01/18
    0


    8393181          E82/G01             F          445,500.00         ZZ
                                         180        445,500.00          1
                                       5.875          3,729.36         51
                                       5.625          3,729.36
    RALEIGH          NC   27608          2            01/24/03         00
    0400715967                           05           03/01/03          0
    3979348                              O            02/01/18
    0


    8393187          E82/G01             F          365,000.00         ZZ
                                         180        365,000.00          1
                                       5.625          3,006.62         49
                                       5.375          3,006.62
    CASTRO VALLEY    CA   94552          2            01/21/03         00
    0400764288                           03           03/01/03          0
    6238714                              O            02/01/18
    0
1




    8393695          253/253             F          408,800.00         ZZ
                                         180        408,800.00          1
                                       5.750          3,394.72         80
                                       5.500          3,394.72
    HEATH            TX   75032          4            01/07/03         00
    992783                               03           03/01/03          0
    992783                               O            02/01/18
    0


    8393747          S11/G01             F          410,000.00         ZZ
                                         180        410,000.00          1
                                       5.375          3,322.91         31
                                       5.125          3,322.91
    LAGUNA BEACH     CA   92677          2            01/21/03         00
    0435295183                           05           03/01/03          0
    10210553                             O            02/01/18
    0


    8393993          D03/D03             F          380,000.00         ZZ
                                         180        380,000.00          1
                                       5.500          3,104.92         43
                                       5.250          3,104.92
    MENLO PARK       CA   94025          5            01/15/03         00
    1020002554                           05           03/01/03          0
    1020002554                           O            02/01/18
    0


    8394111          K15/G01             F           64,000.00         ZZ
                                         180         64,000.00          1
                                       6.000            540.07         73
                                       5.750            540.07
    BATON ROUGE      LA   70810          5            01/15/03         00
    0435298559                           05           03/01/03          0
    000905509153                         O            02/01/18
    0


    8394223          B65/G01             F          526,200.00         ZZ
                                         180        526,200.00          1
                                       5.625          4,334.48         76
                                       5.375          4,334.48
    POWELL           OH   43065          2            01/24/03         00
    0435325733                           05           03/01/03          0
    SR030110662                          O            02/01/18
    0


    8394241          S43/G01             F          550,000.00         ZZ
                                         180        550,000.00          1
1


                                       6.125          4,678.44         69
                                       5.875          4,678.44
    ALBUQUERQUE      NM   87107          5            01/24/03         00
    0435304563                           05           03/01/03          0
    022322                               O            02/01/18
    0


    8394507          K15/G01             F          180,000.00         ZZ
                                         180        180,000.00          1
                                       5.500          1,470.75         58
                                       5.250          1,470.75
    LAWRENCE         NY   11559          5            01/21/03         00
    0435299169                           05           03/01/03          0
    0212508976                           O            02/01/18
    0


    8394525          A39/G01             F          609,000.00         ZZ
                                         180        609,000.00          1
                                       5.625          5,016.53         58
                                       5.375          5,016.53
    TARZANA          CA   91356          2            01/21/03         00
    0435305610                           05           03/01/03          0
    2202953                              O            02/01/18
    0


    8394573          P59/G01             F          175,000.00         ZZ
                                         180        175,000.00          1
                                       5.500          1,429.90         68
                                       5.250          1,429.90
    PASO ROBLES      CA   93446          5            01/10/03         00
    0435294475                           05           03/01/03          0
    004925                               O            02/01/18
    0


    8395399          E22/G01             F          230,000.00         ZZ
                                         180        230,000.00          1
                                       5.500          1,879.29         75
                                       5.250          1,879.29
    HUNT             TX   78024          5            01/23/03         00
    0415946441                           05           03/01/03          0
    0415946441                           O            02/01/18
    0


    8395611          E82/G01             F          240,000.00         ZZ
                                         180        240,000.00          1
                                       5.625          1,976.96         70
                                       5.375          1,976.96
    WINDSOR          CA   95492          2            01/23/03         00
    0400761649                           05           03/01/03          0
1


    1825551                              O            02/01/18
    0


    8395625          E82/G01             F          408,300.00         ZZ
                                         180        408,300.00          1
                                       5.875          3,417.95         58
                                       5.625          3,417.95
    WEST HILLS       CA   91307          2            01/23/03         00
    0400758371                           03           03/01/03          0
    1904570                              O            02/01/18
    0


    8395627          E82/G01             F          265,000.00         T
                                         180        265,000.00          1
                                       6.125          2,254.16         49
                                       5.875          2,254.16
    DUCK             NC   27949          2            01/28/03         00
    0400761664                           05           03/01/03          0
    3158534                              O            02/01/18
    0


    8395629          E82/G01             F          261,000.00         ZZ
                                         180        261,000.00          1
                                       5.750          2,167.37         29
                                       5.500          2,167.37
    SANTA CRUZ       CA   95060          2            01/23/03         00
    0400755781                           05           03/01/03          0
    1762590                              O            02/01/18
    0


    8395639          E82/G01             F          321,000.00         ZZ
                                         180        321,000.00          1
                                       5.750          2,665.62         58
                                       5.500          2,665.62
    EL DORADO HILLS  CA   95762          2            01/23/03         00
    0400772620                           05           03/01/03          0
    6608180                              O            02/01/18
    0


    8395653          E82/G01             F          339,900.00         ZZ
                                         180        339,900.00          1
                                       5.625          2,799.86         76
                                       5.375          2,799.86
    HUDSON           IN   46747          2            01/24/03         00
    0400760286                           05           03/01/03          0
    5433110                              O            02/01/18
    0


1


    8396571          975/G01             F          790,000.00         ZZ
                                         180        790,000.00          1
                                       5.625          6,507.48         57
                                       5.375          6,507.48
    LOS ANGELES      CA   90069          2            01/02/03         00
    0435324348                           05           03/01/03          0
    2030014                              O            02/01/18
    0


    8396911          624/G01             F          385,000.00         ZZ
                                         180        385,000.00          1
                                       5.875          3,222.91         64
                                       5.625          3,222.91
    SAN LUIS OBISPO  CA   93405          5            01/13/03         00
    0435319249                           05           03/01/03          0
    1000020475                           O            02/01/18
    0


    8397013          975/G01             F          340,000.00         ZZ
                                         180        340,000.00          1
                                       5.750          2,823.39         71
                                       5.500          2,823.39
    CAMARILLO        CA   93012          2            01/06/03         00
    0435295860                           03           03/01/03          0
    2030068                              O            02/01/18
    0


    8397857          E82/G01             F          476,000.00         ZZ
                                         180        476,000.00          1
                                       5.875          3,984.68         55
                                       5.625          3,984.68
    MILFORD          NJ   08848          2            01/27/03         00
    0400748216                           05           03/01/03          0
    7788245                              O            02/01/18
    0


    8397881          E82/G01             F          397,950.00         ZZ
                                         180        397,950.00          1
                                       5.625          3,278.04         48
                                       5.375          3,278.04
    ORANGE           CA   92869          2            01/24/03         00
    0400759320                           03           03/01/03          0
    1858132                              O            02/01/18
    0


    8397889          E82/G01             F          195,500.00         ZZ
                                         180        195,500.00          1
                                       5.625          1,610.40         56
                                       5.375          1,610.40
1


    VENTURA          CA   93003          2            01/24/03         00
    0400767604                           05           03/01/03          0
    6903380                              O            02/01/18
    0


    8397895          E82/G01             F          278,000.00         ZZ
                                         180        278,000.00          1
                                       5.750          2,308.54         75
                                       5.500          2,308.54
    ORANGE           CA   92869          2            01/24/03         00
    0400762506                           05           03/01/03          0
    7971735                              O            02/01/18
    0


    8397905          E82/G01             F          438,000.00         ZZ
                                         180        438,000.00          1
                                       5.625          3,607.94         49
                                       5.375          3,607.94
    CLIFTON          VA   20124          2            01/27/03         00
    0400756185                           03           03/01/03          0
    2762069                              O            02/01/18
    0


    8397911          E82/G01             F          473,200.00         ZZ
                                         180        473,200.00          1
                                       5.500          3,866.44         60
                                       5.250          3,866.44
    WESTON           MA   02493          2            01/27/03         00
    0400764486                           05           03/01/03          0
    7107089                              O            02/01/18
    0


    8397913          E82/G01             F          407,700.00         ZZ
                                         180        407,700.00          1
                                       5.750          3,385.58         76
                                       5.500          3,385.58
    BOULDER          CO   80301          2            01/27/03         00
    0400752085                           05           03/01/03          0
    4930218                              O            02/01/18
    0


    8397915          E82/G01             F          132,000.00         ZZ
                                         180        132,000.00          1
                                       5.625          1,087.33         63
                                       5.375          1,087.33
    FORTVILLE        IN   46040          2            01/27/03         00
    0400772372                           05           03/01/03          0
    6632144                              O            02/01/18
    0
1




    8397941          E82/G01             F          276,000.00         ZZ
                                         180        276,000.00          1
                                       5.625          2,273.50         59
                                       5.375          2,273.50
    HUNTINGTON BEAC  CA   92646          2            01/24/03         00
    0400746772                           05           03/01/03          0
    7109100                              O            02/01/18
    0


    8397965          E82/G01             F          160,700.00         ZZ
                                         180        160,700.00          1
                                       5.875          1,345.25         60
                                       5.625          1,345.25
    NORTH HILLS      CA   91343          2            01/24/03         00
    0400762209                           05           03/01/03          0
    7277636                              O            02/01/18
    0


    8397971          E82/G01             F          366,700.00         ZZ
                                         180        366,700.00          1
                                       5.625          3,020.62         61
                                       5.375          3,020.62
    LA HABRA         CA   90631          2            01/24/03         00
    0400774519                           03           03/01/03          0
    4671339                              O            02/01/18
    0


    8397979          E82/G01             F          444,000.00         ZZ
                                         180        444,000.00          1
                                       5.625          3,657.37         57
                                       5.375          3,657.37
    PETALUMA         CA   94952          2            01/24/03         00
    0400767067                           05           03/01/03          0
    4519164                              O            02/01/18
    0


    8397981          E82/G01             F          340,000.00         ZZ
                                         180        340,000.00          1
                                       5.500          2,778.08         74
                                       5.250          2,778.08
    GULFPORT         MS   39507          2            01/27/03         00
    0400778411                           05           03/01/03          0
    4520333                              O            02/01/18
    0


    8398027          E82/G01             F          411,000.00         ZZ
                                         180        411,000.00          1
1


                                       5.625          3,385.54         64
                                       5.375          3,385.54
    RANCHO PALOS VE  CA   90275          2            01/24/03         00
    0400764171                           09           03/01/03          0
    4768958                              O            02/01/18
    0


    8398031          E82/G01             F          223,900.00         ZZ
                                         180        223,900.00          1
                                       5.250          1,799.88         36
                                       5.000          1,799.88
    ANAHEIM          CA   92808          2            01/24/03         00
    0400767711                           03           03/01/03          0
    1855414                              O            02/01/18
    0


    8398037          E82/G01             F          300,000.00         ZZ
                                         180        300,000.00          1
                                       5.500          2,451.25         62
                                       5.250          2,451.25
    SAN JOSE         CA   95119          2            01/24/03         00
    0400768388                           05           03/01/03          0
    6822090                              O            02/01/18
    0


    8398047          E82/G01             F          355,500.00         ZZ
                                         180        355,500.00          1
                                       5.625          2,928.37         66
                                       5.375          2,928.37
    SACRAMENTO       CA   95841          2            01/24/03         00
    0400770525                           03           03/01/03          0
    1729117                              O            02/01/18
    0


    8398061          E22/G01             F          532,765.00         ZZ
                                         180        532,765.00          1
                                       5.625          4,388.55         48
                                       5.375          4,388.55
    GROSSE POINTE S  MI   48236          2            01/24/03         00
    0415547827                           05           03/01/03          0
    0415547827                           O            02/01/18
    0


    8398167          E22/G01             F          577,000.00         ZZ
                                         180        577,000.00          1
                                       5.625          4,752.93         40
                                       5.375          4,752.93
    RIDGEWOOD        NJ   07450          2            01/24/03         00
    0415887231                           05           03/01/03          0
1


    0415887231                           O            02/01/18
    0


    8398207          E22/G01             F           80,750.00         ZZ
                                         180         80,750.00          1
                                       6.000            681.41         95
                                       5.750            681.41
    MIAMI            FL   33161          2            01/24/03         01
    0415953710                           01           03/01/03         25
    0415953710                           O            02/01/18
    0


    8398211          E22/G01             F          520,000.00         ZZ
                                         180        520,000.00          1
                                       5.250          4,180.16         57
                                       5.000          4,180.16
    SUNNYVALE        CA   94087          2            01/23/03         00
    0415958248                           05           03/01/03          0
    0415958248                           O            02/01/18
    0


    8398251          E22/G01             F          350,000.00         ZZ
                                         180        350,000.00          1
                                       5.500          2,859.79         57
                                       5.250          2,859.79
    SAN LEANDRO      CA   94577          5            01/22/03         00
    0415972199                           05           03/01/03          0
    0415972199                           O            02/01/18
    0


    8398277          E22/G01             F          116,000.00         ZZ
                                         180        116,000.00          1
                                       5.750            963.28         70
                                       5.500            963.28
    DALLAS           TX   75248          5            01/24/03         00
    0415727189                           05           03/01/03          0
    0415727189                           O            02/01/18
    0


    8398281          E22/G01             F          940,000.00         ZZ
                                         180        940,000.00          1
                                       5.500          7,680.58         49
                                       5.250          7,680.58
    MALIBU           CA   90265          2            01/24/03         00
    0415734185                           03           03/01/03          0
    0415734185                           O            02/01/18
    0


1


    8398299          E22/G01             F          479,000.00         ZZ
                                         180        479,000.00          1
                                       5.625          3,945.67         67
                                       5.375          3,945.67
    EVERETT          WA   98203          2            01/10/03         00
    0415766955                           05           03/01/03          0
    0415766955                           O            02/01/18
    0


    8398305          E22/G01             F          612,850.00         ZZ
                                         180        612,850.00          1
                                       5.750          5,089.17         56
                                       5.500          5,089.17
    SPRING           TX   77379          2            01/24/03         00
    0415774801                           05           03/01/03          0
    0415774801                           O            02/01/18
    0


    8398705          964/G01             F          547,500.00         ZZ
                                         180        547,500.00          1
                                       5.625          4,509.93         49
                                       5.375          4,509.93
    KENTFIELD        CA   94904          5            01/06/03         00
    0435326236                           05           03/01/03          0
    315869                               O            02/01/18
    0


    8398713          964/G01             F          540,000.00         ZZ
                                         180        540,000.00          1
                                       5.625          4,448.15         56
                                       5.375          4,448.15
    SAN JOSE         CA   95120          2            01/09/03         00
    0435300132                           05           03/01/03          0
    321928                               O            02/01/18
    0


    8398715          964/G01             F          412,000.00         ZZ
                                         180        412,000.00          1
                                       5.500          3,366.39         40
                                       5.250          3,366.39
    FREMONT          CA   94539          2            01/09/03         00
    0435323514                           05           03/01/03          0
    324198                               O            02/01/18
    0


    8398721          964/G01             F          399,900.00         ZZ
                                         180        399,900.00          1
                                       5.625          3,294.10         45
                                       5.375          3,294.10
1


    CALABASAS        CA   91302          2            01/16/03         00
    0435300678                           03           03/01/03          0
    327036                               O            02/01/18
    0


    8398971          A39/G01             F          650,000.00         ZZ
                                         180        650,000.00          1
                                       5.750          5,397.67         35
                                       5.500          5,397.67
    WOODLAND HILLS   CA   91364          2            01/09/03         00
    0435321369                           05           03/01/03          0
    2202869RFC                           O            02/01/18
    0


    8399723          A06/G01             F          637,000.00         ZZ
                                         180        637,000.00          1
                                       5.625          5,247.18         36
                                       5.375          5,247.18
    BLOOMFIELD       MI   48301          2            01/16/03         00
    0435294277                           05           03/01/03          0
    021000020233110                      O            02/01/18
    0


    8400225          E82/G01             F          155,000.00         ZZ
                                         180        155,000.00          1
                                       5.625          1,276.78         39
                                       5.375          1,276.78
    OCEANSIDE        NY   11572          2            01/28/03         00
    0400754933                           05           03/01/03          0
    1589367                              O            02/01/18
    0


    8400441          E22/G01             F          130,000.00         ZZ
                                         180        130,000.00          1
                                       5.750          1,079.53         58
                                       5.500          1,079.53
    LAWNDALE         CA   90260          2            01/23/03         00
    0415709849                           05           03/01/03          0
    0415709849                           O            02/01/18
    0


    8400785          E22/G01             F          332,100.00         ZZ
                                         180        332,100.00          1
                                       5.625          2,735.61         74
                                       5.375          2,735.61
    APPLE VALLEY     CA   92307          2            01/22/03         00
    0415797828                           05           03/01/03          0
    0415797828                           O            02/01/18
    0
1




    8400815          E22/G01             F          992,000.00         ZZ
                                         180        992,000.00          1
                                       5.625          8,171.42         45
                                       5.375          8,171.42
    PLEASANTON       CA   94566          2            01/21/03         00
    0415835677                           03           03/01/03          0
    0415835677                           O            02/01/18
    0


    8401293          964/G01             F          425,000.00         ZZ
                                         180        425,000.00          1
                                       5.625          3,500.86         40
                                       5.375          3,500.86
    SAN RAFAEL       CA   94901          2            01/15/03         00
    0435299375                           05           03/01/03          0
    322089                               O            02/01/18
    0


    8401309          964/G01             F          649,999.00         ZZ
                                         180        649,999.00          1
                                       5.625          5,354.25         39
                                       5.375          5,354.25
    SARATOGA         CA   95070          2            01/09/03         00
    0435321328                           05           03/01/03          0
    316785                               O            02/01/18
    0


    8401743          696/G01             F          367,000.00         ZZ
                                         180        367,000.00          1
                                       5.625          3,023.10         48
                                       5.375          3,023.10
    VIENNA           VA   22182          2            01/27/03         00
    0435292222                           05           03/01/03          0
    21303003                             O            02/01/18
    0


    8402111          356/356             F          394,895.00         ZZ
                                         180        394,895.00          1
                                       5.750          3,279.25         72
                                       5.500          3,279.25
    SAN LEANDRO      CA   94577          2            01/03/03         00
    2997807                              05           03/01/03          0
    2997807                              O            02/01/18
    0


    8402121          S11/G01             F          595,000.00         ZZ
                                         180        595,000.00          1
1


                                       5.625          4,901.20         48
                                       5.375          4,901.20
    SHERMAN OAKS     CA   91423          2            01/17/03         00
    0435329909                           05           03/01/03          0
    10300151                             O            02/01/18
    0


    8403417          E82/G01             F          255,000.00         ZZ
                                         180        255,000.00          1
                                       5.625          2,100.52         55
                                       5.375          2,100.52
    PASADENA         CA   91104          2            01/29/03         00
    0400758850                           05           03/01/03          0
    2794359                              O            02/01/18
    0


    8403459          E82/G01             F          339,250.00         ZZ
                                         180        339,250.00          1
                                       5.500          2,771.96         30
                                       5.250          2,771.96
    DALLAS           TX   75205          2            01/30/03         00
    0400767794                           05           03/01/03          0
    1871049                              O            02/01/18
    0


    8403469          E82/G01             F          156,500.00         ZZ
                                         180        156,500.00          1
                                       5.500          1,278.74         57
                                       5.250          1,278.74
    HOLLISTON        MA   01746          2            01/30/03         00
    0400777132                           05           03/01/03          0
    8171444                              O            02/01/18
    0


    8403653          E22/G01             F          607,000.00         ZZ
                                         120        607,000.00          1
                                       5.750          6,662.99         68
                                       5.500          6,662.99
    MILLINGTON       NJ   07946          2            01/27/03         00
    0415722032                           05           03/01/03          0
    0415722032                           O            02/01/13
    0


    8403817          E22/G01             F          407,000.00         ZZ
                                         180        407,000.00          1
                                       5.625          3,352.59         34
                                       5.375          3,352.59
    PALOS VERDES ES  CA   90274          2            01/15/03         00
    0415860287                           05           03/01/03          0
1


    0415860287                           O            02/01/18
    0


    8403833          E22/G01             F          388,000.00         ZZ
                                         180        388,000.00          1
                                       5.625          3,196.08         44
                                       5.375          3,196.08
    FORT LAUDERDALE  FL   33306          2            01/28/03         00
    0415872175                           05           03/01/03          0
    0415872175                           O            02/01/18
    0


    8403919          E22/G01             F          200,000.00         ZZ
                                         180        200,000.00          1
                                       5.875          1,674.24         67
                                       5.625          1,674.24
    HIGHLANDS        NJ   07732          5            01/27/03         00
    0415936251                           05           03/01/03          0
    0415936251                           O            02/01/18
    0


    8404017          E22/G01             F          422,500.00         ZZ
                                         180        422,500.00          1
                                       5.500          3,452.18         80
                                       5.250          3,452.18
    MIAMI SHORES     FL   33138          2            01/29/03         00
    0416025336                           05           03/01/03          0
    0416025336                           O            02/01/18
    0


    8404197          964/G01             F          340,000.00         ZZ
                                         180        340,000.00          1
                                       5.500          2,778.09         52
                                       5.250          2,778.09
    FREMONT          CA   94539          2            01/13/03         00
    0435299763                           05           03/01/03          0
    318032                               O            02/01/18
    0


    8407937          A39/G01             F          459,000.00         ZZ
                                         180        459,000.00          1
                                       5.625          3,780.93         54
                                       5.375          3,780.93
    ENCINO           CA   91436          2            01/27/03         00
    0435327069                           05           03/01/03          0
    2203106RFC                           O            02/01/18
    0


1


    8407995          624/G01             F          336,000.00         ZZ
                                         180        336,000.00          1
                                       5.625          2,767.74         62
                                       5.375          2,767.74
    HUNTINGTONN BEA  CA   92646          2            01/14/03         00
    0435324686                           03           03/01/03          0
    1000011393                           O            02/01/18
    0


    8408327          E82/G01             F          242,000.00         T
                                         180        242,000.00          1
                                       5.500          1,977.34         33
                                       5.250          1,977.34
    HOLLYWOOD        FL   33019          2            01/30/03         00
    0400750923                           05           03/01/03          0
    1668088                              O            02/01/18
    0


    8408597          E22/G01             F          342,500.00         ZZ
                                         180        342,500.00          1
                                       5.750          2,844.15         44
                                       5.500          2,844.15
    SUNNYVALE        CA   94087          5            01/17/03         00
    0415710623                           05           03/01/03          0
    0415710623                           O            02/01/18
    0


    8409599          N47/G01             F          520,000.00         ZZ
                                         180        520,000.00          1
                                       5.750          4,318.13         44
                                       5.500          4,318.13
    PIEDMONT         CA   94611          5            01/24/03         00
    0435351150                           05           03/01/03          0
    90500494                             O            02/01/18
    0


    8410131          B65/G01             F          404,000.00         ZZ
                                         180        404,000.00          1
                                       5.625          3,327.88         66
                                       5.375          3,327.88
    WESTERVILLE      OH   43081          2            01/31/03         00
    0435320098                           05           03/01/03          0
    SR030110681                          O            02/01/18
    0


    8412785          964/G01             F          565,000.00         ZZ
                                         180        565,000.00          1
                                       5.500          4,616.53         60
                                       5.250          4,616.53
1


    FREMONT          CA   94539          2            01/13/03         00
    0435328703                           05           03/01/03          0
    318199                               O            02/01/18
    0


    8413491          M18/G01             F          520,000.00         ZZ
                                         180        520,000.00          1
                                       5.750          4,318.13         58
                                       5.500          4,318.13
    GLENDALE         CA   91207          2            01/03/03         00
    0435334560                           05           03/01/03          0
    980102194                            O            02/01/18
    0


    8413499          A06/G01             F          522,000.00         ZZ
                                         180        522,000.00          1
                                       5.500          4,265.18         70
                                       5.250          4,265.18
    SOUTH LYON       MI   48178          2            01/28/03         00
    0435325741                           05           03/01/03          0
    1000020235967                        O            02/01/18
    0


    8413891          W40/G01             F          500,000.00         ZZ
                                         180        500,000.00          1
                                       5.500          4,085.42         39
                                       5.250          4,085.42
    FARMINGTON HILL  MI   48331          2            01/31/03         00
    0435335971                           05           03/01/03          0
    101017330                            O            02/01/18
    0


    8414775          944/G01             F          340,000.00         ZZ
                                         180        340,000.00          1
                                       5.750          2,823.40         85
                                       5.500          2,823.40
    LITTLETON        CO   80123          2            01/16/03         10
    0435340229                           05           03/01/03          6
    02033280                             O            02/01/18
    0


    8415257          A06/G01             F          470,000.00         ZZ
                                         180        470,000.00          1
                                       5.625          3,871.54         69
                                       5.375          3,871.54
    BLOOMFIELD HILL  MI   48301          2            01/27/03         00
    0435332630                           05           03/01/03          0
    021000020234671                      O            02/01/18
    0
1




    8415471          E22/G01             F          106,300.00         ZZ
                                         180        106,300.00          1
                                       5.625            875.63         45
                                       5.375            875.63
    OAKDALE          MN   55128          5            01/31/03         00
    0415892538                           05           03/01/03          0
    0415892538                           O            02/01/18
    0


    8415851          624/G01             F          469,000.00         ZZ
                                         180        469,000.00          1
                                       5.375          3,801.08         66
                                       5.125          3,801.08
    ENCINITAS        CA   92024          2            01/21/03         00
    0435333463                           05           03/01/03          0
    1000021184                           O            02/01/18
    0


    8415969          X51/G01             F          520,000.00         ZZ
                                         180        520,000.00          1
                                       5.625          4,283.40         54
                                       5.375          4,283.40
    BONITA           CA   91902          2            01/27/03         00
    0435338389                           05           03/01/03          0
    R2054520                             O            02/01/18
    0


    8418159          W40/G01             F          420,000.00         ZZ
                                         180        420,000.00          1
                                       5.500          3,431.75         30
                                       5.250          3,431.75
    FARMINGTON HILL  MI   48331          2            01/31/03         00
    0435342829                           05           03/01/03          0
    101017328                            O            02/01/18
    0


    8418199          M27/G01             F          414,000.00         ZZ
                                         180        414,000.00          1
                                       5.375          3,355.33         29
                                       5.125          3,355.33
    RICHMOND         VA   23233          5            01/31/03         00
    0435344130                           03           03/01/03          0
    600878337                            O            02/01/18
    0


    8419129          A06/G01             F          451,000.00         ZZ
                                         180        451,000.00          1
1


                                       5.500          3,685.05         65
                                       5.250          3,685.05
    HUNTINGTON WOOD  MI   48070          2            01/30/03         00
    0435340914                           05           03/01/03          0
    1                                    O            02/01/18
    0


    8421013          964/G01             F          346,000.00         ZZ
                                         180        346,000.00          1
                                       5.875          2,896.43         66
                                       5.625          2,896.43
    SAMMAMISH        WA   98075          2            01/13/03         00
    0435344031                           03           03/01/03          0
    319980                               O            02/01/18
    0


    8421043          964/G01             F          381,500.00         ZZ
                                         180        381,500.00          1
                                       5.625          3,142.54         28
                                       5.375          3,142.54
    SAN JOSE         CA   95120          2            01/03/03         00
    0435346572                           05           03/01/03          0
    316766                               O            02/01/18
    0


    8421563          X51/G01             F          391,000.00         ZZ
                                         180        391,000.00          1
                                       5.750          3,246.90         70
                                       5.500          3,246.90
    ROWLAND HEIGHTS  CA   91748          2            01/27/03         00
    0435340260                           05           03/01/03          0
    030107004                            O            02/01/18
    0


    8421585          E22/G01             F          145,000.00         ZZ
                                         180        145,000.00          1
                                       5.875          1,213.82         50
                                       5.625          1,213.82
    LA HABRA         CA   90631          2            01/30/03         00
    0416053072                           05           03/01/03          0
    0416053072                           O            02/01/18
    0


    8423393          944/G01             F          394,000.00         ZZ
                                         180        394,000.00          1
                                       5.625          3,245.51         48
                                       5.375          3,245.51
    FREMONT          CA   94539          2            01/29/03         00
    0435343447                           03           03/01/03          0
1


    W02040514                            O            02/01/18
    0


    8423633          975/G01             F          474,900.00         ZZ
                                         180        474,900.00          1
                                       5.500          3,880.33         70
                                       5.250          3,880.33
    FULLERTON        CA   92832          1            01/29/03         00
    0435349063                           03           03/01/03          0
    2030163                              O            02/01/18
    0


    8423977          964/G01             F          348,750.00         ZZ
                                         180        348,750.00          1
                                       5.875          2,919.45         75
                                       5.625          2,919.45
    LONG BEACH       CA   90803          5            01/27/03         00
    0435343967                           05           03/01/03          0
    317744                               O            02/01/18
    0


    8423979          964/G01             F          411,000.00         ZZ
                                         180        411,000.00          1
                                       5.375          3,331.02         56
                                       5.125          3,331.02
    LONG BEACH       CA   90815          2            01/22/03         00
    0435352844                           03           03/01/03          0
    317865                               O            02/01/18
    0


    8423991          964/G01             F          365,000.00         ZZ
                                         180        365,000.00          1
                                       5.500          2,982.36         54
                                       5.250          2,982.36
    SAN JOSE         CA   95129          2            01/17/03         00
    0435356423                           05           03/01/03          0
    324221                               O            02/01/18
    0


    8424505          E76/G01             F          438,000.00         ZZ
                                         180        438,000.00          1
                                       5.375          3,549.84         30
                                       5.125          3,549.84
    DELRAY BEACH     FL   33483          2            01/31/03         00
    0435345962                           05           03/01/03          0
    10020612                             O            02/01/18
    0


1


    8426253          696/G01             F          355,500.00         ZZ
                                         180        355,500.00          1
                                       5.750          2,952.11         80
                                       5.500          2,952.11
    ROCKVILLE        MD   20852          2            01/31/03         00
    0435330675                           01           03/01/03          0
    30403025                             O            02/01/18
    0

   TOTAL NUMBER OF LOANS   :        496

   TOTAL ORIGINAL BALANCE  :   204,069,402.00

   TOTAL PRINCIPAL BALANCE :   203,300,018.12

   TOTAL ORIGINAL P+I      :     1,693,825.37

   TOTAL CURRENT P+I       :     1,693,825.37


                             ***************************
                             *      END OF REPORT      *
                             ***************************



<PAGE>
<TABLE>
<CAPTION>



                                   EXHIBIT TWO
                         SCHEDULE OF DISCOUNT FRACTIONS
                            (Available Upon Request)

