Financial Guaranty Insurance Company                                COPY
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001

Surety Bond

Form 9133
Page 1 of 4



Issuer: RASC Series 2000-KS5 Trust           Policy Number:  00010880
                                             Control Number:  0010001

Insured Obligations:
$850,000,000  in  principal   amount  of  Home  Equity   Mortgage   Asset-Backed
Pass-Through  Certificates,   Series  2000-KS5,  Class  A-II  (the  "Class  A-II
Certificates")

Trustee:  Bank One, National Association


Financial Guaranty Insurance Company  ("Financial  Guaranty"),  a New York stock
insurance  company,  in  consideration  of the right of  Financial  Guaranty  to
receive monthly premiums pursuant to the Pooling and Servicing Agreement and the
Insurance Agreement referred to therein, and subject to the terms of this Surety
Bond, hereby  unconditionally and irrevocably agrees to pay each Insured Amount,
to the extent set forth in the  Pooling  and  Servicing  Agreement  (as  defined
below), to the Trustee named above or its successor,  as trustee for the Holders
of the Class A-II Certificates, except as otherwise provided herein with respect
to preference  amounts.  Capitalized terms used and not otherwise defined herein
shall have the  meanings  assigned to such terms in the  Pooling  and  Servicing
Agreement as in effect and executed on the date hereof.

The  term  "Deficiency  Amount"  shall  mean  with  respect  to the  Class  A-II
Certificates as of any Distribution Date, (i) any shortfall in amounts available
in the  Certificate  Account on that  Distribution  Date to pay interest for the
related  Interest  Accrual Period on the  Certificate  Principal  Balance of the
Class A-II  Certificates at the  then-applicable  Pass-Through  Rate, net of any
interest shortfalls relating to the Relief Act, any Group II Prepayment Interest
Shortfalls  and  any  Basis  Risk   Shortfalls   allocated  to  the  Class  A-II
Certificates, (ii) the principal portion of any Realized Losses allocated to the
Class A-II  Certificates  with respect to such  Distribution  Date and (iii) the
Certificate Principal Balance of any Class A-II Certificate to the extent unpaid
on its Scheduled  Final  Distribution  Date or earlier  termination of the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.

The term "Insured  Amount" for any  Distribution  Date means (1) any  Deficiency
Amount  for such  Distribution  Date and (2) any  Preference  Amount  to be paid
pursuant to the terms of this Surety Bond on the Distribution Date.


<PAGE>


The term "Scheduled  Final  Distribution  Date" for the Class A-II  Certificates
means the Distribution Date occurring in December, 2031.

Financial  Guaranty will pay a Deficiency  Amount with respect to the Class A-II
Certificates  by 12:00 noon (New York City Time) in immediately  available funds
to the Trustee on the later of (i) the Business Day  following  the Business Day
on which Financial  Guaranty shall have received Notice that a Deficiency Amount
is due in respect of the Class A-II  Certificates and (ii) the Distribution Date
on which the related  Deficiency  Amount is  distributable to the Holders of the
Class A-II  Certificates  pursuant to the Pooling and Servicing  Agreement,  for
disbursement to the Holders of the Class A-II Certificates in the same manner as
other  payments with respect to the Class A-II  Certificates  are required to be
made. Any Notice  received by Financial  Guaranty after 12:00 noon New York City
time on a given  Business  Day or on any day that is not a Business Day shall be
deemed  to have been  received  by  Financial  Guaranty  on the next  succeeding
Business Day.

Upon  payment  of  a  Deficiency  Amount,  Financial  Guaranty  shall  be  fully
subrogated  to the  rights of the  Holders  of the Class  A-II  Certificates  to
receive the amount so paid. Financial Guaranty's obligations with respect to the
Class A-II  Certificates  hereunder with respect to each Distribution Date shall
be discharged to the extent funds  consisting of the related  Deficiency  Amount
are  received  by the  Trustee  on  behalf  of the  Holders  of the  Class  A-II
Certificates  for  payment to such  Holders,  as  provided  in the  Pooling  and
Servicing  Agreement and herein,  whether or not such funds are properly applied
by the Trustee.