                                                  Schedule of Discount Fractions

        Loan Number             Current Balance           Net Mortgage Rate           Discount Fraction           PO Balance
<S>       <C>                     <C>                          <C>                         <C>                     <C>
          8265511                 $426,907.71                  5.220%                      0.5714%                 $2,439.47
          8266191                 $421,787.37                  5.220%                      0.5714%                 $2,410.21
          8268277                 $357,808.20                  5.220%                      0.5714%                 $2,044.62
          8278931                 $473,500.00                  5.220%                      0.5714%                 $2,705.71
          8281375                 $496,404.28                  5.220%                      0.5714%                 $2,836.60
          8297703                 $392,357.95                  5.220%                      0.5714%                 $2,242.05
          8297709                 $436,768.83                  4.970%                      5.3333%                $23,294.34
          8297749                 $392,655.03                  4.720%                     10.0952%                $39,639.46
          8297771                 $405,520.64                  5.095%                      2.9524%                $11,972.51
          8297809                 $327,570.88                  5.095%                      2.9524%                 $9,671.14
          8297919                 $988,960.50                  4.970%                      5.3333%                $52,744.56
          8298099                 $347,353.62                  5.095%                      2.9524%                $10,255.20
          8298203                 $451,267.63                  5.220%                      0.5714%                 $2,578.67
          8298331                 $642,972.24                  5.220%                      0.5714%                 $3,674.13
          8298407                 $390,639.39                  4.970%                      5.3333%                $20,834.10
          8298449                 $357,356.31                  4.970%                      5.3333%                $19,059.00
          8298609                 $380,749.80                  4.970%                      5.3333%                $20,306.66
          8298617                 $633,080.36                  5.220%                      0.5714%                 $3,617.60
          8298639                 $399,137.37                  5.220%                      0.5714%                 $2,280.79
          8298727                 $642,972.24                  5.220%                      0.5714%                 $3,674.13
          8298747                 $354,906.82                  4.970%                      5.3333%                $18,928.36
          8301795                 $445,097.45                  5.220%                      0.5714%                 $2,543.41
          8306145                 $49,686.54                   5.220%                      0.5714%                  $283.92
          8309737                 $536,069.92                  5.220%                      0.5714%                 $3,063.26
          8320081                 $448,368.54                  5.095%                      2.9524%                $13,237.55
          8322917                 $397,568.59                  5.220%                      0.5714%                 $2,271.82
          8324303                 $414,507.60                  5.220%                      0.5714%                 $2,368.61
          8330735                 $930,000.00                  5.220%                      0.5714%                 $5,314.29
          8336039                 $184,500.00                  5.220%                      0.5714%                 $1,054.29
          8338899                 $445,000.00                  5.220%                      0.5714%                 $2,542.86
          8342437                 $367,000.00                  5.220%                      0.5714%                 $2,097.14
          8342877                 $363,875.97                  5.095%                      2.9524%                $10,743.00
          8342952                $1,000,000.00                 5.220%                      0.5714%                 $5,714.29
          8343032                 $452,371.27                  5.220%                      0.5714%                 $2,584.98
          8344234                 $468,313.88                  5.220%                      0.5714%                 $2,676.08
          8345144                 $500,000.00                  5.220%                      0.5714%                 $2,857.14
          8345333                 $600,000.00                  5.220%                      0.5714%                 $3,428.57
          8346322                 $322,700.00                  5.095%                      2.9524%                 $9,527.33
          8347052                 $500,000.00                  5.220%                      0.5714%                 $2,857.14
          8347104                 $485,000.00                  5.095%                      2.9524%                $14,319.05
          8347178                 $435,000.00                  5.220%                      0.5714%                 $2,485.71
          8347552                 $444,000.00                  5.220%                      0.5714%                 $2,537.14
          8348714                 $447,500.00                  5.095%                      2.9524%                $13,211.90
          8351359                 $452,651.33                  4.970%                      5.3333%                $24,141.40
          8353259                 $397,600.00                  5.220%                      0.5714%                 $2,272.00
          8353267                 $393,582.94                  5.220%                      0.5714%                 $2,249.05
          8354749                 $182,700.00                  5.095%                      2.9524%                 $5,394.00
          8354951                 $150,000.00                  5.220%                      0.5714%                  $857.14
          8355069                 $143,000.00                  5.220%                      0.5714%                  $817.14
          8355349                 $487,000.00                  5.220%                      0.5714%                 $2,782.86
          8355669                 $624,000.00                  5.220%                      0.5714%                 $3,565.71
          8355833                 $400,000.00                  5.220%                      0.5714%                 $2,285.71
          8358751                 $123,000.00                  5.220%                      0.5714%                  $702.86


  Thursday, February 20, 2003                                                                                          Page 1 of 3


          8365145                 $630,000.00                  5.220%                      0.5714%                 $3,600.00
          8365831                 $200,000.00                  5.220%                      0.5714%                 $1,142.86
          8366387                 $350,000.00                  5.095%                      2.9524%                $10,333.33
          8366425                 $594,500.00                  5.220%                      0.5714%                 $3,397.14
          8367285                 $526,000.00                  5.220%                      0.5714%                 $3,005.71
          8367749                 $245,790.52                  5.220%                      0.5714%                 $1,404.52
          8367789                 $397,568.58                  5.220%                      0.5714%                 $2,271.82
          8368585                 $336,787.43                  5.220%                      0.5714%                 $1,924.50
          8368687                 $640,000.00                  5.220%                      0.5714%                 $3,657.14
          8372183                 $587,000.00                  5.220%                      0.5714%                 $3,354.29
          8372219                 $322,000.00                  5.220%                      0.5714%                 $1,840.00
          8372881                 $360,500.00                  5.220%                      0.5714%                 $2,060.00
          8372951                 $388,000.00                  5.095%                      2.9524%                $11,455.24
          8377033                 $378,200.00                  5.220%                      0.5714%                 $2,161.14
          8377395                 $229,000.00                  5.220%                      0.5714%                 $1,308.57
          8377423                 $450,000.00                  5.095%                      2.9524%                $13,285.71
          8377513                 $380,000.00                  5.220%                      0.5714%                 $2,171.43
          8377649                 $150,812.00                  5.220%                      0.5714%                  $861.78
          8377713                 $450,000.00                  5.220%                      0.5714%                 $2,571.43
          8378095                 $469,000.00                  4.970%                      5.3333%                $25,013.33
          8378101                 $548,275.97                  5.220%                      0.5714%                 $3,133.01
          8380621                 $340,000.00                  5.095%                      2.9524%                $10,038.10
          8381739                 $980,000.00                  5.170%                      1.5238%                $14,933.33
          8383879                 $370,000.00                  5.220%                      0.5714%                 $2,114.29
          8384281                 $647,668.13                  5.220%                      0.5714%                 $3,700.96
          8384293                 $368,000.00                  5.220%                      0.5714%                 $2,102.86
          8384445                 $380,000.00                  5.220%                      0.5714%                 $2,171.43
          8386235                 $315,800.00                  5.220%                      0.5714%                 $1,804.57
          8386243                 $145,900.00                  5.220%                      0.5714%                  $833.71
          8386519                 $391,800.00                  5.220%                      0.5714%                 $2,238.86
          8387619                 $341,000.00                  5.220%                      0.5714%                 $1,948.57
          8389511                 $55,000.00                   5.220%                      0.5714%                  $314.29
          8393029                 $792,000.00                  5.220%                      0.5714%                 $4,525.71
          8393139                 $382,800.00                  5.220%                      0.5714%                 $2,187.43
          8393747                 $410,000.00                  5.095%                      2.9524%                $12,104.76
          8393993                 $380,000.00                  5.220%                      0.5714%                 $2,171.43
          8394507                 $180,000.00                  5.220%                      0.5714%                 $1,028.57
          8394573                 $175,000.00                  5.220%                      0.5714%                 $1,000.00
          8395399                 $230,000.00                  5.220%                      0.5714%                 $1,314.29
          8397911                 $473,200.00                  5.220%                      0.5714%                 $2,704.00
          8397981                 $340,000.00                  5.220%                      0.5714%                 $1,942.86
          8398031                 $223,900.00                  4.970%                      5.3333%                $11,941.33
          8398037                 $300,000.00                  5.220%                      0.5714%                 $1,714.29
          8398211                 $520,000.00                  4.970%                      5.3333%                $27,733.33
          8398251                 $350,000.00                  5.220%                      0.5714%                 $2,000.00
          8398281                 $940,000.00                  5.220%                      0.5714%                 $5,371.43
          8398715                 $412,000.00                  5.220%                      0.5714%                 $2,354.29
          8403459                 $339,250.00                  5.220%                      0.5714%                 $1,938.57
          8403469                 $156,500.00                  5.220%                      0.5714%                  $894.29
          8404017                 $422,500.00                  5.220%                      0.5714%                 $2,414.29
          8404197                 $340,000.00                  5.220%                      0.5714%                 $1,942.86
          8408327                 $242,000.00                  5.220%                      0.5714%                 $1,382.86
          8412785                 $565,000.00                  5.220%                      0.5714%                 $3,228.57
          8413499                 $522,000.00                  5.220%                      0.5714%                 $2,982.86
          8413891                 $500,000.00                  5.220%                      0.5714%                 $2,857.14
          8415851                 $469,000.00                  5.095%                      2.9524%                $13,846.67
          8418159                 $420,000.00                  5.220%                      0.5714%                 $2,400.00


  Thursday, February 20, 2003                                                                                          Page 2 of 3


          8418199                 $414,000.00                  5.095%                      2.9524%                $12,222.86
          8419129                 $451,000.00                  5.220%                      0.5714%                 $2,577.14
          8423633                 $474,900.00                  5.220%                      0.5714%                 $2,713.71
          8423979                 $411,000.00                  5.095%                      2.9524%                $12,134.29
          8423991                 $365,000.00                  5.220%                      0.5714%                 $2,085.71
          8424505                 $438,000.00                  5.095%                      2.9524%                $12,931.43


  Thursday, February 20, 2003                                                                                          Page 3 of 3
</TABLE>




<PAGE>



                                  EXHIBIT THREE

                          INFORMATION TO BE INCLUDED IN
                       MONTHLY DISTRIBUTION DATE STATEMENT

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

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

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

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

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

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

               (vii) the related Subordinate  Principal  Distribution Amount and
        Prepayment Distribution Percentage, if applicable;

               (viii) on the basis of the most recent reports furnished to it by
        Sub-Servicers,  the number and aggregate  principal balances of Mortgage
        Loans that are  Delinquent  (A) 30-59 days, (B) 60-89 days and (C) 90 or
        more days and the number and  aggregate  principal  balance of  Mortgage
        Loans that are in foreclosure;

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

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

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

               (xii) the weighted average Pool Strip Rate for such  Distribution
        Date, the Pass- Through Rate with respect to the Class A-V  Certificates
        and each Subclass, if any, thereof;


                                       -1-

<PAGE>



               (xiii) the Notional Amount with respect to each class of Interest
        Only Certificates and each Subclass Notional Amount;

               (xiv) the occurrence of the Credit Support Depletion Date;

               (xv)  the  related  Senior  Accelerated  Distribution  Percentage
        applicable to such distribution;

               (xvi) the related Senior Percentage for such Distribution Date;

               (xvii)  the  aggregate   amount  of  Realized   Losses  for  such
        Distribution Date;

               (xviii)the  aggregate  amount  of any  recoveries  on  previously
        foreclosed  loans  from  Sellers  due to a breach of  representation  or
        warranty assigned to the Trustee pursuant to Section 2.04;

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

               (xx) 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.

The    Trustee's    internet    website    will    initially   be   located   at
http://www.abs.bankone.com.  To receive  this  statement  via first  class mail,
telephone the Trustee at (800) 524-9472.


                                       -2-

<PAGE>



                                  EXHIBIT FOUR

                     STANDARD TERMS OF POOLING AND SERVICING
                      AGREEMENT DATED AS OF AUGUST 1, 2002


                                 EXECUTION COPY

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



                                STANDARD TERMS OF
                         POOLING AND SERVICING AGREEMENT




                           Dated as of August 1, 2002




                 Residential Funding Mortgage Securities I, Inc.




                       Mortgage Pass-Through Certificates




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



<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                          PAGE


                                          ARTICLE I

                                         DEFINITIONS
<S>             <C>                                                                         <C>
        Section 1.01  Definitions............................................................1
        Section 1.02  Use of Words and Phrases..............................................30

                                          ARTICLE II

                                CONVEYANCE OF MORTGAGE LOANS;
                              ORIGINAL ISSUANCE OF CERTIFICATES
        Section 2.01  Conveyance of Mortgage Loans..........................................30
        Section 2.02  Acceptance by Trustee.................................................36
        Section 2.03  Representations, Warranties and Covenants of the Master Servicer and the
                      Company...............................................................38
        Section 2.04  Representations and Warranties of Sellers.............................39
        Section 2.05  Execution and Authentication of Certificates/Issuance of Certificates
                      Evidencing Interests in REMIC I.......................................41
        Section 2.06  Conveyance of Uncertificated REMIC I and REMIC II Regular Interests;
                      Acceptance by the Trustee.............................................41
        Section 2.07  Issuance of Certificates Evidencing Interests in REMIC II.............41
        Section 2.08  Purposes and Powers of the Trust......................................42

                                         ARTICLE III

                                 ADMINISTRATION AND SERVICING
                                      OF MORTGAGE LOANS
        Section 3.01  Master Servicer to Act as Servicer....................................42
        Section 3.02  Subservicing Agreements Between Master Servicer and Subservicers;
                      Enforcement of Subservicers' and Sellers' Obligations.................44
        Section 3.03  Successor Subservicers................................................45
        Section 3.04  Liability of the Master Servicer......................................45
        Section 3.05  No Contractual Relationship Between Subservicer and Trustee or
                      Certificateholders....................................................45
        Section 3.06  Assumption or Termination of Subservicing Agreements by Trustee.......46
        Section 3.07  Collection of Certain Mortgage Loan Payments;  Deposits to Custodial
                      Account...............................................................46
        Section 3.08  Subservicing Accounts; Servicing Accounts.............................48
        Section 3.09  Access to Certain Documentation and Information Regarding the Mortgage
                      Loans.................................................................50
        Section 3.10  Permitted Withdrawals from the Custodial Account......................50
        Section 3.11  Maintenance of the Primary Insurance Policies; Collections Thereunder
                      .....................................................................52


                                              i

<PAGE>



        Section 3.12  Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....53
        Section 3.13  Enforcement of Due-on-Sale Clauses; Assumption and Modification
                      Agreements; Certain Assignments.......................................54
        Section 3.14  Realization Upon Defaulted Mortgage Loans.............................56
        Section 3.15  Trustee to Cooperate; Release of Mortgage Files.......................60
        Section 3.16  Servicing and Other Compensation; Compensating Interest...............61
        Section 3.17  Reports to the Trustee and the Company................................62
        Section 3.18  Annual Statement as to Compliance.....................................62
        Section 3.19  Annual Independent Public Accountants' Servicing Report...............62
        Section 3.20  Rights of the Company in Respect of the Master Servicer...............63
        Section 3.21  Administration of Buydown Funds.......................................63

                                          ARTICLE IV

                                PAYMENTS TO CERTIFICATEHOLDERS
        Section 4.01  Certificate Account...................................................64
        Section 4.02  Distributions.........................................................65
        Section 4.03  Statements to Certificateholders......................................65
        Section 4.04  Distribution of Reports to the Trustee and the Company; Advances by the
                      Master Servicer.......................................................66
        Section 4.05  Allocation of Realized Losses.........................................67
        Section 4.06  Reports of Foreclosures and Abandonment of Mortgaged Property.........67
        Section 4.07  Optional Purchase of Defaulted Mortgage Loans.........................67
        Section 4.08  Surety Bond...........................................................68

                                          ARTICLE V

                                       THE CERTIFICATES
        Section 5.01  The Certificates......................................................68
        Section 5.02  Registration of Transfer and Exchange of Certificates.................70
        Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates.....................76
        Section 5.04  Persons Deemed Owners.................................................76
        Section 5.05  Appointment of Paying Agent...........................................76

                                          ARTICLE VI

                             THE COMPANY AND THE MASTER SERVICER

        Section 6.01  Respective Liabilities of the Company and the Master Servicer.........78
        Section 6.02  Merger or Consolidation of the Company or the Master Servicer; Assignment
                      of Rights and Delegation of Duties by Master Servicer.................78
        Section 6.03  Limitation on Liability of the Company, the Master Servicer and Others
                      ......................................................................79
        Section 6.04  Company and Master Servicer Not to Resign.............................80

                                         ARTICLE VII



                                              ii

<PAGE>



                                           DEFAULT
        Section 7.01  Events of Default.....................................................80
        Section 7.02  Trustee or Company to Act; Appointment of Successor...................82
        Section 7.03  Notification to Certificateholders....................................83
        Section 7.04  Waiver of Events of Default...........................................83

                                         ARTICLE VIII

                                    CONCERNING THE TRUSTEE
        Section 8.01  Duties of Trustee.....................................................84
        Section 8.02  Certain Matters Affecting the Trustee.................................85
        Section 8.03  Trustee Not Liable for Certificates or Mortgage Loans.................87
        Section 8.04  Trustee May Own Certificates..........................................87
        Section 8.05  Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...87
        Section 8.06  Eligibility Requirements for Trustee..................................88
        Section 8.07  Resignation and Removal of the Trustee................................89
        Section 8.08  Successor Trustee.....................................................90
        Section 8.09  Merger or Consolidation of Trustee....................................90
        Section 8.10  Appointment of Co-Trustee or Separate Trustee.........................90
        Section 8.11  Appointment of Custodians.............................................91
        Section 8.12  Appointment of Office or Agency.......................................92

                                          ARTICLE IX

                     TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES

        Section 9.01  Optional Purchase by the Master Servicer of All Certificates; Termination
                     Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans
                       .....................................................................92
        Section 9.02  Additional Termination Requirements...................................95
        Section 9.03  Termination of Multiple REMICs........................................96

                                          ARTICLE X

                                       REMIC PROVISIONS
        Section 10.01 REMIC Administration..................................................96
        Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification
                       ....................................................................100
        Section 10.03 Designation of REMIC(s)..............................................100

                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS
        Section 11.01 Amendment............................................................101
        Section 11.02 Recordation of Agreement; Counterparts...............................103
        Section 11.03 Limitation on Rights of Certificateholders...........................104
        Section 11.04 Governing Law........................................................104


                                             iii

<PAGE>



        Section 11.05 Notices..............................................................104
        Section 11.06 Required Notices to Rating Agency and Subservicer....................105
        Section 11.07 Severability of Provisions...........................................105
        Section 11.08 Supplemental Provisions for Resecuritization.........................106
        Section 11.09 Allocation of Voting Rights..........................................106
</TABLE>


EXHIBITS

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




                                              iv

<PAGE>



        This is the Standard Terms of Pooling and Servicing Agreement,  dated as
of August 1, 2002 (the "Standard Terms", and as incorporated by reference into a
Series  Supplement  dated as of the Cut-off  Date,  the "Pooling  and  Servicing
Agreement" or "Agreement"),  among  RESIDENTIAL  FUNDING MORTGAGE  SECURITIES I,
INC., as the company  (together with its permitted  successors and assigns,  the
"Company"),  RESIDENTIAL FUNDING CORPORATION,  as master servicer (together with
its permitted  successors and assigns,  the "Master Servicer"),  and the trustee
named  in  the  applicable  Series  Supplement   (together  with  its  permitted
successors and assigns, the "Trustee").

                                    PRELIMINARY STATEMENT:

        The Company intends to sell certain mortgage  pass-through  certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes,  which in the aggregate will evidence the entire  beneficial  ownership
interest in the Mortgage Loans.

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

                                    ARTICLE I

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

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

        Accretion Termination Date:  As defined in the Series Supplement.
        --------------------------

        Accrual Certificates:  As defined in the Series Supplement.
        --------------------

        Accrued Certificate Interest: With respect to each Distribution Date, as
to any  Class  or  Subclass  of  Certificates  (other  than any  Principal  Only
Certificates),  interest  accrued during the related  Interest Accrual Period at
the related  Pass-Through Rate on the Certificate  Principal Balance or Notional
Amount thereof  immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day  months.  In each  case  Accrued  Certificate  Interest  on any  Class or
Subclass of Certificates will be reduced by the amount of:

        (i)    Prepayment  Interest  Shortfalls on all Mortgage Loans or, if the
               Mortgage  Pool is comprised  of two or more Loan  Groups,  on the
               Mortgage  Loans in the  related  Loan  Group (to the  extent  not
               offset by the  Master  Servicer  with a payment  of  Compensating
               Interest as provided in Section 4.01),

        (ii)   the interest  portion  (adjusted to the Net Mortgage Rate (or the
               Modified  Net  Mortgage  Rate in the case of a Modified  Mortgage
               Loan))  of  Realized  Losses  on all  Mortgage  Loans  or, if the
               Mortgage  Pool is comprised  of two or more Loan  Groups,  on the
               Mortgage  Loans  in the  related  Loan  Group  (including  Excess
               Special Hazard


                                              1

<PAGE>



               Losses,   Excess  Fraud  Losses,  Excess  Bankruptcy  Losses  and
               Extraordinary  Losses)  not  allocated  solely  to  one  or  more
               specific Classes of Certificates pursuant to Section 4.05,

        (iii)  the interest  portion of Advances that were (A)  previously  made
               with  respect to a Mortgage  Loan or REO Property on all Mortgage
               Loans or, if the  Mortgage  Pool is comprised of two or more Loan
               Groups,  on the Mortgage  Loans in the related Loan Group,  which
               remained  unreimbursed  following  the  Cash  Liquidation  or REO
               Disposition  of such  Mortgage  Loan or REO  Property or (B) made
               with respect to delinquencies that were ultimately  determined to
               be Excess  Special  Hazard  Losses,  Excess Fraud Losses,  Excess
               Bankruptcy Losses or Extraordinary Losses, and

        (iv)   any other interest  shortfalls  not covered by the  subordination
               provided by the Class M  Certificates  and Class B  Certificates,
               including  interest  that is not  collectible  from the Mortgagor
               pursuant to the Soldiers' and Sailors'  Civil Relief Act of 1940,
               as amended,  or similar  legislation  or regulations as in effect
               from time to time,

with  all  such  reductions  allocated  (A)  among  all of the  Certificates  in
proportion to their respective amounts of Accrued  Certificate  Interest payable
on such  Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised  of two or more Loan Groups,  the related  Senior  Percentage  of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued  Certificate  Interest  payable  from  the  related  Loan  Group on such
Distribution Date absent such reductions,  with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in  proportion  to their  respective  amounts  of Accrued  Certificate  Interest
payable on such  Distribution  Date absent such reductions.  In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any  Class  of Class B  Certificates  or any  Class of Class M  Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates  or such Class of Class M Certificates  pursuant to Section
4.05.

     Addendum and Assignment  Agreement:  The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.

        Additional  Collateral:  Any of the  following  held, in addition to the
related  Mortgaged  Property,  as security for a Mortgage  Loan:  (i) all money,
securities,  security  entitlements,   accounts,  general  intangibles,  payment
rights,  instruments,  documents,  deposit  accounts,  certificates  of deposit,
commodities  contracts  and other  investment  property  and other  property  of
whatever kind or description now existing or hereafter acquired which is pledged
as  security  for  the  repayment  of  such  Mortgage  Loan,  (ii)   third-party
guarantees,  and (A) all money,  securities,  security  entitlements,  accounts,
general intangibles,  payment rights, instruments,  documents, deposit accounts,
certificates of deposit, commodities contracts and other investment property and
other  property of  whatever  kind or  description  now  existing  or  hereafter
acquired  which is pledged as collateral for such guarantee or (B) any mortgaged
property  securing  the  performance  of such  guarantee,  or (iii)  such  other
collateral as may be set forth in the Series Supplement.



                                              2

<PAGE>



     Additional  Collateral  Loan:  Each  Mortgage  Loan  that is  supported  by
Additional Collateral.

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

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

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

        Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).

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

        Appraised  Value:  As to any Mortgaged  Property,  the lesser of (i) the
appraised value of such Mortgaged  Property based upon the appraisal made at the
time of the  origination of the related  Mortgage Loan, and (ii) the sales price
of the Mortgaged  Property at such time of origination,  except in the case of a
Mortgaged  Property  securing a refinanced or modified Mortgage Loan as to which
it is  either  the  appraised  value  determined  above or the  appraised  value
determined in an appraisal at the time of  refinancing or  modification,  as the
case may be.

        Assigned  Contracts:  With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement,  among GMAC Mortgage
Corporation,  National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related  Pledged  Assets;  or such  other  contracts  as may be set forth in the
Series Supplement.

     Assignment: An assignment of the Mortgage, notice of transfer or equivalent
instrument,  in recordable  form,  sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property


                                              3

<PAGE>



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

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

        Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.

        Available  Distribution  Amount:  As to any Distribution  Date and, with
respect to any Mortgage  Pool  comprised  of two or more Loan Groups,  each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit in the  Custodial  Account as of the close of  business  on the
immediately preceding  Determination Date, including any Subsequent  Recoveries,
and  amounts   deposited  in  the  Custodial  Account  in  connection  with  the
substitution  of Qualified  Substitute  Mortgage  Loans,  (ii) the amount of any
Advance made on the  immediately  preceding  Certificate  Account  Deposit Date,
(iii) any amount deposited in the Certificate Account on the related Certificate
Account Deposit Date pursuant to the second paragraph of Section  3.12(a),  (iv)
any amount  deposited in the Certificate  Account  pursuant to Section 4.07, (v)
any amount  that the Master  Servicer  is not  permitted  to  withdraw  from the
Custodial Account or the Certificate  Account pursuant to Section 3.16(e),  (vi)
any amount  received  by the  Trustee  pursuant to the Surety Bond in respect of
such  Distribution Date and (vii) the proceeds of any Pledged Assets received by
the Master  Servicer,  reduced by (b) the sum as of the close of business on the
immediately  preceding  Determination  Date of (x) the  Amount  Held for  Future
Distribution,  and (y) amounts  permitted to be withdrawn by the Master Servicer
from the Custodial  Account in respect of the Mortgage Loans pursuant to clauses
(ii)-(x),  inclusive,  of  Section  3.10(a).  Such  amount  shall be  determined
separately for each Loan Group. Additionally,  with respect to any Mortgage Pool
that is  comprised  of two or more  Loan  Groups,  if on any  Distribution  Date
Compensating  Interest  provided  pursuant  to  Section  3.16(e)  is  less  than
Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with
Principal  Prepayments in Full received during the related Prepayment Period and
Curtailments made in the prior calendar month, such Compensating  Interest shall
be allocated on such Distribution Date to the Available  Distribution Amount for
each Loan Group on a pro rata basis in accordance with the respective amounts of
such Prepayment  Interest Shortfalls incurred on the Mortgage Loans in such Loan
Group in respect of such Distribution Date.

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

        Bankruptcy  Loss:  With  respect  to  any  Mortgage  Loan,  a  Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation  nor a Debt  Service  Reduction  shall  be  deemed a  Bankruptcy  Loss
hereunder  so long as the Master  Servicer  has  notified the Trustee in writing
that the Master  Servicer is diligently  pursuing any remedies that may exist in
connection  with the  representations  and warranties made regarding the related
Mortgage  Loan and either (A) the related  Mortgage  Loan is not in default with
regard to payments due  thereunder or (B)  delinquent  payments of principal and
interest under the related Mortgage Loan and any premiums on any


                                              4

<PAGE>



applicable  primary hazard  insurance  policy and any related escrow payments in
respect  of such  Mortgage  Loan are being  advanced  on a current  basis by the
Master  Servicer or a  Subservicer,  in either case without giving effect to any
Debt Service Reduction.

        Book-Entry  Certificate:  Any Certificate  registered in the name of the
Depository or its nominee,  and designated as such in the Preliminary  Statement
to the Series Supplement.

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

        Buydown  Funds:  Any amount  contributed  by the  seller of a  Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments  required to be made from the Mortgagor's  funds in the early years
of a  Mortgage  Loan.  Buydown  Funds  are not part of the Trust  Fund  prior to
deposit into the Custodial or Certificate Account.

        Buydown  Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related  Buydown Funds in  accordance  with a related
buydown agreement.

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

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

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

        Certificate Insurer: As defined in the Series Supplement.



                                              5

<PAGE>



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

     Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only  Certificate),  on any date of determination,  an amount equal
to:

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

          (ii) any  Subsequent  Recoveries  added to the  Certificate  Principal
               Balance of such Certificate pursuant to Section 4.02, plus

        (iii)  in the case of each Accrual  Certificate,  an amount equal to the
               aggregate Accrued  Certificate  Interest added to the Certificate
               Principal  Balance  thereof prior to such date of  determination,
               minus

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

provided,  that the  Certificate  Principal  Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be further reduced
by an amount equal to the  Percentage  Interest  evidenced  by such  Certificate
multiplied  by the  excess,  if  any,  of (A)  the  then  aggregate  Certificate
Principal  Balance of all Classes of Certificates  then outstanding over (B) the
then aggregate Stated Principal Balance of the Mortgage Loans.

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

        Class:   Collectively,   all  of  the  Certificates   bearing  the  same
designation.  The initial Class A-V Certificates and any Subclass thereof issued
pursuant  to  Section  5.01(c)  shall be a single  Class  for  purposes  of this
Agreement.

     Class A-P Certificate:  Any one of the  Certificates  designated as a Class
A-P Certificate.

        Class A-P Collection Shortfall:  With respect to the Cash Liquidation or
REO  Disposition  of a Discount  Mortgage Loan and any  Distribution  Date,  the
excess of the  amount  described  in  Section  4.02(b)(i)(C)(1)  over the amount
described in Section 4.02(b)(i)(C)(2).

        Class A-P Principal Distribution Amount:  As defined in Section 4.02.
        ---------------------------------------



                                              6

<PAGE>



     Class A-V Certificate:  Any one of the  Certificates  designated as a Class
A-V Certificate, including any Subclass thereof.

        Class B Certificate:  Any one of the Certificates  designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.

        Class M Certificate:  Any one of the Certificates  designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.

        Closing Date:  As defined in the Series Supplement.

        Code:  The Internal Revenue Code of 1986.

     Combined  Collateral  LLC:  Combined  Collateral  LLC, a  Delaware  limited
liability company.

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

        Cooperative:  A private,  cooperative  housing corporation which owns or
leases land and all or part of a building or  buildings,  including  apartments,
spaces used for commercial  purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.

        Cooperative  Apartment:  A dwelling  unit in a  multi-dwelling  building
owned or leased by a  Cooperative,  which unit the  Mortgagor  has an  exclusive
right to  occupy  pursuant  to the  terms of a  proprietary  lease or  occupancy
agreement.

        Cooperative  Lease:  With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative  Apartment occupied
by the Mortgagor and relating to the related  Cooperative  Stock, which lease or
agreement  confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.

        Cooperative  Loans:  Any of the  Mortgage  Loans  made in  respect  of a
Cooperative  Apartment,  evidenced  by a  Mortgage  Note  and  secured  by (i) a
Security  Agreement,  (ii) the related  Cooperative Stock Certificate,  (iii) an
assignment of the Cooperative  Lease, (iv) financing  statements and (v) a stock
power (or other  similar  instrument),  and  ancillary  thereto,  a  recognition
agreement  between the Cooperative  and the originator of the Cooperative  Loan,
each of which was transferred


                                              7

<PAGE>



and  assigned to the Trustee  pursuant to Section 2.01 and are from time to time
held as part of the Trust Fund.

     Cooperative   Stock:  With  respect  to  a  Cooperative  Loan,  the  single
outstanding class of stock,  partnership  interest or other ownership instrument
in the related Cooperative.

     Cooperative  Stock  Certificate:  With respect to a Cooperative  Loan,  the
stock certificate or other instrument evidencing the related Cooperative Stock.

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

        Credit Support Pledge  Agreement:  The Credit Support Pledge  Agreement,
dated as of  November  24,  1998,  among  the  Master  Servicer,  GMAC  Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.

        Cumulative Insurance Payments:  As defined in the Series Supplement.

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

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

        Custodial  Agreement:  An  agreement  that may be entered into among the
Company, the Master Servicer,  the Trustee and a Custodian pursuant to which the
Custodian will hold certain  documents  relating to the Mortgage Loans on behalf
of the Trustee.

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

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

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

        Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding  indebtedness  under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with


                                              8

<PAGE>



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

        Depository:  The Depository Trust Company,  or any successor  Depository
hereafter  named.  The  nominee  of  the  initial  Depository  for  purposes  of
registering those Certificates that are to be Book-Entry  Certificates is Cede &
Co. The Depository shall at all times be a "clearing  corporation" as defined in
Section  8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered  pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.

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

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

        Determination Date:  As defined in the Series Supplement.
        ------------------

        Discount  Fraction:  With respect to each Discount  Mortgage  Loan,  the
fraction  expressed as a percentage,  the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the  denominator of which is the
Discount Net Mortgage Rate. The Discount  Fraction with respect to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series Supplement.

     Discount  Mortgage  Loan:  Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage  Rate) of less than the Discount Net Mortgage  Rate per
annum and any Mortgage Loan


                                              9

<PAGE>



deemed to be a Discount  Mortgage Loan  pursuant to the  definition of Qualified
Substitute Mortgage Loan.

        Discount Net Mortgage Rate:  As defined in the Series Supplement.

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

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

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

     Due Period: With respect to any Distribution Date, the one-month period set
forth in the Series Supplement.

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


                                              10

<PAGE>



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

        Event of Default:  As defined in Section 7.01.

     Excess  Bankruptcy  Loss: Any Bankruptcy  Loss, or portion  thereof,  which
exceeds the then applicable Bankruptcy Amount.

     Excess Fraud Loss:  Any Fraud Loss, or portion  thereof,  which exceeds the
then applicable Fraud Loss Amount.

     Excess Special  Hazard Loss:  Any Special Hazard Loss, or portion  thereof,
that exceeds the then applicable Special Hazard Amount.

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

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

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

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

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



                                              11

<PAGE>



          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,  combating or defending
against such an occurrence,  seizure or destruction  under quarantine or customs
regulations,  confiscation  by order of any government or public  authority;  or
risks of contraband or illegal transportation or trade.

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

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

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

        FDIC:  Federal Deposit Insurance Corporation or any successor thereto.

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

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

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

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



                                              12

<PAGE>



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

        Highest  Priority:  As of  any  date  of  determination,  the  Class  of
Subordinate  Certificates then outstanding with a Certificate  Principal Balance
greater than zero, with the earliest  priority for payments  pursuant to Section
4.02(a),  in the following  order:  Class M-1,  Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates.

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

        Initial  Certificate  Principal  Balance:  With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Series Supplement.

        Initial Monthly Payment Fund: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date in the first
Due Period  commencing  subsequent to the Cut-off Date for those  Mortgage Loans
for which the Trustee will not be entitled to receive such payment,  and as more
specifically defined in the Series Supplement.

        Initial  Notional  Amount:  With  respect  to any Class or  Subclass  of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically  defined in
the Series Supplement.

     Initial Subordinate Class Percentage: As defined in the Series Supplement.

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

     Insurer:  Any named  insurer  under  any  Primary  Insurance  Policy or any
successor thereto or the named insurer in any replacement policy.

        Interest Accrual Period: As defined in the Series Supplement.



                                              13

<PAGE>



     Interest  Only  Certificates:  A Class  or  Subclass  of  Certificates  not
entitled  to  payments  of  principal,  and  designated  as such  in the  Series
Supplement.  The Interest Only Certificates  will have no Certificate  Principal
Balance.

        Interim Certification:  As defined in Section 2.02.

     Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.

        Junior  Class of  Certificates:  The Class of  Subordinate  Certificates
outstanding  as of the date of the  repurchase  of a Mortgage  Loan  pursuant to
Section 4.07 herein that has the Lowest Priority.

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

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

        Loan Group:  Any group of Mortgage  Loans  designated as a separate loan
group in the Series  Supplement.  The  Certificates  relating to each Loan Group
will be designated in the Series Supplement.

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

        Lower  Priority:  As of any  date  of  determination  and any  Class  of
Subordinate  Certificates,  any other  Class of  Subordinate  Certificates  then
outstanding with a Certificate  Principal  Balance greater than zero, with later
priority for payments pursuant to Section 4.02(a).

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

        Maturity Date: The latest possible maturity date, solely for purposes of
Section   1.860G-1(a)(4)(iii)   of  the  Treasury  regulations,   by  which  the
Certificate  Principal  Balance of each Class of  Certificates  (other  than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.

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


                                              14

<PAGE>



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

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

        MLCC:  Merrill Lynch Credit Corporation, or its successor in interest.

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

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

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

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

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

        Mortgage:  With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument  creating  a first  lien on an  estate  in fee  simple  or  leasehold
interest in real property securing a Mortgage Note.

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

        Mortgage Loans:  Such of the mortgage loans  transferred and assigned to
the Trustee  pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial  Mortgage  Loan  Schedule,  and  Qualified  Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including,  without
limitation,  (i) with respect to each  Cooperative  Loan,  the related  Mortgage
Note,  Security  Agreement,  Assignment of Proprietary Lease,  Cooperative Stock
Certificate,  Cooperative  Lease and Mortgage  File and all rights  appertaining
thereto,  and (ii) with respect to each  Mortgage  Loan other than a Cooperative
Loan,  each related  Mortgage  Note,  Mortgage and Mortgage  File and all rights
appertaining thereto.


                                              15

<PAGE>



        Mortgage Loan Schedule:  As defined in the Series Supplement.

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

     Mortgage Pool: The pool of mortgage  loans,  including all Loan Groups,  if
any, consisting of the Mortgage Loans.

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

        Mortgaged  Property:  The underlying  real property  securing a Mortgage
Loan or, with respect to a Cooperative  Loan, the related  Cooperative Lease and
Cooperative Stock.

        Mortgagor:  The obligor on a Mortgage Note.

        Net  Mortgage  Rate:  As to each  Mortgage  Loan,  a per  annum  rate of
interest  equal to the Adjusted  Mortgage  Rate less the per annum rate at which
the Servicing Fee is calculated.

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

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

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

        Nonrecoverable  Advance:  Any Advance  previously made or proposed to be
made by the Master  Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which,  in the good faith judgment of the Master  Servicer,  will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master  Servicer  from  related  Late  Collections,  Insurance  Proceeds,
Liquidation  Proceeds,  REO  Proceeds  or  amounts  reimbursable  to the  Master
Servicer  pursuant to Section 4.02(a) hereof.  The  determination  by the Master
Servicer that it has made a Nonrecoverable  Advance or that any proposed Advance
would  constitute a Nonrecoverable  Advance,  shall be evidenced by an Officers'
Certificate delivered to the Company, the Trustee and any Certificate Insurer.

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

        Notional Amount:  With respect to any Class or Subclass of Interest Only
Certificates,  an amount used as the principal  basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.

     Officers'  Certificate:  A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President,  or a Director or
Managing Director, and by the Treasurer,


                                              16

<PAGE>



the Secretary,  or one of the Assistant  Treasurers or Assistant  Secretaries of
the Company or the Master  Servicer,  as the case may be, and  delivered  to the
Trustee, as required by this Agreement.

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

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

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

        Pass-Through Rate:  As defined in the Series Supplement.

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

        Percentage Interest: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such  Certificate,  which  percentage  ownership  interest shall be
equal to the Initial  Certificate  Principal Balance thereof or Initial Notional
Amount (in the case of any Interest  Only  Certificate)  thereof  divided by the
aggregate Initial Certificate  Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate,  the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.

        Permitted Investments:  One or more of the following:

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

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

               (iii) federal funds,  certificates of deposit,  demand  deposits,
        time  deposits  and  bankers'  acceptances  (which  shall  each  have an
        original  maturity of not more than 90 days and, in the case of bankers'
        acceptances,  shall in no event have an  original  maturity of more than
        365 days or a remaining  maturity of more than 30 days)  denominated  in
        United States


                                              17

<PAGE>



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

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

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

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

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

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



                                              18

<PAGE>



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

     Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined  Collateral  LLC, at the direction of or for the benefit of
the related Mortgagor.

        Pledged  Asset Loan:  Any Mortgage Loan  supported by Pledged  Assets or
such other collateral,  other than the related Mortgaged Property,  set forth in
the Series Supplement.

        Pledged   Assets:   With  respect  to  any  Mortgage  Loan,  all  money,
securities, security entitlements,  accounts, general intangibles,  instruments,
documents,  certificates of deposit,  commodities contracts and other investment
property and other property of whatever kind or description  pledged by Combined
Collateral LLC as security in respect of any Realized  Losses in connection with
such Mortgage  Loan up to the Pledged  Amount for such  Mortgage  Loan,  and any
related  collateral,  or such other collateral as may be set forth in the Series
Supplement.

        Pledged Asset Mortgage Servicing  Agreement:  The Pledged Asset Mortgage
Servicing  Agreement,  dated as of February 28, 1996 between MLCC and the Master
Servicer.

        Pooling  and  Servicing  Agreement  or  Agreement:  With  respect to any
Series, this Standard Terms together with the related Series Supplement.

     Pool Stated Principal  Balance:  As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.

        Pool Strip Rate:  With respect to each  Mortgage  Loan, a per annum rate
equal to the excess of (a) the Net Mortgage  Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.

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

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


                                              19

<PAGE>



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

        Prepayment Period: As to any Distribution Date and Principal  Prepayment
in Full,  the period  commencing on the 16th day of the month prior to the month
prior to the month in which that Distribution Date occurs and ending on the 15th
day of the month in which such Distribution Date occurs.

     Primary  Insurance  Policy:   Each  primary  policy  of  mortgage  guaranty
insurance or any replacement policy therefor referred to in Section  2.03(b)(iv)
and (v).

     Principal  Only  Certificates:  A Class of  Certificates  not  entitled  to
payments of interest,  and more  specifically  designated  as such in the Series
Supplement.

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

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

        Program Guide: Collectively, the Client Guide and the Servicer Guide for
Residential  Funding's  mortgage loan purchase and conduit servicing program and
all supplements  and amendments  thereto  published by Residential  Funding from
time to time.

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

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

        (i)    have an outstanding  principal  balance,  after  deduction of the
               principal  portion  of the  monthly  payment  due in the month of
               substitution  (or in the case of a substitution  of more than one
               Mortgage Loan for a Deleted Mortgage Loan, an aggregate


                                              20

<PAGE>



               outstanding  principal  balance,  after such  deduction),  not in
               excess of the Stated  Principal  Balance of the Deleted  Mortgage
               Loan (the amount of any shortfall to be deposited by  Residential
               Funding in the Custodial Account in the month of substitution);

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

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

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

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

        (vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.

Notwithstanding  any other provisions  herein, (x) with respect to any Qualified
Substitute  Mortgage Loan  substituted  for a Deleted  Mortgage Loan which was a
Discount Mortgage Loan, such Qualified  Substitute Mortgage Loan shall be deemed
to be a  Discount  Mortgage  Loan and to have a Discount  Fraction  equal to the
Discount  Fraction  of the Deleted  Mortgage  Loan and (y) in the event that the
"Pool  Strip  Rate" of any  Qualified  Substitute  Mortgage  Loan as  calculated
pursuant to the  definition  of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan

        (i)    the Pool Strip Rate of such  Qualified  Substitute  Mortgage Loan
               shall  be equal to the Pool  Strip  Rate of the  related  Deleted
               Mortgage Loan for purposes of calculating the  Pass-Through  Rate
               on the Class A-V Certificates and

        (ii)   the excess of the Pool Strip  Rate on such  Qualified  Substitute
               Mortgage Loan as calculated  pursuant to the  definition of "Pool
               Strip  Rate"  over the Pool  Strip  Rate on the  related  Deleted
               Mortgage  Loan  shall  be  payable  to the  Class R  Certificates
               pursuant to Section 4.02 hereof.

        Rating Agency:  Each of the statistical credit rating agencies specified
in the  Preliminary  Statement  of the  Series  Supplement.  If any  agency or a
successor is no longer in existence,  "Rating Agency" shall be such  statistical
credit rating agency,  or other  comparable  Person,  designated by the Company,
notice  of  which  designation  shall be given  to the  Trustee  and the  Master
Servicer.

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

        (a)    as to which a Cash  Liquidation or REO  Disposition has occurred,
               an amount (not less than zero) equal to (i) the Stated  Principal
               Balance of the Mortgage  Loan (or REO Property) as of the date of
               Cash Liquidation or REO Disposition, plus (ii) interest


                                              21

<PAGE>



               (and REO Imputed Interest,  if any) at the Net Mortgage Rate from
               the Due Date as to which  interest  was last paid or  advanced to
               Certificateholders  up to the Due Date in the Due Period  related
               to the  Distribution  Date on which  such  Realized  Loss will be
               allocated  pursuant  to  Section  4.05  on the  Stated  Principal
               Balance  of such  Mortgage  Loan  (or REO  Property)  outstanding
               during  each  Due  Period  that  such  interest  was not  paid or
               advanced,  minus (iii) the proceeds,  if any, received during the
               month  in  which  such  Cash  Liquidation  (or  REO  Disposition)
               occurred,  to the extent applied as recoveries of interest at the
               Net Mortgage Rate and to principal of the Mortgage  Loan,  net of
               the portion  thereof  reimbursable  to the Master Servicer or any
               Subservicer  with  respect to related  Advances or expenses as to
               which  the  Master   Servicer  or   Subservicer  is  entitled  to
               reimbursement  thereunder  but  which  have not  been  previously
               reimbursed,

        (b)    which is the subject of a Servicing Modification,  (i) the amount
               by  which  the  interest  portion  of a  Monthly  Payment  or the
               principal balance of such Mortgage Loan was reduced, and (ii) any
               such amount with  respect to a Monthly  Payment that was or would
               have been due in the  month  immediately  following  the month in
               which  a  Principal  Prepayment  or the  Purchase  Price  of such
               Mortgage Loan is received or is deemed to have been received,

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

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

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

To the extent the Master Servicer receives Subsequent Recoveries with respect to
any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent  such  recoveries  are  applied to reduce the
Certificate  Principal  Balance of any Class of Certificates on any Distribution
Date.

        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.



                                              22

<PAGE>



     Regular  Certificate:  Any  of  the  Certificates  other  than  a  Class  R
Certificate.

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

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

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

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

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

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

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

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

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

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



                                              23

<PAGE>



        Required Surety Payment:  With respect to any Additional Collateral Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess,  if
any, of (a) the amount of Additional  Collateral  required at  origination  with
respect  to  such  Mortgage  Loan  over  (b) the net  proceeds  realized  by the
Subservicer from the related Additional Collateral.

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

        Responsible Officer:  When used with respect to the Trustee, any officer
of the  Corporate  Trust  Department  of the Trustee,  including any Senior Vice
President,  any Vice  President,  any Assistant  Vice  President,  any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily  performing  functions similar to those performed by any
of the above designated  officers to whom, with respect to a particular  matter,
such matter is referred.

        Retail  Certificates:  A Senior Certificate,  if any, offered in smaller
minimum denominations than other Senior Certificates,  and designated as such in
the Series Supplement.

        Schedule of Discount Fractions:  The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to
the Series Supplement.

     Security  Agreement:  With respect to a  Cooperative  Loan,  the  agreement
creating  a  security  interest  in  favor  of the  originator  in  the  related
Cooperative Stock.

     Seller: As to any Mortgage Loan, a Person, including any Subservicer,  that
executed a Seller's Agreement applicable to such Mortgage Loan.

        Seller's  Agreement:  An  agreement  for  the  origination  and  sale of
Mortgage  Loans  generally  in the form of the Seller  Contract  referred  to or
contained in the Program  Guide,  or in such other form as has been  approved by
the  Master  Servicer  and the  Company,  each  containing  representations  and
warranties in respect of one or more Mortgage  Loans  consistent in all material
respects with those set forth in the Program Guide.

        Senior  Accelerated  Distribution   Percentage:   With  respect  to  any
Distribution  Date occurring on or prior to the 60th Distribution Date and, with
respect to any Mortgage  Pool  comprised  of two or more Loan  Groups,  any Loan
Group,  100%. With respect to any Distribution Date thereafter and any such Loan
Group, if applicable, as follows:

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

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



                                              24

<PAGE>



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

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

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

provided, however,

        (i)    that  any   scheduled   reduction   to  the  Senior   Accelerated
               Distribution Percentage described above shall not occur as of any
               Distribution Date unless either

               (a)(1)(X) the outstanding principal balance of the Mortgage Loans
        delinquent  60 days or more  averaged  over the last  six  months,  as a
        percentage of the aggregate outstanding Certificate Principal Balance of
        the  Subordinate  Certificates,  is less than 50% or (Y) the outstanding
        principal  balance of Mortgage Loans delinquent 60 days or more averaged
        over the last six months,  as a percentage of the aggregate  outstanding
        principal  balance  of all  Mortgage  Loans  averaged  over the last six
        months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans
        to date  for such  Distribution  Date if  occurring  during  the  sixth,
        seventh,  eighth, ninth or tenth year (or any year thereafter) after the
        Closing Date are less than 30%, 35%, 40%, 45% or 50%,  respectively,  of
        the sum of the Initial Certificate Principal Balances of the Subordinate
        Certificates or

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

          (ii) that for any Distribution  Date on which the Senior Percentage is
               greater than the  Percentage as of the Closing  Date,  the Senior
               Accelerated  Distribution  Percentage for such  Distribution Date
               shall be 100%,  or, if the  Mortgage  Pool is comprised of two or
               more Loan Groups, for any Distribution Date on which the weighted
               average of the Senior  Percentages for each Loan Group,  weighted
               on the basis of the Stated  Principal  Balances  of the  Mortgage
               Loans in the related Loan Group,  exceeds the weighted average of
               the initial  Senior  Percentages  (calculated  on such basis) for
               each Loan  Group,  each of the  Senior  Accelerated  Distribution
               Percentages for such Distribution Date will equal 100%.



                                              25

<PAGE>



Notwithstanding the foregoing,  upon the reduction of the Certificate  Principal
Balances  of  the  related  Senior   Certificates  (other  than  the  Class  A-P
Certificates,  if any) to zero,  the  related  Senior  Accelerated  Distribution
Percentage shall thereafter be 0%.

        Senior Certificate:  As defined in the Series Supplement.

        Senior Percentage:  As defined in the Series Supplement.

        Senior  Support   Certificate:   A  Senior   Certificate  that  provides
additional  credit  enhancement to certain other classes of Senior  Certificates
and designated as such in the Preliminary Statement of the Series Supplement.

     Series: All of the Certificates  issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.

        Series  Supplement:  The  agreement  into which this  Standard  Terms is
incorporated and pursuant to which,  together with this Standard Terms, a Series
of Certificates is issued.

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

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

        Servicing Fee: With respect to any Mortgage Loan and Distribution  Date,
the fee payable  monthly to the Master  Servicer in respect of master  servicing
compensation  that accrues at an annual rate  designated  on the  Mortgage  Loan
Schedule as the "MSTR SERV FEE" for such Mortgage  Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.

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

     Servicing  Officer:  Any  officer of the Master  Servicer  involved  in, or
responsible  for, the  administration  and servicing of the Mortgage Loans whose
name and specimen signature appear on


                                              26

<PAGE>



a list of servicing officers furnished to the Trustee by the Master Servicer, as
such list may from time to time be amended.

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

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

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

        Subclass:  With  respect  to the Class A-V  Certificates,  any  Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated  Class A-V REMIC Regular  Interest or Interests  specified by the
initial Holder of the Class A-V Certificates pursuant to Section 5.01(c).

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

        Subordinate Class Percentage:  With respect to any Distribution Date and
any Class of Subordinate  Certificates,  a fraction,  expressed as a percentage,
the numerator of which is the aggregate  Certificate  Principal  Balance of such
Class  of  Subordinate  Certificates  immediately  prior  to such  date  and the
denominator  of which is the aggregate  Stated  Principal  Balance of all of the
Mortgage  Loans (or related  REO  Properties)  (other than the related  Discount
Fraction of each Discount  Mortgage Loan) immediately prior to such Distribution
Date.

        Subordinate Percentage: As of any Distribution Date and, with respect to
any Mortgage  Pool  comprised of two or more Loan Groups,  any Loan Group,  100%
minus the related Senior Percentage as of such Distribution Date.



                                              27

<PAGE>



        Subsequent Recoveries:  As of any Distribution Date, amounts received by
the Master  Servicer  (net of any related  expenses  permitted to be  reimbursed
pursuant  to Section  3.10) or surplus  amounts  held by the Master  Servicer to
cover estimated expenses  (including,  but not limited to, recoveries in respect
of the representations and warranties made by the related Seller pursuant to the
applicable  Seller's  Agreement and assigned to the Trustee  pursuant to Section
2.04)  specifically  related to a Mortgage  Loan that was the  subject of a Cash
Liquidation or an REO Disposition  prior to the related  Prepayment  Period that
resulted in a Realized Loss.

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

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

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

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

        Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as  provided  in  Section  3.02,  generally  in the  form of the  servicer
contract  referred to or contained in the Program Guide or in such other form as
has been  approved  by the Master  Servicer  and the  Company.  With  respect to
Additional  Collateral  Loans  subserviced by MLCC, the  Subservicing  Agreement
shall also include the Addendum and  Assignment  Agreement and the Pledged Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced
by GMAC Mortgage Corporation, the Addendum and Assignment Agreement, dated as of
November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, as
such agreement may be amended from time to time.

        Subservicing  Fee: As to any Mortgage Loan,  the fee payable  monthly to
the related  Subservicer (or, in the case of a Nonsubserviced  Mortgage Loan, to
the Master  Servicer) in respect of  subservicing  and other  compensation  that
accrues at an annual rate equal to the excess of the Mortgage  Rate borne by the
related  Mortgage  Note over the rate per annum  designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.

     Surety:  Ambac, or its successors in interest,  or such other surety as may
be identified in the Series Supplement.

     Surety Bond: The Limited Purpose Surety Bond (Policy No.  AB0039BE),  dated
February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the Surety
Bond (Policy No.  AB0240BE),  dated March 17, 1999 in respect to Mortgage  Loans
originated by Novus Financial Corporation,  in each case issued by Ambac for the
benefit of certain beneficiaries, including the


                                              28

<PAGE>



Trustee  for the  benefit of the  Holders of the  Certificates,  but only to the
extent that such Surety Bond covers any  Additional  Collateral  Loans,  or such
other Surety Bond as may be identified in the Series Supplement.

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

     Transfer:  Any irect 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:  AnyPerson  who is  disposing  by  Transfer  of  any  Ownership
Interest in a Certificate.

        Trust Fund:  The segregated pool of assets consisting of:

          (i)  the Mortgage Loans and the related  Mortgage Files and collateral
               securing such Mortgage Loans,

        (ii)   all payments on and  collections in respect of the Mortgage Loans
               due  after  the  Cut-off  Date  as  shall  be on  deposit  in the
               Custodial Account or in the Certificate Account and identified as
               belonging  to the Trust Fund,  including  the  proceeds  from the
               liquidation   of  Additional   Collateral   for  any   Additional
               Collateral Loan or Pledged Assets for any Pledged Asset Loan, but
               not including  amounts on deposit in the Initial  Monthly Payment
               Fund,

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

        (iv)   the hazard insurance policies and Primary Insurance Policies,  if
               any, the Pledged  Assets with respect to each Pledged Asset Loan,
               and the  interest in the Surety Bond  transferred  to the Trustee
               pursuant to Section 2.01,

        (v)    the Initial Monthly Payment Fund, and

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

        Underwriter:  As defined in the Series Supplement.
        -----------



                                              29

<PAGE>



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

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

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

     Voting Rights:  The portion of the voting rights of all of the Certificates
which is allocated  to any  Certificate,  and more  specifically  designated  in
Article XI of the Series Supplement.

        Section 1.02  Use of Words and Phrases.

        "Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other  equivalent  words refer to the Pooling and  Servicing  Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding  Articles,  Sections and  Subsections in the Pooling and Servicing
Agreement.  The  definition  set forth herein  include both the singular and the
plural.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

        Section 2.01  Conveyance of Mortgage Loans.

        (a) The Company,  concurrently  with the execution and delivery  hereof,
does hereby  assign to the Trustee  without  recourse  all the right,  title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal  received on or with respect to the  Mortgage  Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).  In connection  with such transfer and  assignment,
the Company  does  hereby  deliver to the  Trustee  the  Certificate  Policy (as
defined in the Series Supplement), if any.

        (b) In connection with such  assignment,  except as set forth in Section
2.01(c) and subject to Section  2.01(d)  below,  the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more Custodians, as the
duly appointed agent or agents of the Trustee for such


                                              30

<PAGE>



purpose,  the following documents or instruments (or copies thereof as permitted
by this Section) (I) with respect to each Mortgage Loan so assigned  (other than
a Cooperative Loan):

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

                      (ii) The original Mortgage, noting the presence of the MIN
               of the Mortgage  Loan and language  indicating  that the Mortgage
               Loan is a MOM  Loan if the  Mortgage  Loan  is a MOM  Loan,  with
               evidence of recording indicated thereon or a copy of the Mortgage
               with evidence of recording indicated thereon;

                      (iii)  Unless  the  Mortgage  Loan  is  registered  on the
               MERS(R)  System,  an original  Assignment  of the Mortgage to the
               Trustee with evidence of recording indicated thereon or a copy of
               such assignment with evidence of recording indicated thereon;

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

                      (v)  The   original  of  each   modification,   assumption
               agreement or preferred loan agreement,  if any,  relating to such
               Mortgage  Loan  or  a  copy  of  each  modification,   assumption
               agreement or preferred loan agreement.

               and (II) with respect to each Cooperative Loan so assigned:

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

                      (ii)  A  counterpart  of the  Cooperative  Lease  and  the
               Assignment  of  Proprietary   Lease  to  the  originator  of  the
               Cooperative Loan with intervening assignments showing an unbroken
               chain of title from such originator to the Trustee;



                                              31

<PAGE>



                      (iii)   The   related   Cooperative   Stock   Certificate,
               representing the related  Cooperative  Stock pledged with respect
               to such  Cooperative  Loan,  together with an undated stock power
               (or other similar instrument) executed in blank;

                    (iv) The original  recognition  agreement by the Cooperative
               of the  interests  of the  mortgagee  with respect to the related
               Cooperative Loan;

                      (v)    The Security Agreement;

                      (vi) Copies of the original UCC-1 financing statement, and
               any  continuation  statements,  filed by the  originator  of such
               Cooperative  Loan  as  secured  party,   each  with  evidence  of
               recording  thereof,  evidencing  the  interest of the  originator
               under the Security  Agreement and the  Assignment of  Proprietary
               Lease;

                      (vii)  Copies  of  the  filed  UCC-3  assignments  of  the
               security  interest  referenced  in clause  (vi) above  showing an
               unbroken chain of title from the originator to the Trustee,  each
               with evidence of recording  thereof,  evidencing  the interest of
               the originator under the Security Agreement and the Assignment of
               Proprietary Lease;

                      (viii)  An  executed  assignment  of the  interest  of the
               originator in the Security  Agreement,  Assignment of Proprietary
               Lease and the  recognition  agreement  referenced  in clause (iv)
               above,  showing an unbroken chain of title from the originator to
               the Trustee;

                      (ix)  The  original  of  each   modification,   assumption
               agreement or preferred loan agreement,  if any,  relating to such
               Cooperative Loan; and

                      (x) A duly completed UCC-1 financing statement showing the
               Master  Servicer as debtor,  the Company as secured party and the
               Trustee  as  assignee  and  a  duly  completed   UCC-1  financing
               statement  showing  the  Company  as debtor  and the  Trustee  as
               secured party,  each in a form sufficient for filing,  evidencing
               the interest of such debtors in the Cooperative Loans.

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



                                              32

<PAGE>



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

        The Company  shall  promptly  cause to be  recorded  in the  appropriate
public office for real  property  records the  Assignment  referred to in clause
(I)(iii)  of Section  2.01(b),  except (a) in states  where,  in the  opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the  Trustee's  interests in the  Mortgage  Loan against the
claim of any  subsequent  transferee  or any  successor  to or  creditor  of the
Company or the  originator of such Mortgage Loan or (b) if MERS is identified on
the  Mortgage  or on a  properly  recorded  assignment  of the  Mortgage  as the
mortgagee  of record  solely as nominee  for the Seller and its  successors  and
assigns,  and shall  promptly  cause to be filed the Form UCC-3  assignment  and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment,  Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company  shall  prepare a substitute  Assignment,  Form UCC-3 or Form UCC-1,  as
applicable,  or cure such defect,  as the case may be, and cause such Assignment
to be recorded in accordance  with this  paragraph.  The Company shall  promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or  Assignment  or Form UCC-3 or Form UCC-1,  as  applicable,  (or copy
thereof as permitted by Section  2.01(b)) with  evidence of recording  indicated
thereon  at the time  specified  in  Section  2.01(c).  In  connection  with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation  statements with regard to each financing statement and
assignment  relating to  Cooperative  Loans as to which the related  Cooperative
Apartment is located outside of the State of New York.

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

        Any of the items set forth in Sections  2.01(b)(I)(ii),  (iii), (iv) and
(v) and  (II)(vi)  and (vii) and that may be delivered as a copy rather than the
original may be delivered to the Trustee or the Custodian.

        In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System,  the Company further agrees that it will cause, at the Company's
own expense,  within 30 Business Days after the Closing Date, the MERS(R) System
to indicate  that such  Mortgage  Loans have been assigned by the Company to the
Trustee   in   accordance   with  this   Agreement   for  the   benefit  of  the
Certificateholders  by including  (or  deleting,  in the case of Mortgage  Loans
which are  repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies


                                              33

<PAGE>



the specific Trustee and (b) the code in the field "Pool Field" which identifies
the series of the  Certificates  issued in connection  with such Mortgage Loans.
The  Company  further  agrees  that it will not,  and will not permit the Master
Servicer to, and the Master  Servicer  agrees that it will not,  alter the codes
referenced in this  paragraph  with respect to any Mortgage Loan during the term
of this  Agreement  unless  and  until  such  Mortgage  Loan is  repurchased  in
accordance with the terms of this Agreement.

        (e)  Residential  Funding  hereby  assigns to the Trustee  its  security
interest in and to any  Additional  Collateral or Pledged  Assets,  its right to
receive amounts due or to become due in respect of any Additional  Collateral or
Pledged Assets pursuant to the related Subservicing  Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With  respect  to  any  Additional   Collateral  Loan  or  Pledged  Asset  Loan,
Residential Funding shall cause to be filed in the appropriate  recording office
a UCC-3  statement  giving  notice of the  assignment  of the  related  security
interest to the Trust Fund and shall  thereafter  cause the timely filing of all
necessary continuation statements with regard to such financing statements.

        (f) It is intended that the  conveyance by the Company to the Trustee of
the   Mortgage   Loans  as  provided  for  in  this  Section  2.01  be  and  the
Uncertificated  REMIC  Regular  Interests,  if any (as  provided  for in Section
2.06),  be  construed  as a sale by the Company to the  Trustee of the  Mortgage
Loans and any  Uncertificated  REMIC  Regular  Interests  for the benefit of the
Certificateholders.  Further,  it is not intended that such conveyance be deemed
to be a pledge  of the  Mortgage  Loans  and any  Uncertificated  REMIC  Regular
Interests by the Company to the Trustee to secure a debt or other  obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential  Funding,  or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended  that (a) this  Agreement  shall be a  security  agreement  within  the
meaning of  Articles  8 and 9 of the New York  Uniform  Commercial  Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided  for in Section  2.01 shall be deemed to be, and hereby is, (1) a grant
by the  Company to the Trustee of a security  interest  in all of the  Company's
right (including the power to convey title thereto), title and interest, whether
now owned or  hereafter  acquired,  in and to any and all  general  intangibles,
payment intangibles,  accounts,  chattel paper, instruments,  documents,  money,
deposit accounts,  certificates of deposit, goods, letters of credit, advices of
credit  and  investment   property  and  other  property  of  whatever  kind  or
description  now existing or hereafter  acquired  consisting of, arising from or
relating to any of the  following:  (A) the Mortgage  Loans,  including (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary  Lease,  Cooperative Stock Certificate and Cooperative
Lease,  (ii) with respect to each Mortgage  Loan other than a Cooperative  Loan,
the related Mortgage Note and Mortgage, and (iii) any insurance policies and all
other documents in the related  Mortgage File, (B) all amounts payable  pursuant
to  the  Mortgage  Loans  in  accordance   with  the  terms  thereof,   (C)  any
Uncertificated  REMIC Regular  Interests and (D) all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property,  including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial Account,  whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the  Company  to the  Trustee  of  any  security  interest  in  any  and  all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter


                                              34

<PAGE>



acquired, in and to the property described in the foregoing clauses (1)(A), (B),
(C) and (D)  granted by  Residential  Funding  to the  Company  pursuant  to the
Assignment  Agreement;  (c) the possession by the Trustee,  the Custodian or any
other agent of the Trustee of Mortgage  Notes or such other items of property as
constitute instruments, money, payment intangibles, negotiable documents, goods,
deposit accounts,  letters of credit,  advices of credit,  investment  property,
certificated  securities or chattel paper shall be deemed to be  "possession  by
the secured party," or possession by a purchaser or a person  designated by such
secured party, for purposes of perfecting the security  interest pursuant to the
Minnesota Uniform  Commercial Code and the Uniform  Commercial Code of any other
applicable  jurisdiction as in effect (including,  without limitation,  Sections
8-106,  9-313 and 9-106 thereof);  and (d) notifications to persons holding such
property,  and  acknowledgments,  receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries,  bailees or agents of, or persons
holding for (as  applicable)  the Trustee  for the  purpose of  perfecting  such
security interest under applicable law.