If any  portion  or all of  any  amount  that  is  insured  hereunder  that  was
previously distributed to a holder of Class A-II Certificates is recoverable and
recovered  from such Holder as a voidable  preference by a trustee in bankruptcy
pursuant to the U.S. Bankruptcy Code, pursuant to a final  non-appealable  order
of a court exercising proper jurisdiction in an insolvency  proceeding (a "Final
Order") (such recovered amount, a "Preference Amount"),  Financial Guaranty will
pay on the guarantee described in the first paragraph hereof, an amount equal to
each such Preference  Amount by 12:00 noon on the next  Distribution  Date after
the Business Day following receipt by Financial Guaranty of (x) a certified copy
of the Final  Order,  (y) an  assignment,  in form  reasonably  satisfactory  to
Financial Guaranty,  irrevocably  assigning to Financial Guaranty all rights and
claims of the Trustee and/or such Holder of the Class A-II Certificates relating
to or arising under such Preference Amount and appointing  Financial Guaranty as
the agent of the  Trustee  and/or  such  Holder in  respect  of such  Preference
Amount, and (z) a Notice appropriately  completed and executed by the Trustee or
such  Holder,  as the case may be. Such payment  shall be made to the  receiver,
conservator,  debtor-in-possession  or trustee in bankruptcy  named in the Final
Order  and not to the  Trustee  or Holder of Class  A-II  Certificates  directly
(unless  the  Holder  has   previously   paid  such  amount  to  such  receiver,
conservator,  debtor-in-possession or trustee named in such Final Order in which

                                        2

<PAGE>


case payment  shall be made to the Trustee for  distribution  to the Holder upon
proof  of  such  payment   reasonably   satisfactory  to  Financial   Guaranty).
Notwithstanding  the  foregoing,  in no event  shall  Financial  Guaranty be (i)
required to make any payment under this Surety Bond in respect of any Preference
Amount to the extent such Preference  Amount is comprised of amounts  previously
paid by Financial Guaranty  hereunder,  or (ii) obligated to make any payment in
respect of any  Preference  Amount,  which  payment  represents a payment of the
principal  amount of any Class A-II  Certificates,  prior to the time  Financial
Guaranty otherwise would have been required to make a payment in respect of such
principal,  in which  case  Financial  Guaranty  shall  pay the  balance  of the
Preference Amount when such amount otherwise would have been required.

Any of the  documents  required  under  clauses (x) through (z) of the preceding
paragraph that are received by Financial Guaranty after 12:00 noon New York City
time on a given  Business  Day or on any day that is not a Business Day shall be
deemed  to have been  received  by  Financial  Guaranty  on the next  succeeding
Business  Day. All payments made by Financial  Guaranty  hereunder in respect of
Preference Amounts will be made with Financial Guaranty's own funds.

This Surety Bond is non-cancelable for any reason,  including  nonpayment of any
premium.  The  premium on this  Surety  Bond is not  refundable  for any reason,
including the payment of any Class A-II  Certificates  prior to their respective
maturities.  This Surety Bond shall expire and  terminate  without any action on
the part of Financial Guaranty or any other Person on the date that is the later
of (i) the date  that is one year and one day  following  the date on which  the
Class A-II Certificates  shall have been paid in full and (ii) if any insolvency
proceeding  with respect to which the Depositor is the debtor has been commenced
on or prior to the date  specified  in clause (i) above,  the 30th day after the
entry of a final,  non-appealable  order in  resolution  or  settlement  of such
proceeding.

A monthly premium shall be due and payable in arrears as provided in the Pooling
and Servicing Agreement.

This Surety Bond is subject to and shall be governed by the laws of the State of
New York.  The proper  venue for any action or  proceeding  on this  Surety Bond
shall be the County of New York,  State of New York.  The insurance  provided by
this  Surety  Bond is not  covered by the New York  Property/Casualty  Insurance
Security Fund (New York Insurance Code, Article 76).