        The Company and, at the Company's direction, Residential Funding and the
Trustee  shall,  to  the  extent  consistent  with  this  Agreement,  take  such
reasonable  actions as may be necessary to ensure that, if this  Agreement  were
determined  to  create  a  security   interest  in  the  Mortgage   Loans,   any
Uncertificated  REMIC Regular Interests and the other property  described above,
such security  interest would be determined to be a perfected  security interest
of first priority under applicable law and will be maintained as such throughout
the term of this  Agreement.  Without  limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing,  or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the  effectiveness of any original filings  necessary under the Uniform
Commercial  Code as in effect  in any  jurisdiction  to  perfect  the  Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated  REMIC
Regular  Interests,  as evidenced by an  Officers'  Certificate  of the Company,
including  without  limitation (x) continuation  statements,  and (y) such other
statements  as may be  occasioned  by (1) any  change  of  name  of  Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee,  if occasioned by a change in the Trustee's  name),  (2)
any change of location of the place of business or the chief executive office of
Residential  Funding  or the  Company,  (3)  any  transfer  of any  interest  of
Residential  Funding or the Company in any Mortgage  Loan or (4) any transfer of
any interest of Residential  Funding or the Company in any Uncertificated  REMIC
Regular Interest.

        (g) The Master  Servicer  hereby  acknowledges  the receipt by it of the
Initial  Monthly  Payment  Fund.  The Master  Servicer  shall hold such  Initial
Monthly  Payment Fund in the  Custodial  Account and shall  include such Initial
Monthly  Payment  Fund in the  Available  Distribution  Amount  for the  initial
Distribution Date.  Notwithstanding anything herein to the contrary, the Initial
Monthly  Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly  Payment Fund  constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts  transferred by any REMIC to
the Initial  Monthly  Payment Fund shall be treated as transferred to the Seller
or any successor,  all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.



                                              35

<PAGE>



        (h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this  Agreement  will also  constitute the  assignment,  sale,  setting-over,
transfer and  conveyance  to the Trustee,  without  recourse (but subject to the
Company's  covenants,   representations  and  warranties  specifically  provided
herein),  of all of the Company's  obligations  and all of the Company's  right,
title and interest in, to and under,  whether now existing or hereafter acquired
as owner of the Mortgage  Loan with respect to all money,  securities,  security
entitlements,    accounts,   general   intangibles,    instruments,   documents,
certificates of deposit,  commodities  contracts,  and other investment property
and other property of whatever kind or  description  consisting of, arising from
or related to (i) the Assigned Contracts,  (ii) all rights,  powers and remedies
of the Company as owner of such Mortgage  Loan under or in  connection  with the
Assigned Contracts,  whether arising under the terms of such Assigned Contracts,
by statute,  at law or in equity, or otherwise arising out of any default by the
Mortgagor  under or in  connection  with the Assigned  Contracts,  including all
rights  to  exercise  any  election  or  option  or  to  make  any  decision  or
determination  or to give or receive  any  notice,  consent,  approval or waiver
thereunder,  (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged  Amounts and all money,  securities,  security
entitlements,    accounts,   general   intangibles,    instruments,   documents,
certificates of deposit,  commodities  contracts,  and other investment property
and other  property of whatever  kind or  description  and all cash and non-cash
proceeds of the sale,  exchange,  or redemption  of, and all stock or conversion
rights,  rights  to  subscribe,  liquidation  dividends  or  preferences,  stock
dividends,  rights to interest,  dividends,  earnings,  income,  rents,  issues,
profits, interest payments or other distributions of cash or other property that
is credited to the  Custodial  Account,  (iv) all  documents,  books and records
concerning the foregoing  (including  all computer  programs,  tapes,  disks and
related items containing any such  information)  and (v) all insurance  proceeds
(including  proceeds  from the  Federal  Deposit  Insurance  Corporation  or the
Securities  Investor  Protection  Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion,  voluntary or involuntary,  of any thereof.  The
foregoing transfer,  sale,  assignment and conveyance does not constitute and is
not intended to result in the creation,  or an assumption by the Trustee, of any
obligation of the Company,  or any other person in  connection  with the Pledged
Assets or under any  agreement or  instrument  relating  thereto,  including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.

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

        The Trustee  acknowledges  receipt (or,  with respect to Mortgage  Loans
subject  to  a  Custodial  Agreement,   and  based  solely  upon  a  receipt  or
certification executed by the Custodian,  receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(I)(i)  and Section  2.01(b)(II)(i),  (iii),  (v),  (vi) and (viii) above
(except that for purposes of such  acknowledgment  only, a Mortgage  Note may be
endorsed in blank) and declares that it, or a Custodian as its agent,  holds and
will hold such  documents  and the other  documents  constituting  a part of the
Mortgage Files  delivered to it, or a Custodian as its agent,  and the rights of
Residential  Funding with respect to any Pledged Assets,  Additional  Collateral
and the Surety Bond  assigned to the Trustee  pursuant to Section 2.01, in trust
for the use and  benefit  of all  present  and  future  Certificateholders.  The
Trustee or  Custodian  (such  Custodian  being so  obligated  under a  Custodial
Agreement)  agrees,  for the  benefit  of  Certificateholders,  to  review  each
Mortgage File  delivered to it pursuant to Section  2.01(b) within 45 days after
the Closing Date to ascertain that all required  documents  (specifically as set
forth in Section 2.01(b)), have been executed and received,


                                              36

<PAGE>



and that such documents  relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to
the Trustee a certificate (the "Interim  Certification")  to the effect that all
documents  required to be delivered  pursuant to Section 2.01(b) above have been
executed  and  received and that such  documents  relate to the  Mortgage  Loans
identified on the Mortgage Loan Schedule,  except for any  exceptions  listed on
Schedule A attached to such Interim Certification. Upon delivery of the Mortgage
Files by the  Company or the Master  Servicer,  the  Trustee  shall  acknowledge
receipt (or, with respect to Mortgage  Loans  subject to a Custodial  Agreement,
and based  solely upon a receipt or  certification  executed  by the  Custodian,
receipt by the respective  Custodian as the duly appointed agent of the Trustee)
of the documents referred to in Section 2.01(c) above.

        If  the  Custodian,  as the  Trustee's  agent,  finds  any  document  or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master  Servicer and the Company.  Pursuant
to Section 2.3 of the Custodial Agreement,  the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage  File held by it in respect of the items  reviewed by
it pursuant to the Custodial  Agreement.  If such omission or defect  materially
and  adversely  affects  the  interests  of the  Certificateholders,  the Master
Servicer  shall  promptly  notify  the  related  Subservicer  or  Seller of such
omission or defect and request that such  Subservicer  or Seller correct or cure
such  omission or defect  within 60 days from the date the Master  Servicer  was
notified of such omission or defect and, if such  Subservicer or Seller does not
correct  or  cure  such  omission  or  defect  within  such  period,  that  such
Subservicer  or Seller  purchase  such  Mortgage Loan from the Trust Fund at its
Purchase  Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was  discovered.  The  Purchase  Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited  or caused to be  deposited  by the Master  Servicer in the  Custodial
Account  maintained  by it pursuant  to Section  3.07 and,  upon  receipt by the
Trustee of written  notification of such deposit signed by a Servicing  Officer,
the Trustee or any  Custodian,  as the case may be, shall  release to the Master
Servicer the related  Mortgage  File and the Trustee  shall  execute and deliver
such instruments of transfer or assignment  prepared by the Master Servicer,  in
each case without  recourse,  as shall be necessary to vest in the Seller or its
designee or the  Subservicer  or its designee,  as the case may be, any Mortgage
Loan released  pursuant  hereto and  thereafter  such Mortgage Loan shall not be
part of the Trust Fund. In furtherance of the foregoing,  if the  Subservicer or
Seller  that  repurchases  the  Mortgage  Loan is not a  member  of MERS and the
Mortgage is registered on the MERS(R) System,  the Master  Servicer,  at its own
expense and without any right of reimbursement,  shall cause MERS to execute and
deliver an  assignment  of the  Mortgage  in  recordable  form to  transfer  the
Mortgage from MERS to such  Subservicer  or Seller and shall cause such Mortgage
to be removed from  registration  on the MERS(R) System in accordance with MERS'
rules and  regulations.  It is understood  and agreed that the obligation of the
Seller  or the  Subservicer,  as the case  may be,  to so cure or  purchase  any
Mortgage  Loan as to which a material  and  adverse  defect in or  omission of a
constituent  document  exists shall  constitute the sole remedy  respecting such
defect or omission available to  Certificateholders  or the Trustee on behalf of
the Certificateholders.



                                              37

<PAGE>



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

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

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

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

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

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

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

                      (vi) The  Master  Servicer  will  comply  in all  material
               respects in the performance of this Agreement with all reasonable
               rules  and  requirements  of each  insurer  under  each  Required
               Insurance Policy;

                      (vii) No information, certificate of an officer, statement
               furnished  in writing or report  delivered  to the  Company,  any
               Affiliate  of the Company or the  Trustee by the Master  Servicer
               will, to the knowledge of the Master Servicer, contain


                                              38

<PAGE>



               any untrue  statement of a material  fact or omit a material fact
               necessary  to make the  information,  certificate,  statement  or
               report not misleading;

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

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

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

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

        (b)  Representations  and warranties  relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.

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

        The Company,  as assignee of  Residential  Funding under the  Assignment
Agreement,  hereby assigns to the Trustee for the benefit of  Certificateholders
all of its right, title and interest in respect of the Assignment  Agreement and
each Seller's  Agreement (to the extent assigned to the Company  pursuant to the
Assignment  Agreement)  applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or the Company's  rights under such Seller's  Agreement  relate to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies  provided  thereunder  for any
breach of such  representations  and warranties,  such right, title and interest
may be  enforced  by the  Master  Servicer  on  behalf  of the  Trustee  and the
Certificateholders.  Upon the discovery by the Company, the Master Servicer, the
Trustee or any


                                              39

<PAGE>



Custodian of a breach of any of the  representations  and  warranties  made in a
Seller's  Agreement  that have been  assigned  to the  Trustee  pursuant to this
Section 2.04 or of a breach of any of the representations and warranties made in
the Assignment  Agreement (which, for purposes hereof, will be deemed to include
any other cause  giving rise to a  repurchase  obligation  under the  Assignment
Agreement)  in  respect of any  Mortgage  Loan which  materially  and  adversely
affects the interests of the Certificateholders in such Mortgage Loan, the party
discovering  such breach shall give prompt  written  notice to the other parties
(any  Custodian  being so  obligated  under a Custodial  Agreement).  The Master
Servicer shall promptly notify the related Seller or Residential Funding, as the
case may be, of such breach and request that such Seller or Residential Funding,
as the case may be, either (i) cure such breach in all material  respects within
90 days from the date the Master  Servicer  was  notified of such breach or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section  2.02;  provided  that in the case of a breach under
the Assignment Agreement Residential Funding shall have the option to substitute
a Qualified  Substitute  Mortgage  Loan or Loans for such  Mortgage Loan if such
substitution  occurs within two years following the Closing Date;  provided that
if the  breach  would  cause the  Mortgage  Loan to be other  than a  "qualified
mortgage"  as  defined  in  Section  860G(a)(3)  of the  Code,  any  such  cure,
repurchase  or  substitution  must occur within 90 days from the date the breach
was  discovered.  In the event that  Residential  Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04,  Residential  Funding shall deliver to the Trustee for the
benefit of the  Certificateholders  with  respect to such  Qualified  Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage,  an Assignment
of the Mortgage in recordable  form if required  pursuant to Section  2.01,  and
such other  documents and  agreements as are required by Section 2.01,  with the
Mortgage Note endorsed as required by Section 2.01. No substitution will be made
in any  calendar  month after the  Determination  Date for such  month.  Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution  shall not be part of the Trust  Fund and will be  retained  by the
Master  Servicer and remitted by the Master  Servicer to Residential  Funding on
the  next  succeeding   Distribution   Date.  For  the  month  of  substitution,
distributions to the Certificateholders  will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter  Residential Funding shall
be entitled to retain all amounts  received in respect of such Deleted  Mortgage
Loan.  The Master  Servicer shall amend or cause to be amended the Mortgage Loan
Schedule,  and, if the Deleted  Mortgage Loan was a Discount  Mortgage Loan, the
Schedule of Discount  Fractions,  for the benefit of the  Certificateholders  to
reflect the removal of such Deleted  Mortgage Loan and the  substitution  of the
Qualified  Substitute  Mortgage  Loan or Loans  and the  Master  Servicer  shall
deliver the amended  Mortgage Loan Schedule,  and, if the Deleted  Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this  Agreement  and the  related  Subservicing
Agreement in all respects,  the related  Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
insofar as Residential  Funding's rights in respect of such  representations and
warranties are assigned to the Company pursuant to the Assignment Agreement, and
the Company and the Master Servicer shall be deemed to have made with respect to
any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer  shall be obligated  to  repurchase  or  substitute  for any  Qualified
Substitute


                                              40

<PAGE>



Mortgage  Loan as to which a  Repurchase  Event (as  defined  in the  Assignment
Agreement) has occurred pursuant to Section 4 of the Assignment Agreement.

        In connection with the substitution of one or more Qualified  Substitute
Mortgage Loans for one or more Deleted  Mortgage Loans, the Master Servicer will
determine  the amount (if any) by which the aggregate  principal  balance of all
such Qualified  Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated  Principal  Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due  in  the  month  of   substitution   that  are  to  be  distributed  to  the
Certificateholders  in the month of  substitution).  Residential  Funding  shall
deposit the amount of such  shortfall  into the Custodial  Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice  in  writing  to the  Trustee  of  such  event,  which  notice  shall  be
accompanied by an Officers'  Certificate as to the calculation of such shortfall
and  (subject to Section  10.01(f))  by an Opinion of Counsel to the effect that
such  substitution will not cause (a) any federal tax to be imposed on the Trust
Fund,  including  without  limitation,  any federal  tax imposed on  "prohibited
transactions"  under Section  860F(a)(1) of the Code or on "contributions  after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC  to  fail  to  qualify  as  such  at any  time  that  any  Certificate  is
outstanding.

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

        Section       2.05 Execution and Authentication of Certificates/Issuance
                      of Certificates Evidencing Interests in REMIC I.

               As provided in Section 2.05 of the Series Supplement.


        Section       2.06  Conveyance  of  Uncertificated  REMIC I and REMIC II
                      Regular Interests; Acceptance by the Trustee.

               As provided in Section 2.06 of the Series Supplement.

        Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.

               As provided in Section 2.07 of the Series Supplement.




                                              41

<PAGE>



        Section 2.08 Purposes and Powers of the Trust.

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

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

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

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

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

        The trust is hereby  authorized to engage in the  foregoing  activities.
Notwithstanding  the provisions of Section 11.01,  the trust shall not engage in
any  activity  other  than in  connection  with the  foregoing  or other than as
required or authorized by the terms of this Agreement  while any  Certificate is
outstanding,  and this Section  2.08 may not be amended,  without the consent of
the  Certificateholders  evidencing a majority of the aggregate Voting Rights of
the Certificates.

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

        Section 3.01  Master Servicer to Act as Servicer.

        (a) The Master  Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and 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


                                              42

<PAGE>



Loans and with respect to the Mortgaged Properties.  The Master Servicer further
is authorized and empowered by the Trustee, on behalf of the  Certificateholders
and the  Trustee,  in its own name or in the name of the  Subservicer,  when the
Master  Servicer  or the  Subservicer,  as  the  case  may  be,  believes  it is
appropriate  in its best  judgment to register any Mortgage  Loan on the MERS(R)
System,  or cause the removal from the  registration of any Mortgage Loan on the
MERS(R)  System,  to  execute  and  deliver,  on behalf of the  Trustee  and the
Certificateholders  or any of them,  any and all  instruments  of assignment and
other comparable instruments with respect to such assignment or re- recording of
a  Mortgage  in the name of MERS,  solely as  nominee  for the  Trustee  and its
successors  and assigns.  Any expenses  incurred in connection  with the actions
described in the  preceding  sentence  shall be borne by the Master  Servicer in
accordance with Section 3.16(c), with no right of reimbursement;  provided, that
if, as a result of MERS discontinuing or becoming unable to continue  operations
in connection with the MERS System,  it becomes necessary to remove any Mortgage
Loan from  registration  on the MERS System and to arrange for the assignment of
the  related  Mortgages  to the  Trustee,  then any  related  expenses  shall be
reimbursable to the Master Servicer.  Notwithstanding the foregoing,  subject to
Section  3.07(a),  the Master  Servicer shall not permit any  modification  with
respect to any  Mortgage  Loan that would both  constitute a sale or exchange of
such  Mortgage  Loan  within the  meaning  of  Section  1001 of the Code and any
proposed,  temporary or final regulations  promulgated thereunder (other than in
connection  with a proposed  conveyance or assumption of such Mortgage Loan that
is treated as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof)
and cause any REMIC formed under the Series  Supplement  to fail to qualify as a
REMIC under the Code.  The Trustee  shall  furnish the Master  Servicer with any
powers of attorney and other  documents  necessary or  appropriate to enable the
Master Servicer to service and administer the Mortgage Loans.  The Trustee shall
not be liable for any action  taken by the Master  Servicer  or any  Subservicer
pursuant  to such  powers  of  attorney.  In  servicing  and  administering  any
Nonsubserviced  Mortgage  Loan,  the Master  Servicer  shall,  to the extent not
inconsistent  with this  Agreement,  comply with the Program Guide as if it were
the  originator of such Mortgage Loan and had retained the servicing  rights and
obligations in respect thereof.  In connection with servicing and  administering
the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer
(i) may perform services such as appraisals and brokerage  services that are not
customarily  provided by servicers of mortgage  loans,  and shall be entitled to
reasonable  compensation  therefor in 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.



                                              43

<PAGE>



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

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

        (b) As part of its servicing activities hereunder,  the Master Servicer,
for the benefit of the Trustee  and the  Certificateholders,  shall use its best
reasonable  efforts to enforce the  obligations  of each  Subservicer  under the
related  Subservicing  Agreement  and of each Seller under the related  Seller's
Agreement  insofar as the Company's  rights with respect to such  obligation has
been assigned to the Trustee hereunder,  to the extent that the  non-performance
of any such Seller's  obligation  would have a material and adverse  effect on a
Mortgage  Loan,  including,  without  limitation,  the  obligation to purchase a
Mortgage  Loan on account of  defective  documentation,  as described in Section
2.02, or on account of a breach of a representation or warranty, as described in
Section  2.04.  Such  enforcement,  including,  without  limitation,  the  legal
prosecution  of claims,  termination  of  Subservicing  Agreements  or  Seller's
Agreements, as appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer would employ in its good faith  business  judgment and which are normal
and usual in its general  mortgage  servicing  activities.  The Master  Servicer
shall  pay the  costs  of such  enforcement  at its own  expense,  and  shall be
reimbursed  therefor  only (i)  from a  general  recovery  resulting  from  such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific  recovery of costs,
expenses or attorneys  fees against the party against whom such  enforcement  is
directed.  For  purposes  of  clarification  only,  the  parties  agree that the
foregoing is not intended to, and does not, limit the ability of the Master


                                              44

<PAGE>



Servicer to be reimbursed for expenses that are incurred in connection  with the
enforcement  of a Seller's  obligations  (insofar as the  Company's  rights with
respect  to  such  Seller's  obligations  have  been  assigned  to  the  Trustee
hereunder) and are reimbursable pursuant to Section 3.10(a)(viii).

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

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

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

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

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

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


                                              45

<PAGE>



          Section 3.06 Assumption or Termination of  Subservicing  Agreements by
               Trustee.

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

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

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

        (a) The Master  Servicer  shall make  reasonable  efforts to collect all
payments  called for under the terms and provisions of the Mortgage  Loans,  and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary  Insurance  Policy,  follow such
collection procedures as it would employ in its good faith business judgment and
which  are  normal  and  usual in its  general  mortgage  servicing  activities.
Consistent  with the  foregoing,  the Master  Servicer may in its discretion (i)
waive any late payment  charge or any prepayment  charge or penalty  interest in
connection  with the  prepayment of a Mortgage Loan and (ii) extend the Due Date
for  payments  due on a Mortgage  Loan in  accordance  with the  Program  Guide;
provided,  however, that the Master Servicer shall first determine that any such
waiver  or  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


                                              46

<PAGE>



Mortgage  Loan is in default or, in the  judgment of the Master  Servicer,  such
default  is  reasonably  foreseeable;   and  provided,  further,  that  no  such
modification  shall reduce the interest rate on a Mortgage Loan below the sum of
the Pool Strip Rate and the sum of the rates at which the  Servicing Fee and the
Subservicing Fee with respect to such Mortgage Loan accrues.  In connection with
any  Curtailment  of a Mortgage  Loan,  the Master  Servicer,  to the extent not
inconsistent with the terms of the Mortgage Note and local law and practice, may
permit the  Mortgage  Loan to be  reamortized  such that the Monthly  Payment is
recalculated  as an  amount  that  will  fully  amortize  the  remaining  Stated
Principal  Balance  thereof by the original  Maturity Date based on the original
Mortgage Rate; provided,  that such re-amortization shall not be permitted if it
would  constitute  a  reissuance  of the  Mortgage  Loan for federal  income tax
purposes,  except if such reissuance is described in Treasury Regulation Section
1.860G-2(b)(3).

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

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

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

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

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

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

                    (vi) All amounts transferred from the Certificate Account to
               the Custodial Account in accordance with Section 4.02(a);

                    (vii) Any amounts  realized by the  Subservicer and received
               by the Master  Servicer in respect of any Additional  Collateral;
               and



                                              47

<PAGE>



                    (viii)  Any  amounts  received  by the  Master  Servicer  in
               respect of Pledged Assets.

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

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

        (c) The  Master  Servicer  shall  use its  best  efforts  to  cause  the
institution  maintaining  the  Custodial  Account  to  invest  the  funds in the
Custodial  Account  attributable to the Mortgage Loans in Permitted  Investments
which shall  mature not later than the  Certificate  Account  Deposit  Date next
following the date of such investment (with the exception of the Amount Held for
Future  Distribution)  and which shall not be sold or disposed of prior to their
maturities.  All income and gain realized from any such investment  shall be for
the benefit of the Master  Servicer as  additional  servicing  compensation  and
shall be subject to its withdrawal or order from time to time. The amount of any
losses  incurred  in  respect  of  any  such  investments  attributable  to  the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial  Account by the Master  Servicer out of its own funds  immediately  as
realized without any right of reimbursement.

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

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

        (a) In those  cases where a  Subservicer  is  servicing a Mortgage  Loan
pursuant  to a  Subservicing  Agreement,  the Master  Servicer  shall  cause the
Subservicer,  pursuant to the Subservicing  Agreement, to establish and maintain
one or more Subservicing Accounts which shall


                                              48

<PAGE>



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

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

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


                                              49

<PAGE>



Mortgagors  any sums as may be  determined to be overages,  to pay interest,  if
required,  to Mortgagors  on balances in the  Servicing  Account or to clear and
terminate  the  Servicing  Account  at the  termination  of  this  Agreement  in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing  duties,  the Master Servicer shall,  and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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

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

        Section 3.10  Permitted Withdrawals from the Custodial Account.

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

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

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


                                              50

<PAGE>




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

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

                      (v) to pay to itself as additional servicing  compensation
               any Foreclosure  Profits, any amounts remitted by Subservicers as
               interest in respect of Curtailments  pursuant to Section 3.08(b),
               and  any  amounts  paid  by a  Mortgagor  in  connection  with  a
               Principal  Prepayment  in Full in  respect  of  interest  for any
               period  during  the  calendar   month  in  which  such  Principal
               Prepayment    in   Full   is   to   be    distributed    to   the
               Certificateholders;

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

                      (vii) to reimburse  itself or the related  Subservicer for
               any  Nonrecoverable  Advance or Advances in the manner and to the
               extent  provided in  subsection  (c) below,  any Advance  made in
               connection  with a  modification  of a  Mortgage  Loan that is in
               default or, in the  judgment of the Master  Servicer,  default is
               reasonably foreseeable pursuant to Section 3.07(a), to the extent
               the  amount  of the  Advance  has been  added to the  outstanding
               principal   balance  of  the  Mortgage   Loan,   or  any  Advance
               reimbursable to the Master Servicer pursuant to Section 4.02(a);

                      (viii) to  reimburse  itself or the Company  for  expenses
               incurred by and  reimbursable  to it or the  Company  pursuant to
               Sections 3.01(a),  3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise,
               or  in  connection  with  enforcing,   in  accordance  with  this
               Agreement,   any  repurchase,   substitution  or  indemnification
               obligation of any Seller (other than an Affiliate of the Company)
               pursuant to the related Seller's Agreement;



                                              51

<PAGE>



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

                      (x) to  withdraw  any amount  deposited  in the  Custodial
               Account that was not required to be deposited therein pursuant to
               Section 3.07.

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

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

          Section  3.11   Maintenance   of  the  Primary   Insurance   Policies;
               Collections Thereunder.

        (a) The Master  Servicer  shall not take, or permit any  Subservicer  to
take, any action which would result in non-coverage under any applicable Primary
Insurance  Policy of any loss which,  but for the actions of the Master Servicer
or Subservicer,  would have been covered  thereunder.  To the extent coverage is
available,  the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary  Insurance  Policy until the  principal  balance of the
related Mortgage Loan secured by a Mortgaged  Property is reduced to 80% or less
of  the  Appraised  Value  in  the  case  of  such  a  Mortgage  Loan  having  a
Loan-to-Value  Ratio at origination in excess of 80%, provided that such Primary
Insurance  Policy  was in  place as of the  Cut-off  Date  and the  Company  had
knowledge  of such  Primary  Insurance  Policy.  The  Master  Servicer  shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced  below an  amount  equal to 80% of the  appraised  value of the  related
Mortgaged  Property as  determined  in any  appraisal  thereof after the Closing
Date,  or if the  Loan-to-Value  Ratio  is  reduced  below  80% as a  result  of
principal  payments on the Mortgage  Loan after the Closing  Date.  In the event
that the Company  gains  knowledge  that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary  Insurance  Policy (and was not  included in any  exception  to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value  Ratio in excess  of 80% then the  Master  Servicer  shall use its
reasonable  efforts to obtain and  maintain  a Primary  Insurance  Policy to the
extent  that such a policy is  obtainable  at a  reasonable  price.  The  Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy


                                              52

<PAGE>



applicable to a  Nonsubserviced  Mortgage  Loan,  or consent to any  Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage  Loan  subserviced  by it, that is in effect at the date of the initial
issuance  of the  Certificates  and is  required  to be kept in force  hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose  claims-paying  ability is acceptable
to each Rating  Agency for mortgage  pass-through  certificates  having a rating
equal to or better  than the  lower of the  then-current  rating  or the  rating
assigned to the Certificates as of the Closing Date by such Rating Agency.

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

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

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


                                              53

<PAGE>



designated  special  flood hazard area,  the Master  Servicer  shall cause flood
insurance (to the extent  available) to be maintained in respect  thereof.  Such
flood  insurance  shall be in an amount  equal to the  lesser of (i) the  amount
required to  compensate  for any loss or damage to the  Mortgaged  Property on a
replacement  cost basis and (ii) the maximum amount of such insurance  available
for the related  Mortgaged  Property under the national flood insurance  program
(assuming  that  the  area in  which  such  Mortgaged  Property  is  located  is
participating in such program).

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

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

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

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

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


                                              54

<PAGE>




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

        (b) Subject to the Master  Servicer's  duty to enforce  any  due-on-sale
clause  to the  extent  set  forth in  Section  3.13(a),  in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an  assumption or  modification  agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee,  or if an
instrument of release signed by the Trustee is required  releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized,  subject
to the requirements of the sentence next following,  to execute and deliver,  on
behalf of the  Trustee,  the  assumption  agreement  with the Person to whom the
Mortgaged  Property  is  to be  conveyed  and  such  modification  agreement  or
supplement  to the  Mortgage  Note  or  Mortgage  or  other  instruments  as are
reasonable  or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any  applicable  laws  regarding  assumptions or the
transfer of the Mortgaged Property to such Person;  provided,  however,  none of
such terms and requirements  shall either (i) both (A) constitute a "significant
modification"  effecting an exchange or  reissuance  of such Mortgage Loan under
the REMIC  Provisions  and (B) cause any portion of any REMIC  formed  under the
Series  Supplement  to fail to qualify as a REMIC  under the Code or (subject to
Section  10.01(f)),   result  in  the  imposition  of  any  tax  on  "prohibited
transactions" or (ii) constitute  "contributions"  after the start-up date under
the REMIC  Provisions.  The Master  Servicer  shall  execute  and  deliver  such
documents only if it reasonably  determines  that (i) its execution and delivery
thereof will not conflict  with or violate any terms of this  Agreement or cause
the unpaid  balance and interest on the  Mortgage  Loan to be  uncollectible  in
whole or in part,  (ii) any  required  consents of insurers  under any  Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction  involving  the  assumption  or transfer (A) the Mortgage  Loan will
continue  to be secured by a first  mortgage  lien  pursuant to the terms of the
Mortgage,  (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies,  (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest  rate on the  Mortgage  Loan) will be altered  nor will the term of the
Mortgage  Loan be  changed  and (E) if the  seller/transferor  of the  Mortgaged
Property is to be released  from  liability on the Mortgage  Loan,  such release
will  not  (based  on  the  Master   Servicer's  or  Subservicer's   good  faith
determination)  adversely affect the  collectability  of the Mortgage Loan. Upon
receipt of appropriate  instructions from the Master Servicer in accordance with
the  foregoing,  the Trustee shall execute any  necessary  instruments  for such
assumption  or  substitution  of  liability as directed in writing by the Master
Servicer.  Upon the closing of the transactions  contemplated by such documents,
the Master  Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage  Note or Mortgage to be  delivered to the Trustee or the  Custodian
and deposited  with the Mortgage File for such Mortgage  Loan. Any fee collected
by the  Master  Servicer  or  such  related  Subservicer  for  entering  into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.



                                              55

<PAGE>



        (c) The Master Servicer or the related Subservicer,  as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property,  the granting of an easement thereon in favor of
another Person,  any alteration or demolition of the related Mortgaged  Property
(or,  with respect to a Cooperative  Loan,  the related  Cooperative  Apartment)
without  any  right  of  reimbursement  or  other  similar  matters  if  it  has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related  Mortgage Loan, that the security for,
and the timely  and full  collectability  of,  such  Mortgage  Loan would not be
adversely  affected  thereby and that any portion of any REMIC  formed under the
Series  Supplement  would not fail to  continue  to qualify as a REMIC under the
Code as a result  thereof  and  (subject  to  Section  10.01(f))  that no tax on
"prohibited  transactions"  or  "contributions"  after the  startup day would be
imposed on any such REMIC as a result  thereof.  Any fee collected by the Master
Servicer  or the  related  Subservicer  for  processing  such a request  will be
retained by the Master  Servicer or such  Subservicer  as  additional  servicing
compensation.

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

        Section 3.14  Realization Upon Defaulted Mortgage Loans.

        (a) The Master  Servicer shall  foreclose  upon or otherwise  comparably
convert  (which may include an REO  Acquisition)  the  ownership  of  properties
securing such of the Mortgage  Loans as come into and continue in default and as
to which no satisfactory  arrangements  can be made for collection of delinquent
payments  pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and  procedures as it shall deem  necessary or advisable,  as shall be
normal and usual in its general  mortgage  servicing  activities and as shall be
required or permitted by the Program  Guide;  provided that the Master  Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection  with any such  foreclosure  or other  conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer,  however,
shall not be  required  to  expend  its own  funds or incur  other  reimbursable
charges in connection with any foreclosure,  or attempted  foreclosure  which is
not  completed,  or towards  the  restoration  of any  property  unless it shall
determine  (i) that  such  restoration  and/or  foreclosure  will  increase  the
proceeds of liquidation of the Mortgage Loan to Holders of  Certificates  of one
or more Classes after  reimbursement  to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through


                                              56

<PAGE>



Liquidation  Proceeds,  Insurance Proceeds, or REO Proceeds (respecting which it
shall have  priority  for purposes of  withdrawals  from the  Custodial  Account
pursuant to Section 3.10,  whether or not such expenses and charges are actually
recoverable  from  related  Liquidation  Proceeds,  Insurance  Proceeds  or  REO
Proceeds).  In the event of such a determination by the Master Servicer pursuant
to this Section 3.14(a),  the Master Servicer shall be entitled to reimbursement
of such amounts pursuant to Section 3.10.

        In addition to the  foregoing,  the Master  Servicer  shall use its best
reasonable  efforts to realize upon any  Additional  Collateral  for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory  arrangements can be made for collection of delinquent  payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition  thereof or otherwise;  and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner  that would  impair the  ability to recover  against  the  related
Mortgaged  Property,  and (ii) the Master  Servicer  shall  proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional  Collateral  against amounts owed under the defaulted  Mortgage Loan.
Any proceeds realized from such Additional  Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the  Master  Servicer  would  follow in  servicing  loans  held for its own
account,  subject  to the terms  and  conditions  of the  related  Mortgage  and
Mortgage  Note  and to the  terms  and  conditions  of any  security  agreement,
guarantee  agreement,  mortgage or other agreement  governing the disposition of
the proceeds of such Additional  Collateral) shall be deposited in the Custodial
Account,  subject to  withdrawal  pursuant to Section  3.10.  Any other  payment
received by the Master Servicer in respect of such Additional  Collateral  shall
be deposited in the Custodial Account subject to withdrawal  pursuant to Section
3.10.

        For so long as the  Master  Servicer  is the Master  Servicer  under the
Credit  Support  Pledge  Agreement,   the  Master  Servicer  shall  perform  its
obligations  under the Credit Support Pledge  Agreement in accordance  with such
Agreement   and  in  a   manner   that  is  in  the   best   interests   of  the
Certificateholders.  Further,  the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged  Assets for such of the Pledged  Asset Loans
as  come  into  and  continue  in  default  and  as  to  which  no  satisfactory
arrangements  can be made for  collection  of  delinquent  payments  pursuant to
Section  3.07;  provided  that the Master  Servicer  shall not, on behalf of the
Trustee,  obtain title to any such  Pledged  Assets as a result of or in lieu of
the disposition  thereof or otherwise;  and provided further that (i) the Master
Servicer  shall not proceed with  respect to such  Pledged  Assets in any manner
that would impair the ability to recover against the related Mortgaged Property,
and (ii) the Master  Servicer shall proceed with any REO Acquisition in a manner
that  preserves the ability to apply the proceeds of such Pledged Assets against
amounts owed under the defaulted  Mortgage Loan. Any proceeds realized from such
Pledged  Assets  (other  than  amounts to be released  to the  Mortgagor  or the
related  guarantor in accordance  with procedures that the Master Servicer would
follow in  servicing  loans held for its own  account,  subject to the terms and
conditions  of the  related  Mortgage  and  Mortgage  Note and to the  terms and
conditions of any security  agreement,  guarantee  agreement,  mortgage or other
agreement  governing  the  disposition  of the proceeds of such Pledged  Assets)
shall be deposited in the Custodial Account,  subject to withdrawal  pursuant to
Section 3.10.  Any other payment  received by the Master  Servicer in respect of
such  Pledged  Assets shall be deposited  in the  Custodial  Account  subject to
withdrawal pursuant to Section 3.10.


                                              57

<PAGE>



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

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

        (c) If the  Trust  Fund  acquires  any  REO  Property  as  aforesaid  or
otherwise in connection  with a default or imminent  default on a Mortgage Loan,
the  Master  Servicer  on behalf of the Trust  Fund  shall  dispose  of such REO
Property as soon as practicable,  giving due  consideration  to the interests of
the  Certificateholders,  but in all cases  within  three full  years  after the
taxable  year of its  acquisition  by the Trust  Fund for  purposes  of  Section
860G(a)(8)  of the  Code (or  such  shorter  period  as may be  necessary  under
applicable  state (including any state in which such property is located) law to
maintain  the  status of any  portion  of any  REMIC  formed  under  the  Series
Supplement as a


                                              58

<PAGE>



REMIC under  applicable  state law and avoid taxes  resulting from such property
failing  to be  foreclosure  property  under  applicable  state  law) or, at the
expense of the Trust  Fund,  request,  more than 60 days before the day on which
such grace  period  would  otherwise  expire,  an extension of such grace period
unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel,  addressed to the Trustee and the Master Servicer, to the
effect that the  holding by the Trust Fund of such REO  Property  subsequent  to
such  period  will  not  result  in  the  imposition  of  taxes  on  "prohibited
transactions"  as defined in Section  860F of the Code or cause any REMIC formed
under the Series  Supplement  to fail to qualify as a REMIC (for federal (or any
applicable   State  or  local)  income  tax  purposes)  at  any  time  that  any
Certificates are outstanding,  in which case the Trust Fund may continue to hold
such REO  Property  (subject  to any  conditions  contained  in such  Opinion of
Counsel).  The Master  Servicer  shall be  entitled  to be  reimbursed  from the
Custodial  Account for any costs  incurred in obtaining such Opinion of Counsel,
as  provided  in  Section  3.10.  Notwithstanding  any other  provision  of this
Agreement,  no REO  Property  acquired  by the Trust  Fund  shall be rented  (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or  pursuant  to any terms  that  would (i) cause such REO
Property  to fail to qualify as  "foreclosure  property"  within the  meaning of
Section  860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition
of any  federal  income  taxes on the  income  earned  from  such REO  Property,
including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master  Servicer has agreed to indemnify  and hold  harmless the Trust Fund with
respect to the imposition of any such taxes.

        (d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation  Proceeds,  Insurance
Proceeds or REO Proceeds,  will be applied in the  following  order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section  3.10(a)(ii);  second, to the  Certificateholders  to the extent of
accrued and unpaid  interest on the Mortgage  Loan,  and any related REO Imputed
Interest,  at the Net Mortgage  Rate (or the  Modified Net Mortgage  Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property);  fourth,  to all
Servicing Fees and Subservicing  Fees payable therefrom (and the Master Servicer
and the Subservicer  shall have no claims for any  deficiencies  with respect to
such fees which result from the foregoing allocation); and fifth, to Foreclosure
Profits.

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



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<PAGE>



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

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

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

        (c) The Trustee or the Master  Servicer on the  Trustee's  behalf  shall
execute and deliver to the Master Servicer,  if necessary,  any court pleadings,
requests for trustee's sale or other  documents  necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any


                                              60

<PAGE>



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.

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

        (e)  Notwithstanding any other provision herein, the amount of servicing
compensation  that the Master  Servicer  shall be  entitled  to receive  for its
activities  hereunder for the period ending on each  Distribution  Date shall be
reduced  (but not below zero) by an amount  equal to  Compensating  Interest (if
any) for such  Distribution  Date.  Such reduction  shall be applied during such
period as follows:  first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section  3.10(a)(iii) and second, to any
income or gain  realized  from any  investment  of funds  held in the  Custodial
Account or the Certificate Account to which the Master Servicer is


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<PAGE>



entitled pursuant to Sections 3.07(c) or 4.01(b),  respectively.  In making such
reduction,  the Master Servicer (i) will not withdraw from the Custodial Account
any such amount  representing  all or a portion of the Servicing Fee to which it
is entitled pursuant to Section 3.10(a)(iii) and (ii) will not withdraw from the
Custodial Account or Certificate Account any such amount to which it is entitled
pursuant to Section 3.07(c) or 4.01(b).

        Section 3.17 Reports to the Trustee and the Company.

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

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

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

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

        On or before  March 31 of each year,  beginning  with the first March 31
that occurs at least six months after the Cut-off Date,  the Master  Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants,  to furnish a
report to the Company and the Trustee  stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established  by the  American  Institute of Certified  Public  Accountants,  the
assertions made pursuant


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

        Section 3.20 Rights of the Company in Respect of the Master Servicer.

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

        Section 3.21  Administration of Buydown Funds.
                      -------------------------------

        (a) With  respect to any Buydown  Mortgage  Loan,  the  Subservicer  has
deposited  Buydown  Funds in an account that  satisfies the  requirements  for a
Subservicing  Account (the "Buydown  Account").  The Master Servicer shall cause
the  Subservicing  Agreement to require that upon receipt from the  Mortgagor of
the amount due on a Due Date for each Buydown  Mortgage  Loan,  the  Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the  amount  due on such date from the  Mortgagor,  equals  the full  Monthly
Payment  and  transmit  that  amount  in  accordance   with  the  terms  of  the
Subservicing  Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.

        (b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety  during  the period  (the  "Buydown  Period")  when  Buydown  Funds are
required to be applied to such Buydown  Mortgage Loan, the Subservicer  shall be
required to  withdraw  from the  Buydown  Account  and remit any  Buydown  Funds
remaining  in the  Buydown  Account  in  accordance  with  the  related  buydown
agreement.  The amount of Buydown Funds which may be remitted in accordance with
the related  buydown  agreement may reduce the amount required to be paid by the
Mortgagor  to fully  prepay the related  Mortgage  Loan.  If the  Mortgagor on a
Buydown Mortgage Loan defaults on such


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<PAGE>



Mortgage Loan during the Buydown  Period and the property  securing such Buydown
Mortgage Loan is sold in the liquidation  thereof (either by the Master Servicer
or the insurer under any related  Primary  Insurance  Policy),  the  Subservicer
shall be  required to withdraw  from the Buydown  Account the Buydown  Funds for
such Buydown  Mortgage Loan still held in the Buydown Account and remit the same
to the  Master  Servicer  in  accordance  with  the  terms  of the  Subservicing
Agreement for deposit in the  Custodial  Account or, if instructed by the Master
Servicer,  pay to the insurer under any related Primary  Insurance Policy if the
Mortgaged  Property is  transferred to such insurer and such insurer pays all of
the loss incurred in respect of such default. Any amount so remitted pursuant to
the preceding  sentence will be deemed to reduce the amount owed on the Mortgage
Loan.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

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

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

        (b) The Trustee shall,  upon written  request from the Master  Servicer,
invest or cause the institution  maintaining  the Certificate  Account to invest
the funds in the Certificate Account in Permitted Investments  designated in the
name of the  Trustee  for the  benefit of the  Certificateholders,  which  shall
mature or be payable on demand not later than the  Business  Day next  preceding
the  Distribution  Date next following the date of such investment  (except that
(i) any  investment in the  institution  with which the  Certificate  Account is
maintained may mature or be payable on demand on such Distribution Date and (ii)
any other  investment  may mature or be  payable on demand on such  Distribution
Date  if the  Trustee  shall  advance  funds  on such  Distribution  Date to the
Certificate   Account  in  the  amount  payable  on  such   investment  on  such
Distribution  Date,  pending  receipt  thereof to the extent  necessary  to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment  shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses  incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds  immediately as realized without any
right of reimbursement.



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<PAGE>



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

        As provided in Section 4.02 of the Series Supplement.

        Section 4.03  Statements to Certificateholders.

        (a)  Concurrently  with each  distribution  charged  to the  Certificate
Account and with respect to each  Distribution  Date the Master  Servicer  shall
forward to the  Trustee  and the Trustee  shall  either  forward by mail or make
available to each Holder and the Company,  via the Trustee's internet website, a
statement  (and  at  its  option,  any  additional  files  containing  the  same
information in an alternative format) setting forth information as to each Class
of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two
or more Loan Groups,  each Loan Group, to the extent applicable.  This statement
will include the information  set forth in an exhibit to the Series  Supplement.
Such exhibit shall set forth the Trustee's  internet  website  address  together
with a phone number. The Trustee shall mail to each Holder that requests a paper
copy by telephone a paper copy via first class mail.  The Trustee may modify the
distribution  procedures set forth in this Section provided that such procedures
are no less  convenient  for the  Certificateholders.  The Trustee shall provide
prior   notification   to   the   Company,   the   Master   Servicer   and   the
Certificateholders  regarding  any such  modification.  In addition,  the Master
Servicer shall provide to any manager of a trust fund  consisting of some or all
of the Certificates,  upon reasonable request, such additional information as is
reasonably  obtainable by the Master  Servicer at no  additional  expense to the
Master Servicer.

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

        (c) Within a  reasonable  period of time after the end of each  calendar
year,  the Master  Servicer shall  prepare,  or cause to be prepared,  and shall
forward,  or cause to be  forwarded,  to each  Person who at any time during the
calendar year was the Holder of a Class R  Certificate,  a statement  containing
the applicable  distribution  information provided pursuant to this Section 4.03
aggregated  for such calendar year or applicable  portion  thereof  during which
such  Person was the Holder of a Class R  Certificate.  Such  obligation  of the
Master  Servicer  shall be deemed  to have been  satisfied  to the  extent  that
substantially  comparable  information  shall be provided by the Master Servicer
pursuant to any requirements of the Code.

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



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<PAGE>



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

        (a) Prior to the close of business on the Determination Date, the Master
Servicer  shall  furnish a written  statement  to the Trustee,  any  Certificate
Insurer,  any Paying Agent and the Company (the information in such statement to
be made  available  to  Certificateholders  by the Master  Servicer  on request)
setting  forth  (i) the  Available  Distribution  Amount  and (ii)  the  amounts
required to be  withdrawn  from the  Custodial  Account and  deposited  into the
Certificate  Account on the immediately  succeeding  Certificate Account Deposit
Date  pursuant to clause  (iii) of Section  4.01(a).  The  determination  by the
Master  Servicer of such  amounts  shall,  in the absence of obvious  error,  be
presumptively  deemed to be correct for all purposes  hereunder  and the Trustee
shall be protected in relying  upon the same  without any  independent  check or
verification.

        (b) On or before  2:00 P.M.  New York time on each  Certificate  Account
Deposit Date, the Master  Servicer  shall either (i) deposit in the  Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related  Distribution  Date,  which shall be in an aggregate amount equal to the
aggregate  amount of  Monthly  Payments  (with  each  interest  portion  thereof
adjusted to the Net  Mortgage  Rate),  less the amount of any related  Servicing
Modifications,  Debt Service  Reductions or reductions in the amount of interest
collectable  from the Mortgagor  pursuant to the  Soldiers'  and Sailors'  Civil
Relief Act of 1940, as amended,  or similar  legislation or regulations  then in
effect,  on the  Outstanding  Mortgage  Loans as of the related Due Date,  which
Monthly  Payments were  delinquent as of the close of business as of the related
Determination  Date;  provided  that no  Advance  shall be made if it would be a
Nonrecoverable  Advance,  (ii) withdraw from amounts on deposit in the Custodial
Account  and deposit in the  Certificate  Account all or a portion of the Amount
Held for Future  Distribution  in discharge of any such  Advance,  or (iii) make
advances in the form of any  combination of (i) and (ii)  aggregating the amount
of such Advance.  Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the  Certificate  Account
on or before 11:00 A.M. New York time on any future Certificate  Account Deposit
Date to the  extent  that  funds  attributable  to the  Mortgage  Loans that are
available in the  Custodial  Account for deposit in the  Certificate  Account on
such   Certificate   Account  Deposit  Date  shall  be  less  than  payments  to
Certificateholders  required to be made on the following  Distribution Date. The
Master  Servicer  shall be entitled to use any Advance made by a Subservicer  as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before  such  Distribution  Date as part of the  Advance  made by the  Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding  Advances on any Distribution  Date
shall be allocated to specific  Monthly Payments due but delinquent for previous
Due Periods,  which  allocation  shall be made,  to the extent  practicable,  to
Monthly Payments which have been delinquent for the longest period of time. Such
allocations  shall be  conclusive  for purposes of  reimbursement  to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.

        The   determination   by  the  Master   Servicer  that  it  has  made  a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable  Advance,  shall be evidenced by an Officers'  Certificate of the
Master Servicer delivered to the Company and the Trustee.



                                              66

<PAGE>



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

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

        Section 4.05  Allocation of Realized Losses.

        As provided in Section 4.05 of the Series Supplement.

          Section 4.06  Reports of  Foreclosures  and  Abandonment  of Mortgaged
               Property.

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

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

        As to any  Mortgage  Loan which is  delinquent  in payment by 90 days or
more, the Master  Servicer may, at its option,  purchase such Mortgage Loan from
the Trustee at the Purchase Price  therefor.  If at any time the Master Servicer
makes a payment to the Certificate  Account  covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer  provides to the Trustee
a  certification  signed by a Servicing  Officer stating that the amount of such
payment has been deposited in the  Certificate  Account,  then the Trustee shall
execute  the  assignment  of such  Mortgage  Loan at the  request  of the Master
Servicer without recourse to the Master Servicer, which shall succeed to all the
Trustee's  right,  title and  interest  in and to such  Mortgage  Loan,  and all
security and documents relative thereto.  Such assignment shall be an assignment
outright and not for  security.  The Master  Servicer  will  thereupon  own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.


                                              67

<PAGE>



        If,  however  the  Master  Servicer  shall have  exercised  its right to
repurchase  a Mortgage  Loan  pursuant  to this  Section  4.07 upon the  written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred  such  Mortgage  Loan to the  Junior  Certificateholder,  the Master
Servicer shall so notify the Trustee in writing.

        Section 4.08  Surety Bond.
                      -----------

        (a) If a Required Surety Payment is payable  pursuant to the Surety Bond
with respect to any Additional  Collateral  Loan,  the Master  Servicer shall so
notify the  Trustee as soon as  reasonably  practicable  and the  Trustee  shall
promptly  complete the notice in the form of Attachment 1 to the Surety Bond and
shall  promptly  submit  such  notice to the  Surety  as a claim for a  Required
Surety.  The Master Servicer shall upon request assist the Trustee in completing
such  notice and shall  provide  any  information  requested  by the  Trustee in
connection therewith.

        (b) Upon receipt of a Required  Surety Payment from the Surety on behalf
of the Holders of  Certificates,  the Trustee shall deposit such Required Surety
Payment in the  Certificate  Account and shall  distribute  such Required Surety
Payment,  or the proceeds thereof,  in accordance with the provisions of Section
4.02.

        (c) The Trustee shall (i) receive as  attorney-in-fact of each Holder of
a Certificate  any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.

                                    ARTICLE V

                                THE CERTIFICATES

        Section 5.01  The Certificates.

        (a) The  Senior,  Class M,  Class B and  Class R  Certificates  shall be
substantially  in the forms set forth in Exhibits  A, B, C and D,  respectively,
and shall,  on original  issue,  be executed and delivered by the Trustee to the
Certificate  Registrar for  authentication  and delivery to or upon the order of
the  Company  upon  receipt  by the  Trustee  or one or more  Custodians  of the
documents  specified in Section 2.01. The Certificates  shall be issuable in the
minimum  denominations  designated  in the  Preliminary  Statement to the Series
Supplement.

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


                                              68

<PAGE>



Certificate  has  been  duly   authenticated   and  delivered   hereunder.   All
Certificates shall be dated the date of their authentication.

        (b) Except as provided below,  registration  of Book-Entry  Certificates
may not be transferred by the Trustee except to another  Depository  that agrees
to hold such Certificates for the respective  Certificate  Owners with Ownership
Interests therein.  The Holders of the Book-Entry  Certificates shall hold their
respective  Ownership Interests in and to each of such Certificates  through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive  Certificates in respect of such Ownership  Interests.
All transfers by Certificate Owners of their respective  Ownership  Interests in
the  Book-Entry  Certificates  shall be made in accordance  with the  procedures
established by the Depository  Participant or brokerage firm  representing  such
Certificate  Owner.  Each  Depository  Participant  shall transfer the Ownership
Interests  only  in  the  Book-Entry   Certificates  of  Certificate  Owners  it
represents or of brokerage  firms for which it acts as agent in accordance  with
the Depository's normal procedures.

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

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



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<PAGE>



        (c) From time to time Residential  Funding, as the initial Holder of the
Class A-V  Certificates,  may exchange such Holder's Class A-V  Certificates for
Subclasses  of Class A-V  Certificates  to be issued  under  this  Agreement  by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will   represent  the   Uncertificated   Class  A-V  REMIC   Regular   Interests
corresponding  to the Class A-V  Certificates so surrendered  for exchange.  Any
Subclass so issued  shall bear a  numerical  designation  commencing  with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated  REMIC Regular Interest or Interests specified in writing by such
initial  Holder to the  Trustee.  The  Trustee  may  conclusively,  without  any
independent  verification,  rely on,  and  shall be  protected  in  relying  on,
Residential  Funding's  determinations  of the  Uncertificated  Class  A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial  Pass-Through  Rate on a Subclass  as set forth in such  Request for
Exchange and the Trustee  shall have no duty to determine if any  Uncertificated
Class  A-V  REMIC  Regular  Interest   designated  on  a  Request  for  Exchange
corresponds  to a Subclass which has  previously  been issued.  Each Subclass so
issued shall be  substantially  in the form set forth in Exhibit A and shall, on
original  issue,  be executed and  delivered  by the Trustee to the  Certificate
Registrar for  authentication  and delivery in accordance with Section  5.01(a).
Every  Certificate  presented or surrendered  for exchange by the initial Holder
shall (if so  required  by the  Trustee or the  Certificate  Registrar)  be duly
endorsed by, or be accompanied by a written  instrument of transfer  attached to
such  Certificate and shall be completed to the  satisfaction of the Trustee and
the  Certificate  Registrar  duly executed by, the initial Holder thereof or his
attorney duly authorized in writing.  The  Certificates of any Subclass of Class
A-V  Certificates  may be transferred  in whole,  but not in part, in accordance
with the provisions of Section 5.02.

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

        (a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate  Register in which,  subject to such reasonable  regulations as it
may prescribe,  the Trustee shall provide for the  registration  of Certificates
and of transfers and exchanges of Certificates as herein  provided.  The Trustee
is initially  appointed  Certificate  Registrar  for the purpose of  registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar,  or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.

        (b) Upon surrender for  registration  of transfer of any  Certificate at
any office or agency of the  Trustee  maintained  for such  purpose  pursuant to
Section  8.12 and,  in the case of any Class M, Class B or Class R  Certificate,
upon  satisfaction of the conditions set forth below,  the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated  transferee or  transferees,  one or more new  Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.

        (c)  At  the  option  of  the  Certificateholders,  Certificates  may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest,  upon surrender of the Certificates
to be exchanged at any such office or agency.  Whenever any  Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate


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<PAGE>



Registrar shall  authenticate  and deliver the  Certificates of such Class which
the  Certificateholder  making  the  exchange  is  entitled  to  receive.  Every
Certificate  presented  or  surrendered  for  transfer or exchange  shall (if so
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Trustee and the  Certificate  Registrar  duly executed by, the Holder thereof or
his attorney duly authorized in writing.

        (d) No  transfer,  sale,  pledge  or  other  disposition  of a  Class  B
Certificate  shall  be  made  unless  such  transfer,   sale,  pledge  or  other
disposition is exempt from the  registration  requirements of the Securities Act
of 1933, as amended,  and any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that a  transfer  of a Class B
Certificate  is to be made  either  (i)(A) the Trustee  shall  require a written
Opinion of Counsel  acceptable to and in form and substance  satisfactory to the
Trustee and the Company that such transfer may be made pursuant to an exemption,
describing the applicable  exemption and the basis  therefor,  from said Act and
laws or is being made  pursuant to said Act and laws,  which  Opinion of Counsel
shall not be an  expense of the  Trustee,  the  Company  or the Master  Servicer
(except that, if such transfer is made by the Company or the Master  Servicer or
any Affiliate  thereof,  the Company or the Master  Servicer  shall provide such
Opinion of Counsel at their own expense);  provided that such Opinion of Counsel
will not be  required  in  connection  with  the  initial  transfer  of any such
Certificate  by the  Company  or any  Affiliate  thereof  to the  Company  or an
Affiliate of the Company and (B) the Trustee  shall  require the  transferee  to
execute a representation letter,  substantially in the form of Exhibit H hereto,
and the Trustee shall require the transferor to execute a representation letter,
substantially  in the form of Exhibit I hereto,  each  acceptable to and in form
and  substance  satisfactory  to the Company and the Trustee  certifying  to the
Company  and  the   Trustee  the  facts   surrounding   such   transfer,   which
representation  letters  shall not be an expense of the Trustee,  the Company or
the Master Servicer;  provided,  however, that such representation  letters will
not be required in connection  with any transfer of any such  Certificate by the
Company or any Affiliate  thereof to the Company or an Affiliate of the Company,
and the Trustee  shall be entitled to  conclusively  rely upon a  representation
(which, upon the request of the Trustee, shall be a written representation) from
the Company,  of the status of such transferee as an Affiliate of the Company or
(ii) the  prospective  transferee  of such a  Certificate  shall be  required to
provide the  Trustee,  the Company and the Master  Servicer  with an  investment
letter  substantially  in the form of Exhibit J  attached  hereto (or such other
form as the Company in its sole discretion deems  acceptable),  which investment
letter  shall not be an  expense  of the  Trustee,  the  Company  or the  Master
Servicer,  and which  investment  letter states that,  among other things,  such
transferee (A) is a "qualified  institutional buyer" as defined under Rule 144A,
acting for its own  account or the  accounts of other  "qualified  institutional
buyers"  as  defined  under  Rule  144A,  and (B) is  aware  that  the  proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such  Certificate  desiring to effect any such transfer,  sale,  pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.

        (e) (i) In the case of any Class B or Class R Certificate  presented for
registration in the name of any Person,  either (A) the Trustee shall require an
Opinion of Counsel  acceptable to and in form and substance  satisfactory to the
Trustee,  the Company and the Master Servicer to the effect that the purchase or
holding of such Class B or Class R Certificate is permissible under applicable


                                              71

<PAGE>



law, will not  constitute  or result in any  non-exempt  prohibited  transaction
under  Section 406 of the Employee  Retirement  Income  Security Act of 1974, as
amended ("ERISA"),  or Section 4975 of the Code (or comparable provisions of any
subsequent  enactments),  and will not subject the  Trustee,  the Company or the
Master  Servicer  to any  obligation  or  liability  (including  obligations  or
liabilities  under  ERISA or  Section  4975 of the  Code) in  addition  to those
undertaken in this  Agreement,  which Opinion of Counsel shall not be an expense
of the  Trustee,  the  Company or the  Master  Servicer  or (B) the  prospective
Transferee shall be required to provide the Trustee,  the Company and the Master
Servicer  with a  certification  to the  effect  set forth in  paragraph  six of
Exhibit H (with  respect to any Class B  Certificate)  or paragraph  fourteen of
Exhibit  G-1 (with  respect to any Class R  Certificate),  which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem  desirable or necessary in order to establish  that such
Transferee or the Person in whose name such registration is requested either (a)
is not an  employee  benefit  plan  or  other  plan  subject  to the  prohibited
transaction  provisions  of ERISA or  Section  4975 of the Code,  or any  Person
(including an  investment  manager,  a named  fiduciary or a trustee of any such
plan) who is using  "plan  assets" of any such plan to effect  such  acquisition
(each,  a "Plan  Investor") or (b) in the case of any Class B  Certificate,  the
following conditions are satisfied: (i) such Transferee is an insurance company,
(ii) the source of funds used to purchase or hold such  Certificate (or interest
therein)  is  an  "insurance  company  general  account"  (as  defined  in  U.S.
Department of Labor Prohibited  Transaction Class Exemption  ("PTCE") 95-60, and
(iii) the  conditions  set forth in  Sections  I and III of PTCE 95-60 have been
satisfied  (each entity that satisfies  this clause (b), a "Complying  Insurance
Company").

                      (ii)  Any  Transferee  of a  Class M  Certificate  will be
               deemed to have  represented  by virtue of its purchase or holding
               of such  Certificate  (or interest  therein) that either (a) such
               Transferee  is not a Plan  Investor,  (b) it has  acquired and is
               holding such  Certificate  in reliance on Prohibited  Transaction
               Exemption  ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as
               amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE
               2000-58,  65 Fed.  Reg.  67765  (November  13,  2000)  (the  "RFC
               Exemption"),  and that it  understands  that  there  are  certain
               conditions to the  availability  of the RFC  Exemption  including
               that such Certificate must be rated, at the time of purchase, not
               lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
               or  Moody's  or (c)  such  Transferee  is a  Complying  Insurance
               Company.

                      (iii)  (A) If any  Class M  Certificate  (or any  interest
               therein)  is acquired or held by any Person that does not satisfy
               the conditions  described in paragraph (ii) above,  then the last
               preceding Transferee that either (i) is not a Plan Investor, (ii)
               acquired such  Certificate in compliance  with the RFC Exemption,
               or (iii) is a Complying  Insurance Company shall be restored,  to
               the extent  permitted  by law, to all rights and  obligations  as
               Certificate  Owner  thereof  retroactive  to  the  date  of  such
               Transfer of such Class M Certificate.  The Trustee shall be under
               no  liability  to any Person for making any  payments due on such
               Certificate to such preceding Transferee.

                             (B)   Any   purported   Certificate   Owner   whose
                      acquisition  or  holding  of any Class M  Certificate  (or
                      interest therein) was effected in violation of the


                                              72

<PAGE>



                      restrictions  in this Section  5.02(e) shall indemnify and
                      hold  harmless  the  Company,   the  Trustee,  the  Master
                      Servicer, any Subservicer,  each Underwriter and the Trust
                      Fund from and  against  any and all  liabilities,  claims,
                      costs or expenses  incurred by such parties as a result of
                      such acquisition or holding.

        (f) (i) Each Person who has or who acquires any Ownership  Interest in a
Class R Certificate  shall be deemed by the  acceptance or  acquisition  of such
Ownership Interest to have agreed to be bound by the following provisions and to
have  irrevocably  authorized the Trustee or its designee under clause  (iii)(A)
below to deliver  payments to a Person  other than such Person and to  negotiate
the terms of any mandatory  sale under clause  (iii)(B) below and to execute all
instruments of transfer and to do all other things  necessary in connection with
any such sale. The rights of each Person  acquiring any Ownership  Interest in a
Class R Certificate are expressly subject to the following provisions:

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

                             (B) In connection with any proposed Transfer of any
                      Ownership  Interest in a Class R Certificate,  the Trustee
                      shall  require  delivery to it, and shall not register the
                      Transfer of any Class R Certificate  until its receipt of,
                      (I) an affidavit and agreement (a "Transfer  Affidavit and
                      Agreement,"  in the form  attached  hereto as Exhibit G-1)
                      from  the  proposed  Transferee,  in  form  and  substance
                      satisfactory  to the  Master  Servicer,  representing  and
                      warranting,  among  other  things,  that it is a Permitted
                      Transferee,   that  it  is  not  acquiring  its  Ownership
                      Interest in the Class R Certificate that is the subject of
                      the proposed  Transfer as a nominee,  trustee or agent for
                      any Person who is not a Permitted Transferee,  that for so
                      long as it retains  its  Ownership  Interest  in a Class R
                      Certificate,  it  will  endeavor  to  remain  a  Permitted
                      Transferee,  and that it has  reviewed the  provisions  of
                      this Section  5.02(f) and agrees to be bound by them,  and
                      (II) a certificate, in the form attached hereto as Exhibit
                      G-2,  from the  Holder  wishing  to  transfer  the Class R
                      Certificate,  in form and  substance  satisfactory  to the
                      Master Servicer,  representing and warranting, among other
                      things,  that no purpose of the  proposed  Transfer  is to
                      impede the assessment or collection of tax.