"Notice"  means a written notice in the form of Exhibit A to this Surety Bond by
registered or certified mail or telephonic or telegraphic  notice,  subsequently
confirmed by written notice delivered via telecopy,  telex or hand delivery from
the Trustee to Financial Guaranty  specifying the information set forth therein.
"Holder" means, as to a particular  Class A-II  Certificate,  the person,  other
than the Master Servicer, any subservicer retained by the Master Servicer or the

                                        3

<PAGE>


Depositor who, on the applicable  Distribution Date, is entitled under the terms
of such Class A-II Certificate to a distribution thereon. "Pooling and Servicing
Agreement" means the Pooling and Servicing  Agreement relating to the Class A-II
Certificates  by  and  among  Residential  Asset  Securities   Corporation,   as
Depositor,  Residential Funding Corporation,  as Master Servicer,  and Bank One,
National Association, as Trustee, dated as of December 1, 2000.

In the event that payments  under any Class A-II  Certificate  are  accelerated,
nothing herein contained shall obligate  Financial  Guaranty to make any payment
of principal or interest on such Class A-II Certificate on an accelerated basis,
unless such acceleration of payment by Financial  Guaranty is at the sole option
of Financial  Guaranty;  it being understood that a payment shortfall in respect
of the redemption of any Class A-II Certificates by reason of the termination of
the Trust Fund  pursuant to Article IX of the Pooling  and  Servicing  Agreement
does not constitute acceleration for the purposes hereof.

IN WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be affixed
with its  corporate  seal and to be signed  by its duly  authorized  officer  in
facsimile to become  effective and binding upon Financial  Guaranty by virtue of
the countersignature of its duly authorized representative.



President                                    Authorized Representative

Effective Date:  December 28, 2000


                                        4


<PAGE>


                                    EXHIBIT A

                              NOTICE OF NONPAYMENT
                    AND DEMAND FOR PAYMENT OF INSURED AMOUNTS

To:            Financial Guaranty Insurance Company
               115 Broadway
               New York, New York 10006
               (212) 312-3000
               Attention:    General Counsel

               Telephone: (212) 312-3000
               Telecopier:  (212) 312-3220

Re:            RASC Series 2000-KS5 Trust
               Home Equity Mortgage Asset-Backed
               Pass-Through Certificates, Series 2000-KS5,
               Class A-II (the "Class A-II Certificates")
               Policy No.  00010880 (the "Surety Bond")

Distribution Date:    ___________________________

We refer to that certain Pooling and Servicing  Agreement,  dated as of December
1, 2000, by and among  Residential Asset Securities  Corporation,  as Depositor,
Residential  Funding  Corporation,  as Master Servicer,  and Bank One,  National
Association, as Trustee (the "Pooling and Servicing Agreement"), relating to the
above referenced Class A-II  Certificates.  All capitalized  terms not otherwise
defined  herein or in the Surety  Bond shall have the same  respective  meanings
assigned to such terms in the Pooling and Servicing Agreement.

(a) The Trustee has determined under the Pooling and Servicing Agreement that in
respect of such Distribution Date:

(1)  The insured portion of the  distribution on the Class A-II  Certificates in
     respect  of  the   Distribution   Date  that  is  due  to  be  received  on
     ______________  under the  Pooling  and  Servicing  Agreement,  is equal to
     $_____________,  consisting of (A) $ ___________  in respect of interest on
     the Class A-II Certificates  (net of any shortfalls  relating to the Relief
     Act and any Group I Prepayment Interest  shortfalls  allocated to the Class
     A-I  Certificates  and any Basis Risk  Shortfalls) and (B) $ ___________ in
     respect of the principal  portion of Realized Losses allocated to the Class
     A-II Certificates.

(2)  [The amount to be paid to the Holders of the Class A-II Certificates on the
     Final Distribution Date, which occurs on _____________, is $____________.]

(3)  The amounts available in the Certificate  Account to be distributed on such
     Distribution  Date on the Class A-II  Certificates  pursuant to the Pooling
     and Servicing Agreement in payment of the items identified in items (1) and
     (2) above, as reduced by any portion thereof that has been deposited in the

                                        A-1

<PAGE>


     Certificate Account but may not be withdrawn therefrom pursuant to an order
     of a United States  bankruptcy court of competent  jurisdiction  imposing a
     stay  pursuant to Section 362 of the United  States  Bankruptcy  Code),  is
     $_______________.