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



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<PAGE>



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

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

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

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

                             (B) If any  purported  Transferee  shall  become  a
                      Holder  of a  Class  R  Certificate  in  violation  of the
                      restrictions  in this  Section  5.02(f)  and to the extent
                      that the  retroactive  restoration  of the  rights  of the
                      Holder of such Class R Certificate  as described in clause
                      (iii)(A) above shall be invalid, illegal or unenforceable,
                      then the Master  Servicer  shall  have the right,  without
                      notice to the  holder or any prior  holder of such Class R
                      Certificate, to sell such Class


                                              74

<PAGE>



                      R  Certificate  to a  purchaser  selected  by  the  Master
                      Servicer on such terms as the Master  Servicer may choose.
                      Such  purported  Transferee  shall  promptly  endorse  and
                      deliver each Class R Certificate  in  accordance  with the
                      instructions of the Master Servicer. Such purchaser may be
                      the Master  Servicer itself or any Affiliate of the Master
                      Servicer.   The   proceeds  of  such  sale,   net  of  the
                      commissions (which may include  commissions payable to the
                      Master  Servicer or its  Affiliates),  expenses  and taxes
                      due, if any,  will be  remitted by the Master  Servicer to
                      such purported Transferee. The terms and conditions of any
                      sale under this clause (iii)(B) shall be determined in the
                      sole  discretion  of the Master  Servicer,  and the Master
                      Servicer  shall  not be  liable  to any  Person  having an
                      Ownership Interest in a Class R Certificate as a result of
                      its exercise of such discretion.

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

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

                             (A) written notification from each Rating Agency to
                      the  effect   that  the   modification,   addition  to  or
                      elimination of such  provisions will not cause such Rating
                      Agency to downgrade its then-current  ratings,  if any, of
                      any Class of the Senior,  Class M or Class B  Certificates
                      below the lower of the  then-current  rating or the rating
                      assigned to such  Certificates  as of the Closing  Date by
                      such Rating Agency; and

                             (B)  subject  to  Section  10.01(f),  an  Officers'
                      Certificate of the Master Servicer stating that the Master
                      Servicer has  received an Opinion of Counsel,  in form and
                      substance  satisfactory  to the  Master  Servicer,  to the
                      effect that such  modification,  addition to or absence of
                      such  provisions  will not cause any  portion of any REMIC
                      formed under the Series  Supplement to cease to qualify as
                      a REMIC and will not cause  (x) any  portion  of any REMIC
                      formed  under the  Series  Supplement  to be subject to an
                      entity-level  tax  caused by the  Transfer  of any Class R
                      Certificate to a Person that is a


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<PAGE>



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

        Section 5.05  Appointment of Paying Agent.
                      ---------------------------

        The  Trustee  may  appoint  a Paying  Agent  for the  purpose  of making
distributions to the  Certificateholders  pursuant to Section 4.02. In the event
of any  such  appointment,  on or  prior to each  Distribution  Date the  Master
Servicer on behalf of the Trustee  shall  deposit or cause to be deposited  with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the


                                              76

<PAGE>



amounts and in the manner  provided for in Section 4.02,  such sum to be held in
trust for the benefit of the Certificateholders.

        The Trustee  shall cause each Paying Agent to execute and deliver to the
Trustee an  instrument  in which such Paying  Agent shall agree with the Trustee
that such  Paying  Agent  will hold all sums held by it for the  payment  to the
Certificateholders in trust for the benefit of the  Certificateholders  entitled
thereto  until such sums shall be paid to such  Certificateholders.  Any sums so
held by such Paying Agent shall be held only in Eligible  Accounts to the extent
such sums are not distributed to the  Certificateholders  on the date of receipt
by such Paying Agent.



                                              77

<PAGE>




                                          ARTICLE VI

                       THE COMPANY AND THE MASTER SERVICER

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

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

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

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

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

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


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rating of the Classes of Certificates that have been rated in effect immediately
prior to such  assignment  and  delegation  will not be  qualified,  reduced  or
withdrawn  as a result of such  assignment  and  delegation  (as  evidenced by a
letter  to such  effect  from  each  Rating  Agency).  In the  case of any  such
assignment  and  delegation,  the Master  Servicer  shall be  released  from its
obligations  under this Agreement,  except that the Master Servicer shall remain
liable for all  liabilities  and  obligations  incurred by it as Master Servicer
hereunder  prior to the  satisfaction  of the conditions to such  assignment and
delegation set forth in the next preceding sentence.

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

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

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



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        Section 6.04  Company and Master Servicer Not to Resign.
                      -----------------------------------------

        Subject to the  provisions of Section 6.02,  neither the Company nor the
Master  Servicer shall resign from its respective  obligations and duties hereby
imposed on it except upon  determination that its duties hereunder are no longer
permissible  under  applicable  law.  Any  such  determination   permitting  the
resignation  of the  Company or the Master  Servicer  shall be  evidenced  by an
Opinion of Counsel to such effect delivered to the Trustee.  No such resignation
by the Master  Servicer shall become  effective until the Trustee or a successor
servicer  shall  have  assumed  the  Master  Servicer's   responsibilities   and
obligations in accordance with Section 7.02.

                                   ARTICLE VII

                                     DEFAULT

        Section 7.01  Events of Default.

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

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

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

                      (iii)  a  decree   or  order  of  a  court  or  agency  or
               supervisory  authority having  jurisdiction in the premises in an
               involuntary  case under any  present  or future  federal or state
               bankruptcy, insolvency or similar law or appointing a conservator
               or receiver or  liquidator  in any  insolvency,  readjustment  of
               debt,   marshalling   of  assets  and   liabilities   or  similar
               proceedings, or for the winding-up or liquidation of its affairs,


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               shall have been  entered  against  the Master  Servicer  and such
               decree or order  shall have  remained  in force  undischarged  or
               unstayed for a period of 60 days; or

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

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

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

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



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

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

        (a) On and  after  the time the  Master  Servicer  receives  a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be  unreasonably  withheld) a designee  (which meets the standards set
forth  below) of the  Trustee,  shall be the  successor  in all  respects to the
Master  Servicer  in its  capacity  as  servicer  under this  Agreement  and the
transactions  set forth or  provided  for herein and shall be subject to all the
responsibilities,  duties and liabilities  relating thereto placed on the Master
Servicer (except for the  responsibilities,  duties and liabilities contained in
Sections 2.02 and 2.03(a),  excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds  in the  Custodial  Account  or the  Certificate  Account  pursuant  to
Sections  3.07(c) and  4.01(b) by the terms and  provisions  hereof);  provided,
however,  that any failure to perform such duties or responsibilities  caused by
the  preceding  Master  Servicer's  failure to provide  information  required by
Section  4.04 shall not be  considered  a default by the Trustee  hereunder.  As
compensation  therefor,  the Trustee shall be entitled to all funds  relating to
the Mortgage Loans which the Master  Servicer would have been entitled to charge
to the Custodial  Account or the Certificate  Account if the Master Servicer had
continued to act  hereunder  and, in  addition,  shall be entitled to the income
from any Permitted  Investments  made with amounts  attributable to the Mortgage
Loans held in the Custodial Account or the Certificate  Account.  If the Trustee
has become the successor to the Master  Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent  jurisdiction to appoint,  any  established  housing and home
finance  institution,  which  is  also a  Fannie  Mae- or  Freddie  Mac-approved
mortgage servicing institution,  having a net worth of not less than $10,000,000
as the successor to the Master  Servicer  hereunder in the  assumption of all or
any part of the  responsibilities,  duties or liabilities of the Master Servicer
hereunder.  Pending appointment of a successor to the Master Servicer hereunder,
the Trustee shall become  successor to the Master Servicer and shall act in such
capacity as  hereinabove  provided.  In  connection  with such  appointment  and
assumption,  the Trustee may make such arrangements for the compensation of such
successor  out of  payments  on Mortgage  Loans as it and such  successor  shall
agree;  provided,  however, that no such compensation shall be in excess of that
permitted the initial Master Servicer hereunder.  The Company,  the Trustee, the
Custodian  and such  successor  shall  take such  action,  consistent  with this
Agreement,  as  shall be  necessary  to  effectuate  any  such  succession.  The
Servicing  Fee for any  successor  Master  Servicer  appointed  pursuant to this
Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where
the Subservicing Fee accrues at a rate of less than 0.20% per annum in the event
that the


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successor  Master  Servicer is not servicing such Mortgage Loans directly and it
is necessary to raise the related  Subservicing Fee to a rate of 0.20% per annum
in order to hire a Subservicer with respect to such Mortgage Loans.

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

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

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

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

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

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


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

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

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

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

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

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

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


                                              84

<PAGE>



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

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

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

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

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

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

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

        (a)    Except as otherwise provided in Section 8.01:



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<PAGE>



                      (i) The Trustee may rely and shall be  protected in acting
               or  refraining  from  acting  upon  any   resolution,   Officers'
               Certificate,  certificate  of auditors or any other  certificate,
               statement, instrument, opinion, report, notice, request, consent,
               order, appraisal,  bond or other paper or document believed by it
               to be genuine and to have been signed or  presented by the proper
               party or parties;

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

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

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

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

                      (vi) The  Trustee  may execute any of the trusts or powers
               hereunder or perform any duties  hereunder  either directly or by
               or through agents or attorneys; and



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

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

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

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

        Section 8.04  Trustee May Own Certificates.

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

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

        (a) The Master  Servicer  covenants and agrees to pay to the Trustee and
any co-trustee  from time to time,  and the Trustee and any co-trustee  shall be
entitled  to,  reasonable  compensation  (which  shall  not  be  limited  by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services  rendered by each of them in the execution of the trusts hereby
created  and in the  exercise  and  performance  of any of the powers and duties
hereunder of the Trustee and


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any  co-trustee,  and the Master  Servicer will pay or reimburse the Trustee and
any  co-trustee  upon request for all  reasonable  expenses,  disbursements  and
advances  incurred or made by the Trustee or any  co-trustee in accordance  with
any of the provisions of this Agreement  (including the reasonable  compensation
and the  expenses  and  disbursements  of its  counsel  and of all  persons  not
regularly  in its  employ,  and the  expenses  incurred  by the  Trustee  or any
co-trustee in connection with the appointment of an office or agency pursuant to
Section 8.12) except any such expense, disbursement or advance as may arise from
its negligence or bad faith.

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

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

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

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

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

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

        Section 8.06  Eligibility Requirements for Trustee.
                      ------------------------------------

        The Trustee  hereunder shall at all times be a corporation or a national
banking  association  having its principal office in a state and city acceptable
to the Company and organized and doing  business under the laws of such state or
the United States of America,  authorized under such laws to exercise  corporate
trust powers,  having a combined capital and surplus of at least $50,000,000 and
subject to supervision or  examination  by federal or state  authority.  If such
corporation or national banking  association  publishes  reports of condition at
least  annually,  pursuant  to  law  or to the  requirements  of  the  aforesaid
supervising  or examining  authority,  then for the purposes of this Section the
combined  capital  and  surplus  of such  corporation  shall be deemed to be its
combined


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capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  In case at any time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of this  Section,  the  Trustee  shall  resign
immediately in the manner and with the effect specified in Section 8.07.

        Section 8.07 Resignation and Removal of the Trustee.

        (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving  written notice thereof to the Company.  Upon receiving
such notice of  resignation,  the  Company  shall  promptly  appoint a successor
trustee by written instrument,  in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee.  If
no successor trustee shall have been so appointed and have accepted  appointment
within 30 days after the giving of such  notice of  resignation,  the  resigning
Trustee may petition any court of competent  jurisdiction for the appointment of
a successor trustee.

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

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

        (d) Any  resignation  or removal of the  Trustee  and  appointment  of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.



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        Section 8.08  Successor Trustee.
                      -----------------

        (a) Any  successor  trustee  appointed as provided in Section 8.07 shall
execute,  acknowledge and deliver to the Company and to its predecessor  trustee
an  instrument   accepting  such  appointment   hereunder,   and  thereupon  the
resignation  or removal of the  predecessor  trustee shall become  effective and
such  successor  trustee  shall become  effective  and such  successor  trustee,
without any further act, deed or conveyance,  shall become fully vested with all
the rights,  powers, duties and obligations of its predecessor  hereunder,  with
the like  effect as if  originally  named as  trustee  herein.  The  predecessor
trustee shall deliver to the  successor  trustee all Mortgage  Files and related
documents and statements held by it hereunder  (other than any Mortgage Files at
the time held by a  Custodian,  which  shall  become the agent of any  successor
trustee  hereunder),  and the Company,  the Master  Servicer and the predecessor
trustee shall execute and deliver such  instruments  and do such other things as
may  reasonably be required for more fully and certainly  vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.

        (b) No successor  trustee shall accept  appointment  as provided in this
Section unless at the time of such  acceptance  such successor  trustee shall be
eligible under the provisions of Section 8.06.

        (c) Upon acceptance of appointment by a successor trustee as provided in
this Section,  the Company  shall mail notice of the  succession of such trustee
hereunder  to all Holders of  Certificates  at their  addresses  as shown in the
Certificate  Register.  If the Company  fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee,  the successor trustee
shall cause such notice to be mailed at the expense of the Company.

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

        Any corporation or national  banking  association into which the Trustee
may be  merged  or  converted  or  with  which  it may  be  consolidated  or any
corporation  or  national  banking   association   resulting  from  any  merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation or national  banking  association  succeeding to the business of the
Trustee,  shall  be  the  successor  of the  Trustee  hereunder,  provided  such
corporation  or  national  banking  association  shall  be  eligible  under  the
provisions of Section 8.06,  without the execution or filing of any paper or any
further act on the part of any of the  parties  hereto,  anything  herein to the
contrary  notwithstanding.  The Trustee  shall mail notice of any such merger or
consolidation  to the  Certificateholders  at  their  address  as  shown  in the
Certificate Register.

        Section 8.10 Appointment of Co-Trustee or Separate Trustee.

        (a)  Notwithstanding  any other provisions  hereof, at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located,  the
Master  Servicer and the Trustee  acting  jointly shall have the power and shall
execute and deliver all  instruments to appoint one or more Persons  approved by
the Trustee to act as co-trustee or  co-trustees,  jointly with the Trustee,  or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or  Persons,  in such  capacity,  such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section


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8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider  necessary  or  desirable.  If the Master  Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment.  No
co-trustee or separate trustee  hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders  of  Certificates  of  the  appointment  of  co-trustee(s)  or  separate
trustee(s) shall be required under Section 8.08 hereof.

        (b) In the case of any  appointment of a co-trustee or separate  trustee
pursuant  to this  Section  8.10 all  rights,  powers,  duties  and  obligations
conferred  or imposed  upon the Trustee  shall be  conferred or imposed upon and
exercised or performed by the Trustee,  and such separate  trustee or co-trustee
jointly,  except to the extent that under any law of any  jurisdiction  in which
any particular act or acts are to be performed  (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights,  powers,
duties and obligations  (including the holding of title to the Trust Fund or any
portion  thereof in any such  jurisdiction)  shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

        (c) Any notice,  request or other  writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as  effectively  as if given to each of them.  Every  instrument  appointing any
separate  trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee,  upon its acceptance
of the trusts conferred,  shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided  therein,  subject to all the  provisions of this  Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording  protection to, the Trustee.  Every
such instrument shall be filed with the Trustee.

        (d) Any separate trustee or co-trustee may, at any time,  constitute the
Trustee,  its agent or attorney-in-fact,  with full power and authority,  to the
extent not  prohibited  by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name.  If any separate  trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Trustee,  to the extent  permitted by law,  without the  appointment of a new or
successor trustee.

        Section 8.11  Appointment of Custodians.
                      -------------------------

        The  Trustee  may,  with the  consent  of the  Master  Servicer  and the
Company,  appoint one or more  Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee,  by entering  into a Custodial  Agreement.  Subject to
Article  VIII,  the Trustee  agrees to comply  with the terms of each  Custodial
Agreement and to enforce the terms and provisions  thereof against the Custodian
for the benefit of the Certificateholders.  Each Custodian shall be a depository
institution  subject to supervision by federal or state authority,  shall have a
combined  capital and surplus of at least  $15,000,000 and shall be qualified to
do  business  in the  jurisdiction  in which it holds any  Mortgage  File.  Each
Custodial  Agreement  may be amended  only as  provided  in Section  11.01.  The
Trustee shall notify the


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Certificateholders of the appointment of any Custodian (other than the Custodian
appointed as of the Closing Date) pursuant to this Section 8.11.

        Section 8.12  Appointment of Office or Agency.
                      -------------------------------

        The Trustee will maintain an office or agency in the City of New York at
the  address  designated  in  Section  11.05  of  the  Series  Supplement  where
Certificates  may be surrendered for  registration of transfer or exchange.  The
Trustee will  maintain an office at the address  stated in Section  11.05 of the
Series Supplement where notices and demands to or upon the Trustee in respect of
this Agreement may be served.

                                   ARTICLE IX

              TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES

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

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

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

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


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        The right of the Master Servicer to purchase all the assets of the Trust
Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal
Balance  as  of  the  Final   Distribution  Date,  prior  to  giving  effect  to
distributions to be made on such Distribution  Date, being less than ten percent
of the Cut-off Date Principal  Balance of the Mortgage  Loans.  If such right is
exercised by the Master  Servicer,  the Master  Servicer shall be deemed to have
been  reimbursed for the full amount of any  unreimbursed  Advances  theretofore
made by it with respect to the Mortgage Loans. In addition,  the Master Servicer
shall provide to the Trustee the certification  required by Section 3.15 and the
Trustee and any  Custodian  shall,  promptly  following  payment of the purchase
price,  release to the Master  Servicer the  Mortgage  Files  pertaining  to the
Mortgage Loans being purchased.

        In addition to the foregoing, on any Distribution Date on which the Pool
Stated Principal Balance,  prior to giving effect to distributions to be made on
such  Distribution  Date, is less than ten percent of the Cut-off Date Principal
Balance of the Mortgage  Loans,  Master  Servicer  shall have the right,  at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding  Certificate  Principal Balance of such Certificates plus the
sum of Accrued  Certificate  Interest  thereon for the related  Interest Accrual
Period and any previously  unpaid Accrued  Certificate  Interest.  If the Master
Servicer  exercises  this right to purchase the  outstanding  Certificates,  the
Master  Servicer  will  promptly   terminate  the  respective   obligations  and
responsibilities  created hereby in respect of the Certificates pursuant to this
Article IX.

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

                      (i) the  anticipated  Final  Distribution  Date upon which
               final payment of the  Certificates is anticipated to be made upon
               presentation  and  surrender  of  Certificates  at the  office or
               agency of the Trustee therein  designated where required pursuant
               to this  Agreement  or, in the case of the purchase by the Master
               Servicer of the outstanding  Certificates,  the Distribution Date
               on which such purchase is to be made,

                      (ii) the amount of any such final payment,  or in the case
               of the  purchase of the  outstanding  Certificates,  the purchase
               price, in either case, if known, and


                                              93

<PAGE>




                      (iii) that the Record Date  otherwise  applicable  to such
               Distribution Date is not applicable, or in the case of the Senior
               Certificates,  or in the  case  of all  of  the  Certificates  in
               connection  with the exercise by the Master Servicer of its right
               to purchase the Certificates, that payment will be made only upon
               presentation  and surrender of the  Certificates at the office or
               agency of the Trustee therein specified.

        If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such  notice is given to  Certificateholders  and,  if the  Master  Servicer  is
exercising its rights to purchase the  outstanding  Certificates,  it shall give
such  notice  to each  Rating  Agency  at the  time  such  notice  is  given  to
Certificateholders.  As a result of the  exercise by the Master  Servicer of its
right to  purchase  the  assets of the Trust  Fund,  the Master  Servicer  shall
deposit  in the  Certificate  Account  before  the  Final  Distribution  Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Fund,  computed as provided  above.  As a result of the exercise by
the Master Servicer of its right to purchase the outstanding  Certificates,  the
Master Servicer shall deposit in an Eligible Account,  established by the Master
Servicer on behalf of the Trustee and separate from the  Certificate  Account in
the name of the Trustee in trust for the registered holders of the Certificates,
before the  Distribution  Date on which such purchase is to occur in immediately
available  funds an amount  equal to the  purchase  price for the  Certificates,
computed as above  provided,  and provide notice of such deposit to the Trustee.
The Trustee will withdraw  from such account the amount  specified in subsection
(c) below.

        (c) In the  case  of the  Senior  Certificates,  upon  presentation  and
surrender of the Certificates by the Certificateholders thereof, and in the case
of the Class M and Class B Certificates,  upon presentation and surrender of the
Certificates by the  Certificateholders  thereof in connection with the exercise
by the Master Servicer of its right to purchase the  Certificates and otherwise,
in  accordance  with  Section  4.01(a),  the  Trustee  shall  distribute  to the
Certificateholders  (i) the amount otherwise  distributable on such Distribution
Date, if not in connection with the Master Servicer's election to repurchase the
assets of the Trust Fund or the outstanding Certificates,  or (ii) if the Master
Servicer  elected  to so  repurchase  the  assets  of  the  Trust  Fund  or  the
outstanding  Certificates,  an amount determined as follows: (A) with respect to
each Certificate the outstanding  Certificate  Principal  Balance thereof,  plus
Accrued Certificate Interest for the related Interest Accrual Period thereon and
any previously unpaid Accrued Certificate Interest,  subject to the priority set
forth in Section 4.02(a), and (B) with respect to the Class R Certificates,  any
excess of the amounts available for distribution (including the repurchase price
specified  in clause  (ii) of  subsection  (a) of this  Section)  over the total
amount distributed under the immediately preceding clause (A).  Nothwithstanding
the reduction of the Certificate  Principal  Balance of any Class of Subordinate
Certificates  to zero,  such  Class  will be  outstanding  hereunder  until  the
termination of the respective  obligations and  responsibilities of the Company,
the Master Servicer and the Trustee hereunder in accordance with Article IX.

        (d) If any Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before the Final  Distribution  Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the   Certificate   Account   not   distributed   in   final   distribution   to
Certificateholders  to be  withdrawn  therefrom  and  credited to the  remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and


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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.

        (e) If any  Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase of the outstanding Certificates
is to be made, the Trustee shall on such date cause all funds in the Certificate
Account  deposited therein by the Master Servicer pursuant to Section 9.01(b) to
be  withdrawn  therefrom  and  deposited  in a separate  escrow  account for the
benefit of such Certificateholders,  and the Master Servicer shall give a second
written notice to such  Certificateholders  to surrender their  Certificates for
payment of the purchase  price  therefor.  If within six months after the second
notice any Certificate  shall not have been  surrendered for  cancellation,  the
Trustee  shall take  appropriate  steps as  directed  by the Master  Servicer to
contact  the  Holders  of  such  Certificates   concerning  surrender  of  their
Certificates.  The costs and expenses of  maintaining  the escrow account and of
contacting  Certificateholders  shall be paid out of the assets  which remain in
the  escrow  account.  If  within  nine  months  after  the  second  notice  any
Certificates shall not have been surrendered for cancellation in accordance with
this  Section  9.01,  the Trustee  shall pay to the Master  Servicer all amounts
distributable  to the Holders thereof and the Master  Servicer shall  thereafter
hold such amounts until distributed to such Holders. No interest shall accrue or
be payable to any  Certificateholder on any amount held in the escrow account or
by the  Master  Servicer  as a result  of such  Certificateholder's  failure  to
surrender its  Certificate(s)  for payment in accordance with this Section 9.01.
Any  Certificate  that is not  surrendered on the  Distribution  Date on which a
purchase  pursuant to this Section 9.01 occurs as provided  above will be deemed
to have been  purchased  and the Holder as of such date will have no rights with
respect  thereto  except to receive the purchase  price therefor minus any costs
and expenses  associated with such escrow account and notices allocated thereto.
Any  Certificates  so  purchased  or  deemed  to  have  been  purchased  on such
Distribution Date shall remain  outstanding  hereunder until the Master Servicer
has terminated the respective obligations and responsibilities created hereby in
respect of the  Certificates  pursuant to this  Article IX. The Master  Servicer
shall be for all purposes the Holder thereof as of such date.

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

        (a) Each REMIC that  comprises  the Trust  Fund shall be  terminated  in
accordance  with the  following  additional  requirements,  unless  (subject  to
Section  10.01(f)) the Trustee and the Master  Servicer have received an Opinion
of Counsel  (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of each such REMIC to comply with the requirements


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of this Section 9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited  transactions," as described in Section 860F of the Code, or (ii)
cause  any  such  REMIC  to fail to  qualify  as a REMIC  at any  time  that any
Certificate is outstanding:

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

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

                      (iii) If the Master  Servicer or the Company is exercising
               its right to purchase  the assets of the Trust  Fund,  the Master
               Servicer shall,  during the 90-day  liquidation  period and at or
               prior to the Final Distribution Date,  purchase all of the assets
               of the Trust Fund for cash.

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

        Section 9.03 Termination of Multiple REMICs.

        If the REMIC  Administrator  makes two or more separate REMIC elections,
the  applicable   REMIC  shall  be  terminated  on  the  earlier  of  the  Final
Distribution  Date and the date on which it is deemed to receive the last deemed
distributions on the related Uncertificated REMIC Regular Interests and the last
distribution due on the Certificates is made.

                                    ARTICLE X

                                REMIC PROVISIONS

        Section 10.01 REMIC Administration.

        (a) The REMIC  Administrator  shall make an  election to treat the Trust
Fund as one or more REMICs under the Code and, if  necessary,  under  applicable
state  law.  The  assets of each  such  REMIC  will be set  forth in the  Series
Supplement. Such election will be made on Form 1066 or other appropriate federal
tax or information  return (including Form 8811) or any appropriate state return
for the taxable  year ending on the last day of the  calendar  year in which the
Certificates  are issued.  For the purposes of each REMIC election in respect of
the Trust Fund,  Certificates  and  interests to be  designated  as the "regular
interests"  and the sole class of "residual  interests" in the REMIC will be set
forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests"  (within the meaning of
Section 860G of


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<PAGE>



the Code) in any REMIC  elected  in  respect  of the Trust  Fund  other than the
"regular interests" and "residual interests" so designated.

        (b) The Closing Date is hereby  designated  as the "startup  day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.

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

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

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

        (f) The  Master  Servicer  and the REMIC  Administrator  shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set


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<PAGE>



forth  herein as shall be  necessary or desirable to maintain the status of each
REMIC as a REMIC under the REMIC  Provisions  (and the Trustee  shall assist the
Master Servicer and the REMIC Administrator,  to the extent reasonably requested
by the  Master  Servicer  and the  REMIC  Administrator  to do so).  The  Master
Servicer and the REMIC  Administrator  shall not knowingly or intentionally take
any action,  cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably  within their respective  control that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger  the  status of any  portion  of any  REMIC  formed  under  the  Series
Supplement  as a REMIC or (ii) result in the  imposition  of a tax upon any such
REMIC  (including  but not  limited  to the tax on  prohibited  transactions  as
defined  in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC set forth in  Section  860G(d) of the Code)  (either  such  event,  in the
absence of an Opinion of  Counsel  or the  indemnification  referred  to in this
sentence,  an "Adverse  REMIC  Event")  unless the Master  Servicer or the REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the expense
of the party  seeking to take such  action  or, if such party  fails to pay such
expense,  and the Master  Servicer or the REMIC  Administrator,  as  applicable,
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer,  the REMIC  Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to each REMIC created
hereunder,  endanger  such  status or,  unless the  Master  Servicer,  the REMIC
Administrator or both, as applicable,  determine in its or their sole discretion
to indemnify the Trust Fund against the imposition of such a tax,  result in the
imposition of such a tax.  Wherever in this Agreement a contemplated  action may
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken  pursuant to an Opinion of Counsel
that such  action  would not  impose a tax on the Trust  Fund,  such  action may
nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and  that all  other  preconditions  to the  taking  of such  action  have  been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized   hereunder)   as  to  which  the  Master   Servicer   or  the  REMIC
Administrator,  as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect  that an Adverse  REMIC  Event could occur with
respect to such action. In addition,  prior to taking any action with respect to
any REMIC created  hereunder or any related assets thereof,  or causing any such
REMIC to take any action,  which is not expressly  permitted  under the terms of
this  Agreement,  the Trustee will consult with the Master Servicer or the REMIC
Administrator,  as  applicable,  or its  designee,  in writing,  with respect to
whether such action could cause an Adverse  REMIC Event to occur with respect to
any such REMIC, and the Trustee shall not take any such action or cause any such
REMIC to take any such  action  as to which  the  Master  Servicer  or the REMIC
Administrator,  as  applicable,  has advised it in writing that an Adverse REMIC
Event  could  occur.  The  Master  Servicer  or  the  REMIC  Administrator,   as
applicable,  may consult with counsel to make such written advice,  and the cost
of same shall be borne by the party  seeking  to take the  action not  expressly
permitted  by this  Agreement,  but in no event  at the  expense  of the  Master
Servicer  or the REMIC  Administrator.  At all times as may be  required  by the
Code, the Master Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of each REMIC created  hereunder as  "qualified  mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.



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<PAGE>



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

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

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

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

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

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



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

          Section  10.02  Master  Servicer,   REMIC  Administrator  and  Trustee
               Indemnification.

        (a) The Trustee  agrees to indemnify  the Trust Fund,  the Company,  the
REMIC  Administrator  and the Master Servicer for any taxes and costs including,
without limitation,  any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master  Servicer,  as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.

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

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


        Section 10.03 Designation of REMIC(s).

        As provided in Section 10.03 of the Series Supplement.




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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

        Section 11.01 Amendment.

        (a) This  Agreement or any Custodial  Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:

                      (i)    to cure any ambiguity,

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

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

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

                      (v) to  modify,  eliminate  or add  to the  provisions  of
               Section  5.02(f)  or  any  other  provision  hereof   restricting
               transfer  of the Class R  Certificates,  by virtue of their being
               the  "residual  interests"  in a  REMIC,  provided  that (A) such
               change shall not result in  reduction  of the rating  assigned to
               any  such   Class  of   Certificates   below  the  lower  of  the
               then-current  rating or the rating assigned to such  Certificates
               as of the Closing Date, as evidenced by a letter from each Rating
               Agency to such effect,  and (B) such change shall not (subject to
               Section 10.01(f)),  as evidenced by an Opinion of Counsel (at the
               expense of the party seeking so to modify,  eliminate or add such
               provisions),  cause any  REMIC  created  hereunder  or any of the
               Certificateholders (other than the transferor) to be subject to a
               federal  tax  caused  by a  transfer  to a  Person  that is not a
               Permitted Transferee,


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

                    (vii) to amend any  provision  herein or therein that is not
               material to any of the Certificateholders.

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

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

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

        (c)  Notwithstanding  any  contrary  provision  of this  Agreement,  the
Trustee  shall not consent to any  amendment to this  Agreement  unless it shall
have first  received an Opinion of Counsel  (subject to Section  10.01(f) and at
the  expense  of the party  seeking  such  amendment)  to the  effect  that such
amendment  or the  exercise  of any power  granted to the Master  Servicer,  the
Company or the Trustee in accordance  with such amendment will not result in the
imposition  of a federal tax on the Trust Fund or cause any REMIC  created under
the  Series  Supplement  to fail to  qualify  as a REMIC  at any  time  that any
Certificate is outstanding.