        Please be advised that, accordingly,  a Deficiency Amount exists for the
Distribution Date identified above for the Class A-II Certificates in the amount
of $__________.  This Deficiency Amount constitutes an Insured Amount payable by
the Insurer under the Surety Bond.

[In addition,  attached hereto is a copy of the Final Order in connection with a
Preference  Amount in the amount set forth therein,  together with an assignment
of rights  and  appointment  of agent.  The amount of the  Preference  Amount is
$______________. This Preference Amount constitutes an Insured Amount payable by
the Insurer under the Surety Bond.]

Accordingly,  pursuant to the Pooling and Servicing  Agreement,  this  statement
constitutes  a notice for  payment of an  Insured  Amount by the  Insurer in the
amount of $_______________ under the Surety Bond.

(b)  No payment  claimed  hereunder is in excess of the amount payable under the
     Surety Bond.

     The  amount   requested  in  this  Notice  should  be  paid  to:   [Payment
Instructions]

Any person who  knowingly  and with intent to defraud any  insurance  company or
other person files an application for insurance or statement of claim containing
any  materially  false  information  or conceals for the purpose of  misleading,
information concerning any fact material thereto, commits a fraudulent insurance
act,  which is a crime,  and shall  also be subject  to a civil  penalty  not to
exceed Five Thousand  Dollars  ($5,000.00) and the stated value of the claim for
each such violation.

        IN WITNESS  WHEREOF,  the Trustee has executed and delivered this Notice
of  Nonpayment  and Demand for  Payment  of  Insured  Amounts  this _____ day of
______________________.



                                    __________________________________________,
                                    as Trustee

                                    By:     ___________________________________

                                    Title:  ___________________________________


                                        A-2

<PAGE>







Financial Guaranty Insurance Company                              COPY
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001

Surety Bond

Form 9133
Page 1 of 4



Issuer: RASC Series 2000-KS5 Trust              Policy Number:  00010879
                                                Control Number:  0010001

Insured Obligations:
$500,000,000  in  principal   amount  of  Home  Equity   Mortgage   Asset-Backed
Pass-Through  Certificates,  Series 2000-KS5,  Class A-I-1,  Class A-I-2,  Class
A-I-3,  Class A-I-4, Class A-I-5 and Class A-I-6  (collectively,  the "Class A-I
Certificates")

Trustee:  Bank One, National Association


Financial Guaranty Insurance Company  ("Financial  Guaranty"),  a New York stock
insurance  company,  in  consideration  of the right of  Financial  Guaranty  to
receive monthly premiums pursuant to the Pooling and Servicing Agreement and the
Insurance Agreement referred to therein, and subject to the terms of this Surety
Bond, hereby  unconditionally and irrevocably agrees to pay each Insured Amount,
to the extent set forth in the  Pooling  and  Servicing  Agreement  (as  defined
below), to the Trustee named above or its successor,  as trustee for the Holders
of the Class A-I Certificates,  except as otherwise provided herein with respect
to preference  amounts.  Capitalized terms used and not otherwise defined herein
shall have the  meanings  assigned to such terms in the  Pooling  and  Servicing
Agreement as in effect and executed on the date hereof.

The  term  "Deficiency  Amount"  shall  mean  with  respect  to  the  Class  A-I
Certificates as of any Distribution Date, (i) any shortfall in amounts available
in the  Certificate  Account on that  Distribution  Date to pay interest for the
related  Interest  Accrual Period on the  Certificate  Principal  Balance of the
Class A-I  Certificates  at the  then-applicable  Pass-Through  Rate, net of any
interest  shortfalls  relating  to the  Relief  Act and any  Group I  Prepayment
Interest Shortfalls allocated to the Class A-I Certificates,  (ii) the principal
portion of any  Realized  Losses  allocated to the Class A-I  Certificates  with
respect to such Distribution Date and (iii) the Certificate Principal Balance of
any  Class  A-I  Certificate  to  the  extent  unpaid  on  its  Scheduled  Final
Distribution Date or earlier termination of the Trust Fund pursuant to the terms
of the Pooling and Servicing Agreement.


                                        1

<PAGE>


The term "Insured  Amount" for any  Distribution  Date means (1) any  Deficiency
Amount  for such  Distribution  Date and (2) any  Preference  Amount  to be paid
pursuant to the terms of this Surety Bond on the Distribution Date.

The term  "Scheduled  Final  Distribution  Date" for each Class of the Class A-I
Certificates means the Distribution Date occurring in December, 2031.

Financial  Guaranty  will pay a Deficiency  Amount with respect to the Class A-I
Certificates  by 12:00 noon (New York City Time) in immediately  available funds
to the Trustee on the later of (i) the Business Day  following  the Business Day
on which Financial  Guaranty shall have received Notice that a Deficiency Amount
is due in respect of the Class A-I Certificates  and (ii) the Distribution  Date
on which the related  Deficiency  Amount is  distributable to the Holders of the
Class A-I  Certificates  pursuant to the Pooling and  Servicing  Agreement,  for
disbursement to the Holders of the Class A-I  Certificates in the same manner as
other  payments  with respect to the Class A-I  Certificates  are required to be
made. Any Notice  received by Financial  Guaranty after 12:00 noon New York City
time on a given  Business  Day or on any day that is not a Business Day shall be
deemed  to have been  received  by  Financial  Guaranty  on the next  succeeding
Business Day.

Upon  payment  of  a  Deficiency  Amount,  Financial  Guaranty  shall  be  fully
subrogated to the rights of the Holders of the Class A-I Certificates to receive
the amount so paid. Financial  Guaranty's  obligations with respect to the Class
A-I  Certificates  hereunder  with  respect to each  Distribution  Date shall be
discharged to the extent funds consisting of the related  Deficiency  Amount are
received by the  Trustee on behalf of the Holders of the Class A-I  Certificates
for payment to such Holders,  as provided in the Pooling and Servicing Agreement
and herein, whether or not such funds are properly applied by the Trustee.

If any  portion  or all of  any  amount  that  is  insured  hereunder  that  was
previously  distributed to a holder of Class A-I Certificates is recoverable and
recovered  from such Holder as a voidable  preference by a trustee in bankruptcy
pursuant to the U.S. Bankruptcy Code, pursuant to a final  non-appealable  order
of a court exercising proper jurisdiction in an insolvency  proceeding (a "Final
Order") (such recovered amount, a "Preference Amount"),  Financial Guaranty will
pay on the guarantee described in the first paragraph hereof, an amount equal to
each such Preference  Amount by 12:00 noon on the next  Distribution  Date after
the Business Day following receipt by Financial Guaranty of (x) a certified copy
of the Final  Order,  (y) an  assignment,  in form  reasonably  satisfactory  to
Financial Guaranty,  irrevocably  assigning to Financial Guaranty all rights and
claims of the Trustee and/or such Holder of the Class A-I Certificates  relating
to or arising under such Preference Amount and appointing  Financial Guaranty as
the agent of the  Trustee  and/or  such  Holder in  respect  of such  Preference
Amount, and (z) a Notice appropriately  completed and executed by the Trustee or
such  Holder,  as the case may be. Such payment  shall be made to the  receiver,
conservator,  debtor-in-possession  or trustee in bankruptcy  named in the Final
Order  and not to the  Trustee  or Holder  of Class  A-I  Certificates  directly

                                        2

<PAGE>


(unless  the  Holder  has   previously   paid  such  amount  to  such  receiver,
conservator,  debtor-in-possession or trustee named in such Final Order in which
case payment  shall be made to the Trustee for  distribution  to the Holder upon
proof  of  such  payment   reasonably   satisfactory  to  Financial   Guaranty).
Notwithstanding  the  foregoing,  in no event  shall  Financial  Guaranty be (i)
required to make any payment under this Surety Bond in respect of any Preference
Amount to the extent such Preference  Amount is comprised of amounts  previously
paid by Financial Guaranty  hereunder,  or (ii) obligated to make any payment in
respect of any  Preference  Amount,  which  payment  represents a payment of the
principal  amount  of any Class A-I  Certificates,  prior to the time  Financial
Guaranty otherwise would have been required to make a payment in respect of such
principal,  in which  case  Financial  Guaranty  shall  pay the  balance  of the
Preference Amount when such amount otherwise would have been required.