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

        (e) The Company shall have the option, in its sole discretion, to obtain
and  deliver  to  the  Trustee  any  corporate  guaranty,   payment  obligation,
irrevocable  letter  of  credit,   surety  bond,  insurance  policy  or  similar
instrument or a reserve  fund,  or any  combination  of the  foregoing,  for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or


                                             102

<PAGE>



other  shortfalls.  Any such instrument or fund shall be held by the Trustee for
the benefit of the Class B Certificateholders, but shall not be and shall not be
deemed to be under any  circumstances  included in the Trust Fund. To the extent
that any such  instrument or fund  constitutes a reserve fund for federal income
tax purposes,  (i) any reserve fund so established  shall be an outside  reserve
fund and not an asset of the Trust  Fund,  (ii) any such  reserve  fund shall be
owned by the Company,  and (iii)  amounts  transferred  by the Trust Fund to any
such reserve fund shall be treated as amounts  distributed  by the Trust Fund to
the Company or any  successor,  all within the  meaning of Treasury  Regulations
Section  1.860G-2(h) as it reads as of the Cut-off Date. In connection  with the
provision of any such  instrument  or fund,  this  Agreement  and any  provision
hereof may be modified,  added to,  deleted or  otherwise  amended in any manner
that is related or incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written instrument executed
or consented to by the Company but without the consent of any  Certificateholder
and  without the consent of the Master  Servicer or the Trustee  being  required
unless  any such  amendment  would  impose  any  additional  obligation  on,  or
otherwise adversely affect the interests of the Senior  Certificateholders,  the
Class M  Certificateholders,  the Master Servicer or the Trustee, as applicable;
provided that the Company  obtains  (subject to Section  10.01(f)) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
any such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund,  including  without  limitation,  any federal  tax imposed on  "prohibited
transactions"  under Section  860F(a)(1) of the Code or on "contributions  after
the startup date" under Section 860G(d)(1) of the Code and (b) any REMIC created
hereunder  to fail to  qualify  as a REMIC at any time that any  Certificate  is
outstanding.  In the event that the Company  elects to provide such  coverage in
the  form  of  a  limited  guaranty   provided  by  General  Motors   Acceptance
Corporation,  the  Company  may elect  that the text of such  amendment  to this
Agreement  shall be  substantially  in the form attached hereto as Exhibit K (in
which case  Residential  Funding's  Subordinate  Certificate  Loss Obligation as
described in such exhibit shall be established by Residential  Funding's consent
to such  amendment) and that the limited  guaranty shall be executed in the form
attached  hereto as Exhibit K, with such changes as the Company shall deem to be
appropriate;  it being understood that the Trustee has reviewed and approved the
content of such forms and that the  Trustee's  consent  or  approval  to the use
thereof is not required.

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

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

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


                                             103

<PAGE>




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

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

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

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

        Section 11.04 Governing Law.
                      -------------

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

        Section 11.05 Notices.
                      -------

        As provided in Section 11.05 of the Series Supplement.



                                             104

<PAGE>



        Section 11.06 Required Notices to Rating Agency and Subservicer.
                      -------------------------------------------------

        The Company,  the Master Servicer or the Trustee,  as applicable,  shall
notify each Rating  Agency and the  Subservicer  at such time as it is otherwise
required  pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating  Agency at such time as  otherwise  required to be
delivered  pursuant to this  Agreement  of any of the  statements  described  in
clauses (e) and (f) below:

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

        (b)    the occurrence of an Event of Default,

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

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

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

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

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

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

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

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

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

        Section 11.07 Severability of Provisions.

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



                                             105

<PAGE>


        Section 11.08 Supplemental Provisions for Resecuritization.

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

        Each  Supplemental  Article  shall set forth  all  necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and any  other  provisions  necessary  for the  purposes  thereof.  In
connection  with each  Supplemental  Article,  the Company  shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental  Article  will not endanger the status of the Trust Fund as a REMIC
or  (subject to Section  10.01(f))  result in the  imposition  of a tax upon the
Trust Fund  (including but not limited to the tax on prohibited  transactions as
defined  in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC as set forth in Section 860G(d) of the Code).

        Section 11.09 Allocation of Voting Rights.
                      ---------------------------

               As provided in Section 11.09 of the Series Supplement.





                                             106

<PAGE>



                                          EXHIBIT A

             FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE
                          AND [INTEREST ONLY/CLASS A-V] CERTIFICATE

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

        [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>

<TABLE>



<S>                                             <C>
Certificate No. [____]                          [____]% [Adjustable] [Variable] Pass-Through
                                                Rate [based on a Notional Amount]
Class [A-___] Senior                            Percentage Interest: ____%
Date of Pooling and Servicing Agreement and     Aggregate Initial [Certificate Principal
Cut-off Date:                                   Balance] [Interest Only/Class A-V] [Notional
[______________]                                Amount] [Subclass Notional Amount] of the
                                                Class [A-___] Certificates: $________
First Distribution Date:                        [Initial] [Certificate Principal Balance]
[______________]                                [Interest Only/Class A-V] [Subclass] [Notional
                                                Amount] of this Certificate:
                                                $[--------------]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:                CUSIP
[--------------]                                [--------------]
</TABLE>


                              MORTGAGE PASS-THROUGH CERTIFICATE
                                       SERIES ________

               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 mortgage loans formed and
               sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,
and does not  represent  an  obligation  of or interest in  Residential  Funding
Mortgage Securities I, 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  funding  mortgage
securities I, inc.,  the master  servicer,  the trustee or GMAC Mortgage  Group,
Inc. or any of their affiliates.  None of the company, 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  [(obtained by dividing the [initial  certificate
principal balance] [initial  [interest  only/Class A-v] notional amount] of this
certificate by the aggregate [initial certificate principal balance of all Class
A-  certificates]  [initial  [interest  only/Class A-v] notional  amounts of all
[interest only/Class



<PAGE>



A-v]  certificates],  both as specified  above)] 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 mortgage loans (the
"mortgage loans"), formed and sold by residential funding mortgage securities I,
inc. (Hereinafter called the "company," which term includes any successor entity
under the agreement referred to below). The trust fund was created pursuant to a
series  supplement,  dated as specified  above, to the standard terms of pooling
and servicing agreement dated as of ________________ (together, the "pooling and
servicing  agreement" or the "agreement") among the company, the master servicer
and  _______________,  as trustee (the  "trustee"),  a summary of certain of the
pertinent provisions of which is set forth hereafter.  To the extent not defined
herein,  the  capitalized  terms used herein have the  meanings  assigned in the
agreement.  This  certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  agreement,  to which  agreement the holder of
this  certificate by virtue of the  acceptance  hereof assents and by which such
holder is bound.

        Pursuant to the terms of the agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  business  day,  the
business day  immediately  following (the  "distribution  date"),  commencing as
described  in the  agreement,  to the person in whose name this  certificate  is
registered  at the close of business on the last day (or if such last day is not
a business  day, the business day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "record date"),
from the available  distribution amount in an amount equal to the product of the
percentage  interest  evidenced by this certificate and the amount [(of interest
and  principal,  if any)]  required  to be  distributed  to  holders of Class A-
certificates on such distribution date. [the [interest  only/Class A-v] notional
amount  of  the  [interest  only/Class  A-v]  certificates  as of  any  date  of
determination is equal to the aggregate stated principal balance of the mortgage
loans corresponding to the uncertificated remic regular interests represented by
such [interest only/Class A-v] certificates.]

        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]  [initial  [interest  only/Class  A-v] notional
amount] 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  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



<PAGE>



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 company  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  company,  the  master  servicer  and  the  trustee  and the  rights  of the
certificateholders  under the  agreement at any time by the company,  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  company,  the master  servicer,  the  trustee  and the  certificate
registrar and any agent of the company, 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 company,  the
master  servicer,  the trustee nor any such agent shall be affected by notice to
the contrary.




<PAGE>



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

        The obligations  created by the agreement in respect of the certificates
and the  trust  fund  created  thereby  shall  terminate  upon  the  payment  to
certificateholders  of all  amounts  held by or on  behalf  of the  trustee  and
required to be paid to them pursuant to the  agreement  following the earlier of
(i) the maturity or other  liquidation of the last mortgage loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure  of any mortgage  loan and (ii) the purchase by the master  servicer
from the trust fund of all remaining 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
to (i) purchase at a price determined as provided in the agreement all remaining
mortgage loans and all property acquired in respect of any mortgage loan or (ii)
purchase in whole,  but not in part,  all of the  certificates  from the holders
thereof; provided, that any such option may only be exercised if the pool stated
principal  balance of the mortgage loans as of the distribution  date upon which
the proceeds of any such  purchase are  distributed  is less than ten percent of
the cut-off date principal balance of the mortgage loans.

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

        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.

Dated:________________                             [TRUSTEE],
                                                   as Trustee

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


                                 CERTIFICATE OF AUTHENTICATION

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

                                                   [TRUSTEE],
                                                   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) a  Percentage  Interest  evidenced by the within  Mortgage
Pass- Through  Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

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

Dated:
      ----------------                --------------------------------------
                                      Signature by or on behalf of assignor


                                       ____________________________
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions  shall  be  made,  by  wire  transfer  or  otherwise,   in
immediately  available  funds  to  _______________________for   the  account  of
__________________  account number  ______________-,  or, if mailed by check, to
____________________________.   Applicable   statements   should  be  mailed  to
________________________.

        This  information  is provided by  _____________________,  the  assignee
named above, or ________________, as its agent.





<PAGE>



                                           EXHIBIT B

                                  FORM OF CLASS M CERTIFICATE

        THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT  TO THE SENIOR
CERTIFICATES  [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).

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

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

        ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT  MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY,  ON BEHALF OF OR PURCHASING
ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN  INVESTOR"),  (B) IT HAS
ACQUIRED AND IS HOLDING SUCH  CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION
EXEMPTION  ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34, 62 FED. REG. 39021 (JULY 21, 1997),  AND PTE 2000-58,  65 FED. REG. 67765
(NOVEMBER 13, 2000) (THE "RFC  EXEMPTION"),  AND THAT IT UNDERSTANDS  THAT THERE
ARE CERTAIN  CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION  INCLUDING THAT
SUCH CERTIFICATE  MUST BE RATED, AT THE TIME OF PURCHASE,  NOT LOWER THAN "BBB-"
(OR ITS  EQUIVALENT)  BY  STANDARD  & POOR'S,  FITCH OR  MOODY'S  OR (C)(I)  THE
TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO
PURCHASE THE CERTIFICATE IS AN "INSURANCE  COMPANY GENERAL  ACCOUNT" (WITHIN THE
MEANING OF U.S.  DEPARTMENT  OF LABOR  PROHIBITED  TRANSACTION  CLASS  EXEMPTION
("PTCE")  95-60),  AND (III) THE  CONDITIONS  SET FORTH IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN  SATISFIED  (EACH ENTITY THAT  SATISFIES THIS CLAUSE (C), A
"COMPLYING INSURANCE COMPANY").




<PAGE>



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

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



<PAGE>



<TABLE>

<S>                                              <C>
Certificate No. [____]                          [____]% Pass-Through Rate
Class [M-___] Subordinate
Date of Pooling and Servicing Agreement and     Principal Balance of the Class M Certificates:
Cut-off Date:                                   $_______________
[--------------]
First Distribution Date:                        Initial Certificate Principal Balance of this
[______________]                                Certificate:
                                                $[--------------]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:                CUSIP
[--------------]                                [--------------]
</TABLE>


                              MORTGAGE PASS-THROUGH CERTIFICATE,
                                       SERIES ________

               evidencing a percentage  interest in any distributions  allocable
               to the Class M-___  Certificates  with  respect to the Trust Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed  interest rate first mortgage loans formed and
               sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,
and does not  represent  an  obligation  of or interest in  Residential  Funding
Mortgage Securities I, 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  Funding  Mortgage
Securities I, Inc.,  the Master  Servicer,  the Trustee or GMAC Mortgage  Group,
Inc. or any of their affiliates.  None of the Company, 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  (obtained by dividing the Certificate  Principal
Balance of this Certificate by the aggregate  Certificate  Principal  Balance of
all Class M-___ Certificates,  both as specified above) in certain distributions
with respect to a Trust Fund consisting primarily of a pool of conventional one-
to four-family fixed interest rate first mortgage loans (the "Mortgage  Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc.  (hereinafter
called the  "Company,"  which  term  includes  any  successor  entity  under the
Agreement  referred to below).  The Trust Fund was created  pursuant to a Series
Supplement, dated as specified above, to the Standard Terms of Pooling and



<PAGE>



Servicing  Agreement dated as of  ________________  (together,  the "Pooling and
Servicing  Agreement" or the "Agreement") among the Company, the Master Servicer
and  ___________,  as  trustee  (the  "Trustee"),  a summary  of  certain of the
pertinent provisions of which is set forth hereafter.  To the extent not defined
herein,  the  capitalized  terms used herein have the  meanings  assigned in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

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

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

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

        As described above, any transferee of this Certificate will be deemed to
have  represented by virtue of its purchase or holding of this  Certificate  (or
interest herein) that either (A) such transferee is not a Plan Investor,  (B) it
has acquired and is holding this  Certificate  in reliance on the RFC  Exemption
and that it understands that there are certain conditions to the availability of
the RFC Exemption  including that this Certificate must be rated, at the time of
purchase,  not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Moody's or (C) the transferee is a Complying  Insurance Company. In addition,
any purported Certificate Owner whose acquisition or holding of this Certificate
(or interest  herein) was effected in violation of the  restrictions  in Section
5.02(e) of the Agreement  shall  indemnify  and hold  harmless the Company,  the
Trustee,  the  Master  Servicer,  any  Subservicer,  and the Trust Fund from and
against any and all  liabilities,  claims,  costs or  expenses  incurred by such
parties as a result of such acquisition or holding.

        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 Company  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  Company,  the  Master  Servicer  and  the  Trustee  and the  rights  of the
Certificateholders  under the  Agreement at any time by the Company,  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  Company,  the Master  Servicer,  the  Trustee  and the  Certificate
Registrar and any agent of the Company, 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



<PAGE>



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

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

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

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






<PAGE>



        IN WITNESS  WHEREOF,  the trustee has caused this certificate to be duly
executed.

Dated:________________                             [TRUSTEE],
                                                   as Trustee

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


                                 CERTIFICATE OF AUTHENTICATION

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

                                                   [TRUSTEE],
                                                   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) a  Percentage  Interest  evidenced by the within  Mortgage
Pass- Through  Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

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

Dated:
      ----------------                --------------------------------------
                                      Signature by or on behalf of assignor


                                       ____________________________
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions  shall  be  made,  by  wire  transfer  or  otherwise,   in
immediately  available  funds  to  _______________________for   the  account  of
__________________  account number  ______________-,  or, if mailed by check, to
____________________________.   Applicable   statements   should  be  mailed  to
________________________.

        This  information  is provided by  _____________________,  the  assignee
named above, or ________________, as its agent.




<PAGE>



                                           EXHIBIT C

                                  FORM OF CLASS B CERTIFICATE

        THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT  TO THE SENIOR
CERTIFICATES AND CLASS M CERTIFICATES  [AND CLASS B-1] [CLASS B-2  CERTIFICATES]
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

        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 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
COMPANY  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 COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.



<PAGE>



<TABLE>

<S>                                             <C>
Certificate No. [____]                          [____]% Pass-Through Rate
Class [B-___] Subordinate
Date of Pooling and Servicing Agreement and     Principal Balance of the Class B-___
Cut-off Date:                                   Certificates as of the Cut-off Date: $________
[--------------]
First Distribution Date:                        Initial Certificate Principal Balance of this
[______________]                                Certificate:
                                                $[--------------]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:                CUSIP
[--------------]                                [--------------]
</TABLE>

                              MORTGAGE PASS-THROUGH CERTIFICATE,
                                        SERIES _______

               evidencing a percentage  interest in any distributions  allocable
               to the Class B-___  Certificates  with  respect to the Trust Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed  interest rate first mortgage loans formed and
               sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,
and does not  represent  an  obligation  of or interest in  Residential  Funding
Mortgage Securities I, 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  Funding  Mortgage
Securities I, Inc.,  the Master  Servicer,  the Trustee or GMAC Mortgage  Group,
Inc. or any of their affiliates.  None of the Company, 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  (obtained by dividing the
Certificate  Principal Balance of this Certificate by the aggregate  Certificate
Principal Balance of all Class B-___  Certificates,  both as specified above) in
certain  distributions  with respect to a Trust Fund  consisting  primarily of a
pool of  conventional  one- to  four-family  fixed  interest rate first mortgage
loans (the "Mortgage  Loans"),  formed and sold by Residential  Funding Mortgage
Securities I, Inc.  (hereinafter  called the "Company,"  which term includes any
successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant  to a Series  Supplement,  dated as  specified  above,  to the
Standard



<PAGE>



Terms of Pooling and Servicing Agreement dated as of ________________ (together,
the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the
Master  Servicer  and  ___________,  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 on
the first  Distribution  Date specified  above, to the Person in whose name this
Certificate  is  registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month 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 B
Certificates on such Distribution Date.

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

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

        No  transfer  of this  Class B  Certificate  will  be made  unless  such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Company  may  require  an  opinion  of  counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Company 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 Section  5.02(e) of the  Agreement.  The Holder hereof
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trustee, the Company,  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.
In connection  with any such transfer,  the Trustee will also require either (i)
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



<PAGE>



("ERISA"),  and  Section  4975 of the  Internal  Revenue  Code (the  "Code") and
stating,  among other things,  that the  transferee's  acquisition  of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a  representation
letter,  in the form as  described  by 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, or stating that the transferee is an
insurance  company,  the  source  of  funds  to be  used by it to  purchase  the
Certificate is an "insurance  company  general  account"  (within the meaning of
Department of Labor Prohibited  Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance  upon the  availability  of the exemptive
relief afforded under Sections I and III of PTCE 95-60.

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

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

        As provided in the  Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the Company  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  Company,  the  Master  Servicer  and  the  Trustee  and the  rights  of the
Certificateholders  under the  Agreement at any time by the Company,  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



<PAGE>



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  Company,  the Master  Servicer,  the  Trustee  and the  Certificate
Registrar and any agent of the Company, 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 Company,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

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

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

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




<PAGE>



        IN WITNESS  WHEREOF,  the trustee has caused this certificate to be duly
executed.

Dated:________________                             [TRUSTEE],
                                                   as Trustee

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


                                 CERTIFICATE OF AUTHENTICATION

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

                                                   [TRUSTEE],
                                                   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) a  Percentage  Interest  evidenced by the within  Mortgage
Pass- Through  Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

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

Dated:
      ----------------                --------------------------------------
                                      Signature by or on behalf of assignor


                                       ____________________________
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions  shall  be  made,  by  wire  transfer  or  otherwise,   in
immediately  available  funds  to  _______________________for   the  account  of
__________________  account number  ______________-,  or, if mailed by check, to
____________________________.   Applicable   statements   should  be  mailed  to
________________________.

        This  information  is provided by  _____________________,  the  assignee
named above, or ________________, as its agent.







<PAGE>



                                          EXHIBIT D

                                 FORM OF CLASS R CERTIFICATE

        THIS  CERTIFICATE  MAY NOT BE HELD BY OR  TRANSFERRED  TO A NON-  UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

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

        NO TRANSFER OF THIS  CERTIFICATE  MAY BE MADE TO ANY PERSON,  UNLESS THE
TRANSFEREE  PROVIDES EITHER A  CERTIFICATION  PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT  OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE MASTER  SERVICER,  THE
COMPANY  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 COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.

        ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS  CERTIFICATE  MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH  TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR  ANY  AGENCY  OR  INSTRUMENTALITY  OF ANY OF THE  FOREGOING  (OTHER  THAN  AN
INSTRUMENTALITY  WHICH IS A CORPORATION  IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR  FREDDIE  MAC, A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION,  OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING,  (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION
521 OF THE CODE)  WHICH IS EXEMPT  FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS  SUCH  ORGANIZATION  IS SUBJECT TO THE TAX  IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE  INCOME),  (D) RURAL  ELECTRIC AND TELEPHONE  COOPERATIVES  DESCRIBED IN
SECTION  1381(A)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON  DESCRIBED IN THE FOREGOING  CLAUSES
(A),  (B),  (C),  (D)  OR  (E)  BEING  HEREIN  REFERRED  TO  AS A  "DISQUALIFIED
ORGANIZATION"),  OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE
OF SUCH  TRANSFER IS TO IMPEDE THE  ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE  SATISFIES CERTAIN  ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE.



<PAGE>



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>


<TABLE>


<S>                                             <C>
Certificate No. [____]                          [____]% Pass-Through Rate
Class [R-___] Senior
Date of Pooling and Servicing Agreement and     Aggregate Initial Certificate Principal Balance
Cut-off Date:                                   of the Class R-___ Certificates: $100.00
[--------------]
First Distribution Date:                        Initial Certificate Principal Balance of this
[______________]                                Certificate:
                                                $[--------------]
Master Servicer:                                Percentage Interest: _____%
Residential Funding Corporation
Assumed Final Distribution Date:                CUSIP
[--------------]                                [--------------]
</TABLE>

                              MORTGAGE PASS-THROUGH CERTIFICATE,
                                        SERIES _______

               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 mortgage loans formed and
               sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.

        This  Certificate  is payable  solely from the assets of the Trust Fund,
and does not  represent  an  obligation  of or interest in  Residential  Funding
Mortgage Securities I, 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  Funding  Mortgage
Securities I, Inc.,  the Master  Servicer,  the Trustee or GMAC Mortgage  Group,
Inc. or any of their affiliates.  None of the Company, 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  (obtained  by dividing  the Initial  Certificate
Principal  Balance of this  Certificate  by the  aggregate  Initial  Certificate
Principal Balance of all Class R[-__] Certificates,  both as specified above) in
certain  distributions with respect to the Trust Fund consisting  primarily of a
pool of  conventional  one- to  four-family  fixed  interest rate first mortgage
loans (the "Mortgage  Loans"),  formed and sold by Residential  Funding Mortgage
Securities I, Inc.  (hereinafter  called the "Company,"  which term includes any
successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant  to a Series  Supplement,  dated as  specified  above,  to the
Standard



<PAGE>



Terms of Pooling and Servicing Agreement dated as of ________________ (together,
the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the
Master  Servicer  and  ___________,  as trustee  (the  "Trustee"),  a summary of
certain of the  pertinent  provisions  of which is set forth  hereafter.  To the
extent not defined herein,  the capitalized  terms used herein have the meanings
assigned in the  Agreement.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which  Agreement the
Holder of this  Certificate  by virtue of the  acceptance  hereof assents and by
which such Holder is bound.

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

        Each  Holder of this  Certificate  will be  deemed to have  agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United  States  Person and a  Permitted  Transferee,  (ii) the  transfer  of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted Transferee,  (iii) any attempted or purported
transfer of any  Ownership  Interest in this  Certificate  in  violation of such
restrictions  will be  absolutely  null and void and will  vest no rights in the
purported  transferee,  and (iv) if any person other than a United States Person
and a Permitted  Transferee  acquires any Ownership Interest in this Certificate
in violation of such restrictions,  then the Company 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 Company,  which purchaser may be
the Company,  or any affiliate of the Company,  on such terms and  conditions as
the Company 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 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.
Notwithstanding  the reduction of the  Certificate  Principal  Balance hereof to
zero,  this  Certificate  will remain  outstanding  under the  Agreement and the
Holder hereof may have additional  obligations with respect to this Certificate,
including  tax   liabilities,   and  may  be  entitled  to  certain   additional
distributions  hereon,  in  accordance  with the  terms  and  provisions  of the
Agreement.

        No transfer  of this Class  R[-__]  Certificate  will be made unless the
Trustee has received either (i) 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



<PAGE>



Employee  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  and
Section 4975 of the Internal Revenue Code (the "Code") and stating,  among other
things,  that the  transferee's  acquisition  of a Class R Certificate  will not
constitute or result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or (ii) a representation  letter,  in the form
as described by the  Agreement,  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.

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

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

        As provided in the  Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the Company  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  Company,  the  Master  Servicer  and  the  Trustee  and the  rights  of the
Certificateholders  under the  Agreement at any time by the Company,  the Master
Servicer  and the  Trustee  with the  consent  of the  Holders  of  Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates  affected thereby.  Any such consent by the Holder of
this  Certificate  shall be  conclusive  and binding on such Holder and upon all
future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

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



<PAGE>



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

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

        The  Company,  the Master  Servicer,  the  Trustee  and the  Certificate
Registrar and any agent of the Company, 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 Company,  the
Master  Servicer,  the Trustee nor any such agent shall be affected by notice to
the contrary.

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

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

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

        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.

Dated:________________                             [TRUSTEE],
                                                   as Trustee

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


                                 CERTIFICATE OF AUTHENTICATION

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

                                                   [TRUSTEE],
                                                   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) a  Percentage  Interest  evidenced by the within  Mortgage
Pass- Through  Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

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

Dated:
      ----------------                --------------------------------------
                                      Signature by or on behalf of assignor


                                       _______________________
                                      Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions  shall  be  made,  by  wire  transfer  or  otherwise,   in
immediately  available  funds  to  _______________________for   the  account  of
__________________  account number  ______________-,  or, if mailed by check, to
____________________________.   Applicable   statements   should  be  mailed  to
________________________.

        This  information  is provided by  _____________________,  the  assignee
named above, or ________________, as its agent.




<PAGE>



                                          EXHIBIT E

                               FORM OF SELLER/SERVICER CONTRACT

        This  Seller/Servicer  Contract  (as  may be  amended,  supplemented  or
otherwise  modified from time to time, this "Contract") is made this day of , 20
, by and between  Residential  Funding  Corporation,  its successors and assigns
("Residential   Funding")  and  (the   "Seller/Servicer,"   and,  together  with
Residential Funding, the "parties" and each, individually, a "party").

        WHEREAS,  the  Seller/Servicer  desires to sell Loans to, and/or service
Loans for,  Residential  Funding,  and  Residential  Funding desires to purchase
Loans from the Seller/Servicer  and/or have the Seller/Servicer  service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller  and  Servicer  Guides  incorporated  herein by  reference,  as  amended,
supplemented or otherwise modified, from time to time (together, the "Guides").

        NOW,  THEREFORE,  in  consideration  of the  premises,  and  the  terms,
conditions and agreements set forth below, the parties agree as follows:

1.      INCORPORATION OF GUIDES BY REFERENCE.

        The  Seller/Servicer  acknowledges  that it has  received  and  read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this  Contract,  and  shall be  binding  upon the  parties;  provided,
however,  that the  Seller/Servicer  shall be  entitled  to sell Loans to and/or
service Loans for  Residential  Funding only if and for so long as it shall have
been authorized to do so by Residential  Funding in writing.  Specific reference
in this  Contract  to  particular  provisions  of the  Guides  and not to  other
provisions  does not mean that those  provisions of the Guides not  specifically
cited in this Contract are not applicable.  All terms used herein shall have the
same  meanings  as such terms have in the  Guides,  unless the  context  clearly
requires otherwise.

2.      AMENDMENTS.

        This Contract may not be amended or modified orally, and no provision of
this  Contract  may be waived or amended  except in writing  signed by the party
against whom  enforcement  is sought.  Such a written  waiver or amendment  must
expressly  reference this Contract.  However,  by their terms, the Guides may be
amended or  supplemented  by  Residential  Funding  from time to time.  Any such
amendment(s) to the Guides shall be binding upon the parties hereto.

3.      REPRESENTATIONS AND WARRANTIES.

        a.     Reciprocal Representations and Warranties.

        The Seller/Servicer and Residential Funding each represents and warrants
to the other that as of the date of this Contract:




<PAGE>



               (1)    Each party is duly  organized,  validly  existing,  and in
                      good  standing  under  the  laws  of its  jurisdiction  of
                      organization,  is qualified,  if necessary, to do business
                      and in good standing in each  jurisdiction  in which it is
                      required to be so qualified,  and has the requisite  power
                      and  authority  to enter into this  Contract and all other
                      agreements  which are contemplated by this Contract and to
                      carry out its  obligations  hereunder and under the Guides
                      and under such other agreements.

               (2)    This  Contract  has been  duly  authorized,  executed  and
                      delivered  by each  party  and  constitutes  a  valid  and
                      legally  binding  agreement of each party  enforceable  in
                      accordance with its terms.

               (3)    There is no action, proceeding or investigation pending or
                      threatened,  and no basis  therefor  is  known  to  either
                      party,  that could  affect  the  validity  or  prospective
                      validity of this Contract.

               (4)    Insofar as its capacity to carry out any obligation  under
                      this Contract is concerned,  neither party is in violation
                      of  any  charter,   articles  of  incorporation,   bylaws,
                      mortgage, indenture, indebtedness,  agreement, instrument,
                      judgment,  decree,  order, statute, rule or regulation and
                      none of the  foregoing  adversely  affects its capacity to
                      fulfill any of its  obligations  under this Contract.  Its
                      execution of, and  performance  pursuant to, this Contract
                      will not result in a violation of any of the foregoing.

        b.     Seller/Servicer's Representations, Warranties and Covenants.

               In addition to the representations, warranties and covenants made
               by the  Seller/Servicer  pursuant  to  subparagraph  (a) of  this
               paragraph  3,  the  Seller/Servicer  makes  the  representations,
               warranties  and  covenants  set  forth in the  Guides  and,  upon
               request,  agrees to deliver to Residential  Funding the certified
               Resolution of Board of Directors  which  authorizes the execution
               and delivery of this Contract.

4.      REMEDIES OF RESIDENTIAL FUNDING.

        If an Event of Seller  Default  or an Event of  Servicer  Default  shall
occur,  Residential  Funding  may, at its option,  exercise one or more of those
remedies set forth in the Guides.

5.      SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR.

        At no time shall the  Seller/Servicer  represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.




<PAGE>



6.      PRIOR AGREEMENTS SUPERSEDED.

        This Contract  restates,  amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement  executed by the  Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.

7.      ASSIGNMENT.

        This Contract may not be assigned or  transferred,  in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential  Funding may sell,  assign,  convey,  hypothecate,  pledge or in any
other way transfer,  in whole or in part, without restriction,  its rights under
this Contract and the Guides with respect to any Commitment or Loan.

8.      NOTICES.

        All notices,  requests,  demands or other  communications that are to be
given under this  Contract  shall be in writing,  addressed  to the  appropriate
parties and sent by  telefacsimile  or by overnight  courier or by United States
mail,  postage prepaid,  to the addresses and  telefacsimile  numbers  specified
below.  However,  another  name,  address  and/or  telefacsimile  number  may be
substituted  by  the  Seller/Servicer  pursuant  to  the  requirements  of  this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.

If to Residential  Funding,  notices must be sent to the appropriate  address or
telefacsimile number specified in the Guides.

If to the Seller/Servicer, notice must be sent to:





        Attention:
        Telefacsimile Number: (_____) _____-_________


9.      JURISDICTION AND VENUE.

        Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding  to enforce or defend any right  under  this  Contract  or  otherwise
arising from any loan sale or servicing relationship existing in connection with
this  Contract,  and each of the parties  irrevocably  agrees that all claims in
respect of any such  action or  proceeding  may be heard or  determined  in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient  forum to the  maintenance of any such action or proceeding and any
other  substantive or procedural  rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum.  Each of the
parties agrees that a final  judgment in any such action or proceeding  shall be
conclusive and may be



<PAGE>



enforced  in any  other  jurisdiction  by suit on the  judgment  or in any other
manner  provided by law. Each of the parties further agrees not to institute any
legal actions or proceedings  against the other party or any director,  officer,
employee,  attorney,  agent or  property of the other  party,  arising out of or
relating to this  Contract in any court other than as  hereinabove  specified in
this paragraph 9.

10.     MISCELLANEOUS.

        This Contract, including all documents incorporated by reference herein,
constitutes the entire  understanding  between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions  contemplated by this Contract.  All paragraph  headings  contained
herein  are for  convenience  only and  shall not be  construed  as part of this
Contract.  Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting  the  validity or  enforceability  of such  provision in any
other jurisdiction,  and, to this end, the provisions hereof are severable. This
Contract  shall be governed by, and construed  and enforced in accordance  with,
applicable federal laws and the laws of the State of Minnesota.