Any of the  documents  required  under  clauses (x) through (z) of the preceding
paragraph that are received by Financial Guaranty after 12:00 noon New York City
time on a given  Business  Day or on any day that is not a Business Day shall be
deemed  to have been  received  by  Financial  Guaranty  on the next  succeeding
Business  Day. All payments made by Financial  Guaranty  hereunder in respect of
Preference Amounts will be made with Financial Guaranty's own funds.

This Surety Bond is non-cancelable for any reason,  including  nonpayment of any
premium.  The  premium on this  Surety  Bond is not  refundable  for any reason,
including the payment of any Class A-I  Certificates  prior to their  respective
maturities.  This Surety Bond shall expire and  terminate  without any action on
the part of Financial Guaranty or any other Person on the date that is the later
of (i) the date  that is one year and one day  following  the date on which  the
Class A-I  Certificates  shall have been paid in full and (ii) if any insolvency
proceeding  with respect to which the Depositor is the debtor has been commenced
on or prior to the date  specified  in clause (i) above,  the 30th day after the
entry of a final,  non-appealable  order in  resolution  or  settlement  of such
proceeding.

A monthly premium shall be due and payable in arrears as provided in the Pooling
and Servicing Agreement.

This Surety Bond is subject to and shall be governed by the laws of the State of
New York.  The proper  venue for any action or  proceeding  on this  Surety Bond
shall be the County of New York,  State of New York.  The insurance  provided by
this  Surety  Bond is not  covered by the New York  Property/Casualty  Insurance
Security Fund (New York Insurance Code, Article 76).

"Notice"  means a written notice in the form of Exhibit A to this Surety Bond by
registered or certified mail or telephonic or telegraphic  notice,  subsequently
confirmed by written notice delivered via telecopy,  telex or hand delivery from

                                        3

<PAGE>


the Trustee to Financial Guaranty  specifying the information set forth therein.
"Holder" means, as to a particular Class A-I Certificate, the person, other than
the Master  Servicer,  any  subservicer  retained by the Master  Servicer or the
Depositor who, on the applicable  Distribution Date, is entitled under the terms
of such Class A-I Certificate to a distribution thereon.  "Pooling and Servicing
Agreement" means the Pooling and Servicing  Agreement  relating to the Class A-I
Certificates  by  and  among  Residential  Asset  Securities   Corporation,   as
Depositor,  Residential Funding Corporation,  as Master Servicer,  and Bank One,
National Association, as Trustee, dated as of December 1, 2000.

In the event that  payments  under any Class A-I  Certificate  are  accelerated,
nothing herein contained shall obligate  Financial  Guaranty to make any payment
of principal or interest on such Class A-I Certificate on an accelerated  basis,
unless such acceleration of payment by Financial  Guaranty is at the sole option
of Financial  Guaranty;  it being understood that a payment shortfall in respect
of the redemption of any Class A-I  Certificates by reason of the termination of
the Trust Fund  pursuant to Article IX of the Pooling  and  Servicing  Agreement
does not constitute acceleration for the purposes hereof.

IN WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be affixed
with its  corporate  seal and to be signed  by its duly  authorized  officer  in
facsimile to become  effective and binding upon Financial  Guaranty by virtue of
the countersignature of its duly authorized representative.



President                                         Authorized Representative

Effective Date:  December 28, 2000



                                        4

<PAGE>

                                    EXHIBIT A

                              NOTICE OF NONPAYMENT
                    AND DEMAND FOR PAYMENT OF INSURED AMOUNTS

To:            Financial Guaranty Insurance Company
               115 Broadway
               New York, New York 10006
               (212) 312-3000
               Attention:    General Counsel

               Telephone: (212) 312-3000
               Telecopier:  (212) 312-3220

Re:            RASC Series 2000-KS5 Trust
               Home Equity Mortgage Asset-Backed
               Pass-Through Certificates, Series 2000-KS5,
               Class A-I-1, Class A-I-2, Class A-I-3,
               Class A-I-4, Class A-I-5 and Class A-I-6
               (the "Class A-I Certificates")
               Policy No.  00010879 (the "Surety Bond")

Distribution Date:    ___________________________

We refer to that certain Pooling and Servicing  Agreement,  dated as of December
1, 2000, by and among  Residential Asset Securities  Corporation,  as Depositor,
Residential  Funding  Corporation,  as Master Servicer,  and Bank One,  National
Association, as Trustee (the "Pooling and Servicing Agreement"), relating to the
above referenced  Class A-I  Certificates.  All capitalized  terms not otherwise
defined  herein or in the Surety  Bond shall have the same  respective  meanings
assigned to such terms in the Pooling and Servicing Agreement.

(a) The Trustee has determined under the Pooling and Servicing Agreement that in
respect of such Distribution Date:

(1)     The insured portion of the distribution on the Class A-I Certificates in
        respect  of  the  Distribution  Date  that  is  due  to be  received  on
        ______________  under the Pooling and Servicing  Agreement,  is equal to
        $_____________,  consisting of (A) $ ___________  in respect of interest
        on the Class A-I  Certificates  (net of any  shortfalls  relating to the
        Relief Act and any Group I Prepayment Interest  shortfalls  allocated to
        the Class A-I  Certificates)  and (B) $  ___________  in  respect of the
        principal  portion  of  Realized  Losses  allocated  to  the  Class  A-I
        Certificates.

(2)  [The amount to be paid to the Holders of the Class A-I  Certificates on the
     Final Distribution Date, which occurs on _____________, is $____________.]


                                        A-1

<PAGE>


(3)     The amounts  available in the  Certificate  Account to be distributed on
        such  Distribution  Date on the Class A-I  Certificates  pursuant to the
        Pooling and  Servicing  Agreement in payment of the items  identified in
        items (1) and (2) above, as reduced by any portion thereof that has been
        deposited in the Certificate  Account but may not be withdrawn therefrom
        pursuant to an order of a United  States  bankruptcy  court of competent
        jurisdiction  imposing  a stay  pursuant  to  Section  362 of the United
        States Bankruptcy Code), is $_______________.

        Please be advised that, accordingly,  a Deficiency Amount exists for the
Distribution  Date identified above for the Class A-I Certificates in the amount
of $__________.  This Deficiency Amount constitutes an Insured Amount payable by
the Insurer under the Surety Bond.

[In addition,  attached hereto is a copy of the Final Order in connection with a
Preference  Amount in the amount set forth therein,  together with an assignment
of rights  and  appointment  of agent.  The amount of the  Preference  Amount is
$______________. This Preference Amount constitutes an Insured Amount payable by
the Insurer under the Surety Bond.]

Accordingly,  pursuant to the Pooling and Servicing  Agreement,  this  statement
constitutes  a notice for  payment of an  Insured  Amount by the  Insurer in the
amount of $_______________ under the Surety Bond.

(b)  No payment  claimed  hereunder is in excess of the amount payable under the
     Surety Bond.

The amount requested in this Notice should be paid to: [Payment Instructions]

Any person who  knowingly  and with intent to defraud any  insurance  company or
other person files an application for insurance or statement of claim containing
any  materially  false  information  or conceals for the purpose of  misleading,
information concerning any fact material thereto, commits a fraudulent insurance
act,  which is a crime,  and shall  also be subject  to a civil  penalty  not to
exceed Five Thousand  Dollars  ($5,000.00) and the stated value of the claim for
each such violation.

        IN WITNESS  WHEREOF,  the Trustee has executed and delivered this Notice
of  Nonpayment  and Demand for  Payment  of  Insured  Amounts  this _____ day of
______________________.



                                    ___________________________________________,
                                    as Trustee

                                    By:     ___________________________________

                                    Title:  ___________________________________



                                        A-2

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