<PAGE>



        IN WITNESS WHEREOF,  the duly authorized officers of the Seller/Servicer
and Residential  Funding have executed this  Seller/Servicer  Contract as of the
date first above written.


ATTEST:                                      SELLER/SERVICER
[Corporate Seal]


                                             (Name of Seller/Servicer)
By:                                          By:
   ---------------------------------
             (Signature)                                         (Signature)
By:                                          By:
   ---------------------------------
            (Typed Name)                                        (Typed Name)
Title:                                       Title:
      ------------------------------

==================================== ======= ===================================

ATTEST:                                      RESIDENTIAL FUNDING CORPORATION
[Corporate Seal]
By:                                          By:
   ---------------------------------
             (Signature)                                         (Signature)
By:                                          By:
   ---------------------------------
            (Typed Name)                                        (Typed Name)
Title:                                       Title:
      ------------------------------               -----------------------------




<PAGE>



                                          EXHIBIT F

                                 FORMS OF REQUEST FOR RELEASE


DATE:
TO:
RE:            REQUEST FOR RELEASE OF DOCUMENTS

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

Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):

Reason for Document Request: (circle one)

        Mortgage Loan Prepaid in Full       Mortgage Loan Repurchased

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

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

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

Name:
Title:
Date:




<PAGE>



                                         EXHIBIT G-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  _______,
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"  or an electing large  partnership as of [date of transfer] within
the  meaning of  Sections  860E(e)(5)  and 775,  respectively,  of the  Internal
Revenue Code of 1986, as amended (the "Code") or an electing  large  partnership
under  Section  775(a) of 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 an electing  large  partnership  under Section 775 of the Code, 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 or electing
large  partnerships,  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, with respect to transfers to electing  large  partnerships,  on
each such  partnership),  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  (other than with respect to transfers to electing
large partnerships)  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.



<PAGE>




        4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding  Class  R[-__]  Certificates  if either  the  pass-through  entity is an
electing  large  partnership  under  Section  775 of the  Code or 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. The Owner is either (i) a citizen or resident  of the United  States,
(ii) a  corporation,  partnership  or other entity treated as a corporation or a
partnership for U.S.  federal income tax purposes and created or organized in or
under the laws of the  United  States,  any state  thereof  or the  District  of
Columbia (other than a partnership that is not treated as a United States person
under any applicable Treasury regulations), (iii) an estate that is described in
Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section
7701(a)(30)(E) of the Code.

        6. The Owner hereby  agrees that it will not cause income from the Class
R[-__]  Certificates to be attributable to a foreign permanent  establishment or
fixed base (within the meaning of an applicable  income tax treaty) of the Owner
of another United States taxpayer.

        7.  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.

        8. 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.

        9.  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.

        10.    The Owner's Taxpayer Identification Number is ________________.

        11.  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.

     12.  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; in making



<PAGE>



this  representation,  the Owner  warrants  that the Owner is familiar  with (i)
Treasury Regulation Section 1.860E-1(c) and recent amendments thereto, effective
as of July 19,  2002,  and (ii) the  preamble  describing  the  adoption  of the
amendments to such regulation, which is attached hereto as Exhibit 1.

        13. 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.

        14. 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.

        15. (a) The  Purchaser  is not an  employee  benefit  plan 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"),  or an  investment
manager,  named  fiduciary  or a trustee of any such plan,  or any other  Person
acting, directly or indirectly,  on behalf of or purchasing any Certificate with
"plan assets" of any such plan; or

               (b) The Purchaser  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 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) or (b)
above.

        Capitalized  terms used but not defined  herein  shall have the meanings
assigned in the Pooling and Servicing Agreement.





<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__ .



<PAGE>



                                           EXHIBIT 1


DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Parts 1 and 602

[TD 9004]
RIN 1545-AW98


Real Estate Mortgage Investment Conduits

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Final regulations.

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

SUMMARY:  This  document  contains  final  regulations  relating  to safe harbor
transfers of noneconomic  residual interests in real estate mortgage  investment
conduits (REMICs).  The final regulations provide additional  limitations on the
circumstances under which transferors may claim safe harbor treatment.

DATES: Effective Date: These regulations are effective July 19, 2002.
   Applicability Date: For dates of applicability, see Sec. 1.860E-
(1)(c)(10).

FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940
(not a toll-free number).

SUPPLEMENTARY INFORMATION:

Paperwork Reduction Act

   The  collection  of  information  in this final rule has been  reviewed  and,
pending  receipt and  evaluation of public  comments,  approved by the Office of
Management  and Budget (OMB) under 44 U.S.C.  3507 and assigned  control  number
1545-1675.
   The collection of information in this regulation is in Sec. 1.860E -
1(c)(5)(ii). This information is required to enable the IRS to verify
that a taxpayer is complying with the conditions of this regulation.
The collection of information is mandatory and is required. Otherwise,



<PAGE>



the taxpayer  will not receive the benefit of safe harbor  treatment as provided
in the regulation.  The likely  respondents are businesses and other  for-profit
institutions.
   Comments on the  collection  of  information  should be sent to the Office of
Management  and Budget,  Attn:  Desk Officer for the Department of the Treasury,
Office of Information and Regulatory Affairs, Washington, DC, 20503, with copies
to  the  Internal  Revenue  Service,   Attn:  IRS  Reports  Clearance   Officer,
W:CAR:MP:FP:S,  Washington,  DC 20224. Comments on the collection of information
should be received by September 17, 2002.  Comments are  specifically  requested
concerning:
   Whether the collection of information is necessary for the proper performance
of  the  functions  of the  Internal  Revenue  Service,  including  whether  the
information will have practical utility;
   The accuracy of the estimated burden associated with the collection
of information (see below);
   How the quality, utility, and clarity of the information to be
collected may be enhanced;
   How the  burden  of  complying  with the  collection  of  information  may be
minimized,  including through the application of automated collection techniques
or other forms of information technology; and
   Estimates of capital or start-up  costs and costs of operation,  maintenance,
and purchase of service to provide information.
   An agency may not conduct or sponsor, and a person is not required to respond
to, a  collection  of  information  unless it  displays a valid  control  number
assigned by the Office of Management and Budget.
   The  estimated  total  annual  reporting  burden  is 470  hours,  based on an
estimated  number of respondents  of 470 and an estimated  average annual burden
hours per respondent of one hour.
   Books or records  relating to a collection of information must be retained as
long as their contents may become material in the administration of any internal
revenue law. Generally, tax returns and tax return information are confidential,
as required by 26 U.S.C. 6103.

Background

   This document contains final regulations regarding the proposed amendments to
26 CFR part 1 under  section  860E of the  Internal  Revenue  Code  (Code).  The
regulations  provide the circumstances under which a transferor of a noneconomic
REMIC  residual   interest   meeting  the   investigation   and   representation
requirements  may avail  itself  of the safe  harbor by  satisfying  either  the
formula test or the asset test.
   Final regulations  governing REMICs,  issued in 1992, contain rules governing
the transfer of noneconomic REMIC residual interests.  In general, a transfer of
a  noneconomic  residual  interest  is  disregarded  for all tax  purposes  if a
significant purpose of the transfer is to




<PAGE>



[[Page 47452]]

enable the  transferor to impede the  assessment or collection of tax. A purpose
to impede the assessment or collection of tax (a wrongful purpose) exists if the
transferor,  at the time of the transfer,  either knew or should have known that
the transferee would be unwilling or unable to pay taxes due on its share of the
REMIC's taxable income.
   Under a safe harbor, the transferor of a REMIC noneconomic  residual interest
is presumed not to have a wrongful  purpose if two  requirements  are satisfied:
(1) the  transferor  conducts a  reasonable  investigation  of the  transferee's
financial  condition  (the  investigation  requirement);  and (2) the transferor
secures a  representation  from the transferee to the effect that the transferee
understands the tax obligations  associated with holding a residual interest and
intends to pay those taxes (the representation requirement).
   The IRS and Treasury have been concerned that some transferors of noneconomic
residual  interests claim they satisfy the safe harbor even in situations  where
the economics of the transfer  clearly  indicate the  transferee is unwilling or
unable to pay the tax associated with holding the interest.  For this reason, on
February  7, 2000,  the IRS  published  in the Federal  Register  (65 FR 5807) a
notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify
the safe harbor by adding the  "formula  test," an economic  test.  The proposed
regulation provides that the safe harbor is unavailable unless the present value
of the anticipated tax liabilities associated with holding the residual interest
does not exceed the sum of: (1) The present value of any consideration  given to
the  transferee to acquire the  interest;  (2) the present value of the expected
future  distributions  on  the  interest;  and  (3)  the  present  value  of the
anticipated  tax  savings  associated  with  holding  the  interest as the REMIC
generates losses.
   The notice of proposed  rulemaking also contained  rules for FASITs.  Section
1.860H-6(g) of the proposed regulations  provides  requirements for transfers of
FASIT  ownership  interests  and adopts a safe harbor by  reference  to the safe
harbor provisions of the REMIC regulations.
   In January 2001, the IRS published Rev. Proc.  2001-12 (2001-3 I.R.B. 335) to
set forth an alternative  safe harbor that taxpayers could use while the IRS and
the  Treasury  considered  comments  on  the  proposed  regulations.  Under  the
alternative safe harbor, if a transferor meets the investigation requirement and
the representation  requirement but the transfer fails to meet the formula test,
the transferor  may invoke the safe harbor if the transferee  meets a two- prong
test (the asset test). A transferee generally meets the first prong of this test
if, at the time of the transfer, and in each of the two years preceding the year
of  transfer,  the  transferee's  gross  assets  exceed $100 million and its net
assets exceed $10 million. A transferee



<PAGE>



generally  meets  the  second  prong of this test if it is a  domestic,  taxable
corporation  and agrees in writing  not to transfer  the  interest to any person
other  than  another  domestic,  taxable  corporation  that also  satisfies  the
requirements  of the asset test. A  transferor  cannot rely on the asset test if
the transferor knows, or has reason to know, that the transferee will not comply
with its written agreement to limit the restrictions on subsequent  transfers of
the residual interest.
   Rev. Proc.  2001-12 provides that the asset test fails to be satisfied in the
case of a transfer or assignment of a noneconomic residual interest to a foreign
branch of an otherwise  eligible  transferee.  If such a transfer or  assignment
were permitted,  a corporate taxpayer might seek to claim that the provisions of
an  applicable  income tax treaty  would  resource  excess  inclusion  income as
foreign  source  income,  and that,  as a  consequence,  any U.S. tax  liability
attributable  to the excess  inclusion  income  could be offset by  foreign  tax
credits.  Such a claim would impede the  assessment or collection of U.S. tax on
excess inclusion income,  contrary to the congressional purpose of assuring that
such income will be taxable in all events. See, e.g., sections 860E(a)(1),  (b),
(e) and 860G(b) of the Code.
   The Treasury and the IRS have  learned  that certain  taxpayers  transferring
noneconomic residual interests to foreign branches have attempted to rely on the
formula  test to obtain  safe  harbor  treatment  in an  effort  to  impede  the
assessment or collection of U.S. tax on excess  inclusion  income.  Accordingly,
the  final  regulations  provide  that if a  noneconomic  residual  interest  is
transferred  to a  foreign  permanent  establishment  or  fixed  base  of a U.S.
taxpayer,  the transfer is not eligible for safe harbor  treatment  under either
the asset  test or the  formula  test.  The  final  regulations  also  require a
transferee  to  represent  that it will not cause  income  from the  noneconomic
residual  interest to be attributable to a foreign  permanent  establishment  or
fixed base.
   Section 1.860E -1(c)(8) provides  computational rules that a taxpayer may use
to  qualify  for  safe  harbor   status   under  the   formula   test.   Section
1.860E-1(c)(8)(i)  provides that the transferee is presumed to pay tax at a rate
equal to the highest rate of tax specified in section 11(b).  Some  commentators
were  concerned that this presumed rate of taxation was too high because it does
not take into  consideration  taxpayers  subject to the alternative  minimum tax
rate. In light of the comments received,  this provision has been amended in the
final regulations to allow certain transferees that compute their taxable income
using the alternative  minimum tax rate to use the alternative  minimum tax rate
applicable to corporations.
   Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present

values in the formula test are to be computed using a discount rate



<PAGE>



equal to the applicable  Federal  short-term rate prescribed by section 1274(d).
This is a change from the proposed  regulation and Rev. Proc.  2001-12. In those
publications  the  provision  stated that "present  values are computed  using a
discount rate equal to the applicable Federal rate prescribed in section 1274(d)
compounded  semiannually"  and that "[a] lower  discount rate may be used if the
transferee can demonstrate that it regularly borrows, in the course of its trade
or  business,  substantial  funds at such  lower  rate from an  unrelated  third
party." The IRS and the Treasury  Department  have learned  that,  based on this
provision,  certain taxpayers have been attempting to use unrealistically low or
zero interest rates to satisfy the formula test,  frustrating  the intent of the
test.  Furthermore,  the  Treasury  Department  and the IRS believe  that a rule
allowing  for a rate  other than a rate based on an  objective  index  would add
unnecessary complexity to the safe harbor. As a result, the rule in the proposed
regulations  that  permits a transferee  to use a lower  discount  rate,  if the
transferee can demonstrate that it regularly  borrows  substantial funds at such
lower rate, is not included in the final regulations; and the Federal short-term
rate  has  been  substituted  for  the  applicable  Federal  rate.  To  simplify
taxpayers' computations, the final regulations allow use of any of the published
short-term  rates,  provided  that  the  present  values  are  computed  with  a
corresponding  period  of  compounding.  With the  exception  of the  provisions
relating to transfers to foreign  branches,  these  changes  generally  have the
proposed  applicability  date of February 4, 2000,  but  taxpayers may choose to
apply the interest  rate formula set forth in the proposed  regulation  and Rev.
Proc. 2001-12 for transfers occurring before August 19, 2002.
   It is anticipated that when final regulations are adopted with
respect to

[[Page 47453]]

FASITs,  Sec.  1.860H-6(g)  of the  proposed  regulations  will  be  adopted  in
substantially  its  present  form,  with the result  that the final  regulations
contained  in this  document  will  also  govern  transfers  of FASIT  ownership
interests with substantially the same applicability date as is contained in this
document.

Effect on Other Documents

   Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of
noneconomic residual interests in REMICs occurring on or after August
19, 2002.

Special Analyses



<PAGE>



   It is hereby  certified  that these  regulations  will not have a significant
economic impact on a substantial number of small entities. This certification is
based  on the  fact  that it is  unlikely  that a  substantial  number  of small
entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility
Analysis  under  the  Regulatory  Flexibility  Act (5 U.S.C.  chapter  6) is not
required.  It  has  been  determined  that  this  Treasury  decision  is  not  a
significant regulatory action as defined in Executive Order 12866.  Therefore, a
regulatory assessment is not required. It also has been determined that sections
553(b) and 553(d) of the  Administrative  Procedure Act (5 U.S.C.  chapter 5) do
not apply to these regulations.

Drafting Information

   The principal author of these  regulations is Courtney  Shepardson.  However,
other  personnel  from the IRS and  Treasury  Department  participated  in their
development.

List of Subjects

26 CFR Part 1

   Income taxes, Reporting and record keeping requirements.

26 CFR Part 602

   Reporting and record keeping requirements.

Adoption of Amendments to the Regulations

   Accordingly, 26 CFR parts 1 and 602 are amended as follows:

PART 1--INCOME TAXES

   Paragraph 1. The  authority  citation for part 1 continues to read in part as
follows:

   Authority: 26 U.S.C. 7805 * * *



<PAGE>



                                         EXHIBIT G-2

                                FORM OF TRANSFEROR CERTIFICATE

                                                   __________ , 20__

Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

[Trustee]

Attention: Residential Funding Corporation Series _______

               Re:    Mortgage Pass-Through Certificates,
                      Series ________, 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 ________, Class R[-__] (the "Certificates"),
pursuant to Section 5.02 of the Series Supplement, dated as of ________________,
to  the  Standard  Terms  of  Pooling  and  Servicing   Agreement  dated  as  of
________________   (together,  the  "Pooling  and  Servicing  Agreement")  among
Residential  Funding  Mortgage  Securities I, Inc.,  as seller (the  "Company"),
Residential Funding Corporation,  as master servicer, and __________, 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 G-1. The Seller does
not know or believe that any representation contained therein is false.

        3. The Seller has at the time of the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-  1(c)(4)(i)  and,  as a  result  of that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in the future.  The Seller  understands  that the transfer of a Class R[-__]
Certificate may not be respected for United States



<PAGE>



income tax purposes  (and the Seller may continue to be liable for United States
income  taxes  Associated  therewith)  unless the Seller has  conducted  such an
investigation.

     4. The Seller has no actual  knowledge that the proposed  Transferee is not
both a United States Person and a Permitted Transferee.

                                                   Very truly yours,


                                                   (Seller)


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





<PAGE>



                                          EXHIBIT H

                            FORM OF INVESTOR REPRESENTATION LETTER

                                                   ______________ , 20___

Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

[Trustee]

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

Attention: Residential Funding Corporation Series ________

               RE:    Mortgage Pass-Through Certificates,
                      Series ________, [Class B-]

Ladies and Gentlemen:

        _________________-   (the   "Purchaser")   intends  to   purchase   from
_________________  (the "Seller")  $_____________  Initial Certificate Principal
Balance of  Mortgage  Pass-Through  Certificates,  Series  ________,  Class (the
"Certificates"),   issued  pursuant  to  the  Series  Supplement,  dated  as  of
________________, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________  (together,  the "Pooling and Servicing Agreement") among
Residential  Funding  Mortgage  Securities I, Inc.,  as seller (the  "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
_____________,  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
regarding the transfer of the Certificates and (e) the Certificates  will bear a
legend to the foregoing effect.




<PAGE>



        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 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

        (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 ("Plan"), or any other person



<PAGE>



(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;

        (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 DOL Prohibited  Transaction Class Exemption  ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60; 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.

        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 such
Plan or person  meets the  requirements  set  forth in either  6(a),  (b) or (c)
above.

                                                   Very truly yours,



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






<PAGE>



                                          EXHIBIT I

                           FORM OF TRANSFEROR REPRESENTATION LETTER

                                                   _________, 20___

Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

[Trustee]

Attention: Residential Funding Corporation Series ________

               Re:    Mortgage Pass-Through Certificates,
                      Series ________, [Class B-]

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 ________, Class
(the  "Certificates"),  issued  pursuant to the Series  Supplement,  dated as of
________________, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________  (together,  the "Pooling and Servicing Agreement") among
Residential  Funding  Mortgage  Securities I, Inc.,  as seller (the  "Company"),
Residential Funding Corporation,  as master servicer, and __________, 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  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.




<PAGE>



                                                   Very truly yours,


                                                   (Seller)



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




<PAGE>



                                    EXHIBIT J

                  [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 Series Supplement,  dated
as of ________________, to the Standard Terms of Pooling and Servicing Agreement
dated  as  of  ________________  (the  "Agreement")  among  Residential  Funding
Corporation as Master Servicer,  Residential Funding Mortgage Securities I, Inc.
as  depositor  pursuant to Section  5.02 of the  Agreement  and  __________,  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 (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;

               (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 DOL  Prohibited  Transaction  Class  Exemption
        ("PTCE")  95-60),  and the  purchase is being made in reliance  upon the
        availability  of the exemptive  relief afforded under Sections I and III
        of PTCE 95-60; 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



<PAGE>



        ERISA or Section  4975 of the Code) in addition to those  undertaken  in
        the Pooling and Servicing Agreement. ]

        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.

        IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.


Print Name of Seller                    Print Name of Buyer


By:                                     By:
   ---------------------------------       ---------------------------------
Name:                                   Name:
Title:                                  Title:
Taxpayer Identification                 Taxpayer Identification:
No.                                     No:
    --------------------------------       ---------------------------------
Date:                                   Date:
      ------------------------------          ------------------------------





<PAGE>



                              ANNEX 1 TO EXHIBIT J

          QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For
               Buyers Other Than Registered Investment Companies]

        The undersigned  hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

     1. As indicated  below,  the undersigned is the President,  Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

        2. In connection with purchases by the Buyer,  the Buyer is a "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because (i) the Buyer  owned  and/or  invested on a
discretionary basis $ in securities (except for the excluded securities referred
to below) as of the end of the  Buyer's  most recent  fiscal  year (such  amount
being  calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the
criteria in the category marked below.

        Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution),  Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.

        Bank. The Buyer (a) is a national bank or banking institution  organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially  confined to banking and is supervised by the State or
territorial  banking  commission  or similar  official  or is a foreign  bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual  financial  statements,  a copy of which is
attached hereto.

        Savings  and Loan.  The Buyer  (a) is a  savings  and loan  association,
building  and loan  association,  cooperative  bank,  homestead  association  or
similar  institution,  which is  supervised  and  examined by a State or Federal
authority having  supervision over any such institutions or is a foreign savings
and loan association or equivalent  institution and (b) has an audited net worth
of  at  least  $25,000,000  as  demonstrated  in  its  latest  annual  financial
statements.

        Broker-Dealer.  The Buyer is a dealer registered  pursuant to Section 15
of the Securities Exchange Act of 1934.

        Insurance  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.




<PAGE>



        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.

        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



<PAGE>



addition,  the Buyer  agrees that the Buyer will not purchase  securities  for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

        7. The Buyer will notify each of the parties to which this certification
is made of any changes in the  information and  conclusions  herein.  Until such
notice is given,  the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.


                            Print Name of Buyer

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

                            Date:
                                  -------------------------------------




<PAGE>



                              ANNEX 2 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

        The undersigned  hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

        1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice  President  of the Buyer or, if the Buyer is a "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because  Buyer  is part of a Family  of  Investment
Companies (as defined below), is such an officer of the Adviser.

        2. In  connection  with  purchases  by Buyer,  the Buyer is a "qualified
institutional  buyer" as  defined in SEC Rule 144A  because  (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least  $100,000,000 in securities  (other than the excluded  securities
referred to below) as of the end of the Buyer's  most recent  fiscal  year.  For
purposes  of  determining  the  amount of  securities  owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

        The Buyer  owned $ in  securities  (other than the  excluded  securities
referred  to below) as of the end of the Buyer's  most recent  fiscal year (such
amount being calculated in accordance with Rule 144A).

        The Buyer is part of a Family of Investment Companies which owned in the
aggregate $ in securities (other than the excluded securities referred to below)
as of the  end of the  Buyer's  most  recent  fiscal  year  (such  amount  being
calculated in accordance with Rule 144A).

        3. The term "Family of Investment Companies" as used herein means two or
more  registered  investment  companies  (or series  thereof) that have the same
investment  adviser or  investment  advisers that are  affiliated  (by virtue of
being majority owned  subsidiaries  of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

        4. The term  "securities" as used herein does not include (i) securities
of issuers that are affiliated  with the Buyer or are part of the Buyer's Family
of Investment  Companies,  (ii) bank deposit notes and  certificates of deposit,
(iii) loan participations,  (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.

        5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this  certification  is made are relying  and will  continue to
rely on the  statements  made herein because one or more sales to the Buyer will
be in reliance on Rule 144A.  In addition,  the Buyer will only purchase for the
Buyer's own account.




<PAGE>



        6. The  undersigned  will  notify  each of the  parties  to  which  this
certification is made of any changes in the information and conclusions  herein.
Until such notice,  the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this  certification by the undersigned as of the date of such
purchase.


                          Print Name of Buyer

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

                          IF AN ADVISOR:


                          Print Name of Buyer

                          Date:
                                -------------------------------------






<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 Sub-Servicer will be entitled
to any  reimbursement  pursuant to Section 4.02(a) on such Distribution Date for
Advances or Sub-Servicer  Advances  previously made, (which will not be Advances
or Sub-Servicer 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 Sub-Servicer  Advances  reimbursed pursuant to Section
4.02(a),  to the extent such  Advances or  Sub-Servicer  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 B  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 B  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 B 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 B
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 B  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 B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.

        (c) Demands for payments pursuant to this Section shall be made prior to
the  later of the third  Business  Day  prior to each  Distribution  Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee.  The maximum amount that  Residential  Funding shall be required to
pay pursuant to this Section on any Distribution  Date (the "Amount  Available")
shall be equal to the lesser of (X) minus the sum of (i) all  previous  payments
made under  subsections  (a) and (b) hereof and (ii) all draws under the Limited
Guaranty made in lieu of such payments as



<PAGE>



described  below  in  subsection  (d) and (Y) the then  outstanding  Certificate
Principal  Balances of the Class B 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 B 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 B Certificates at the request of the Company that such substitution  shall
not lower the  rating on the Class B  Certificates  below the  lesser of (a) the
then-current  rating  assigned to the Class B Certificates by such rating agency
and (b) the original  rating assigned to the Class B 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



<PAGE>



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 B 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 B  Certificates  below  the  lesser of (a) the
then-current  rating  assigned to the Class B Certificates by such rating agency
and (b) the original  rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B 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.




<PAGE>



                                    EXHIBIT L

                           [FORM OF LIMITED GUARANTY]
                                LIMITED GUARANTY
                 RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
                       Mortgage Pass-Through Certificates
                                 Series ________

                                                   ___________, 20____


[Trustee]

Attention: Residential Funding Corporation Series ________
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 Series Supplement,  dated as
of  ________________,  to the Standard Terms of Pooling and Servicing  Agreement
dated  as of  ________________  (together,  the  "Servicing  Agreement"),  among
Residential  Funding Mortgage  Securities I, Inc. (the  "Company"),  Residential
Funding and  __________  (the  "Trustee") as amended by Amendment  No.  thereto,
dated as of , with respect to the  Mortgage  Pass-Through  Certificates,  Series
________ (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 B
Certificates  with respect to certain  losses on the Mortgage Loans as described
in the Servicing Agreement; and

        WHEREAS,  GMAC desires to provide certain assurances with respect to the
ability of  Residential  Funding to secure  sufficient  funds and  faithfully to
perform its Subordinate Certificate Loss Obligation;

        NOW THEREFORE,  in  consideration  of the premises herein  contained and
certain  other good and valuable  consideration,  the receipt of which is hereby
acknowledged, GMAC agrees as follows:

        1. Provision of Funds.  (a) GMAC agrees to contribute and deposit in the
Certificate  Account on behalf of Residential  Funding (or otherwise  provide to
Residential  Funding, or to cause to be made available to Residential  Funding),
either  directly  or  through a  subsidiary,  in any case  prior to the  related
Distribution  Date,  such moneys as may be required  by  Residential  Funding to
perform its 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



<PAGE>



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.

     8.  Counterparts.  This  Limited  Guaranty may be executed in any number of
counterparts,  each  of  which  shall  be  deemed  to be an  original  and  such
counterparts shall constitute but one and the same instrument.




<PAGE>



        IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed
and delivered by its respective officers thereunto duly authorized as of the day
and year first above written.

                                     GENERAL MOTORS ACCEPTANCE
                                     CORPORATION

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

Acknowledged by:
[Trustee], as Trustee

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

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.

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





<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

[Trustee]

Attention: Residential Funding Corporation Series ________

               Re:    Mortgage Pass-Through Certificates, Series ________
                      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
Series  Supplement,  dated  as of  ________________,  to the  Standard  Terms of
Pooling and Servicing  Agreement  dated as of  ________________  (together,  the
"Pooling and Servicing Agreement") among Residential Funding Mortgage Securities
I, 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:

        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;

        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;

        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 such
assignment is at the request of the borrower under the related Mortgage Loan.




<PAGE>



                                                   Very truly yours,



                                                   (Lender)


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




<PAGE>


                                          EXHIBIT N

                                 FORM OF REQUEST FOR EXCHANGE

                                                   [Date]

Bank One, National Association
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670-0126

               Re:    Residential Funding Mortgage Securities I, Inc.
                      Mortgage Pass-Through Certificates, Series [________]

        Residential  Funding  Corporation,  as the Holder of a ____%  Percentage
Interest of the [Class/Subclass] of Class A-V Certificates,  hereby requests the
Trustee  to  exchange  the  above-referenced  Certificates  for  the  Subclasses
referred to below:

        1.     Class   A-V   Certificates,   corresponding   to  the   following
               Uncertificated    REMIC   Regular   Interests:    [List   numbers
               corresponding  to the related loans and Pool Strip Rates from the
               Mortgage Loan Schedule]. The Initial Subclass Notional Amount and
               the initial  Pass-Through Rate on the Class A-V Certificates will
               be $___________ and _____%, respectively.

        [2.    Repeat as appropriate.]

        The  Subclasses  requested  above will represent in the aggregate all of
the  Uncertificated  REMIC  Regular  Interests  represented  by  the  Class  A-V
Certificates surrendered for exchange.

        The  capitalized  terms  used  but not  defined  herein  shall  have the
meanings set forth in the Pooling and Servicing Agreement,  dated as of _______,
among  Residential  Funding  Mortgage  Securities I, Inc.,  Residential  Funding
Corporation and Bank One National Association, as trustee.

                                     RESIDENTIAL FUNDING CORPORATION


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




<PAGE>





<PAGE>



                                  EXHIBIT FIVE

                          FORM OF FORM 10-K CERTIFICATE

        I, [identify the certifying individual], certify that:

        1. _____ I have  reviewed the annual  report on Form 10-K for the fiscal
year [___],  and all reports on Form 8-K  containing  distribution  or servicing
reports filed in respect of periods  included in the year covered by that annual
report, of the trust (the "Trust") created pursuant to the Pooling and Servicing
Agreement dated February 1, 2003 (the  "Agreement")  among  Residential  Funding
Mortgage  Securities I, Inc. (the "Company"),  Residential  Funding  Corporation
(the "Master Servicer") and Bank One, National Association (the "Trustee");

        2. _____ Based on my knowledge,  the information in these reports, taken
as a whole,  does not contain any untrue statement of a material fact or omit to
state a material  fact  necessary to make the  statements  made, in light of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by this annual report;

        3. _____ Based on my knowledge, the servicing information required to be
provided to the Trustee by the Master Servicer under the Agreement for inclusion
in these reports is included in these reports;

        4. _____ I am responsible for reviewing the activities  performed by the
Master  Servicer  under the Agreement and based upon my knowledge and the annual
compliance  review required under the Agreement,  and except as disclosed in the
report,  the Master Servicer has fulfilled its obligations  under the Agreement;
and

        5. _____ The reports disclose all significant  deficiencies  relating to
the Master Servicer's compliance with the minimum servicing standards based upon
the report  provided by an independent  public  accountant,  after  conducting a
review in compliance  with the Uniform Single  Attestation  Program for Mortgage
Bankers as set forth in the Agreement, that is included in these reports.

        In giving the  certifications  above,  I have  reasonably  relied on the
information provided to me by the following unaffiliated parties: [the Trustee].

Date:____________

_________________________________*
[Signature]
Name:
Title:

* - to be signed by the senior  officer in charge of the servicing  functions of
the Master Servicer


                                       -1-

<PAGE>


                                   EXHIBIT SIX

                    FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

        The undersigned, a Responsible Officer of Bank One, National Association
(the "Trustee") certifies that:

        1.  _____ The  Trustee  has  performed  all of the  duties  specifically
required to be  performed  by it pursuant to the  provisions  of the Pooling and
Servicing  Agreement  dated  February  1,  2003 (the  "Agreement")  by and among
Residential  Funding Mortgage  Securities I, Inc. (the  "Company"),  Residential
Funding  Corporation (the "Master  Servicer") and Trustee in accordance with the
standards set forth therein.

        2. _____ Based on my knowledge,  the information that is provided by the
Trustee  pursuant to Section  4.03(f)(I)  of the Agreement is accurate as of the
last day of the 20___ calendar year.

        Capitalized  terms used and not defined  herein  shall have the meanings
given such terms in the Agreement.

     IN  WITNESS   THEREOF,   I  have  duly  executed  this  certificate  as  of
____________, 20___


                                                          Name:
                                                          Title:


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