EXHIBITS

<PAGE>

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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                   Depositor,

                        RESIDENTIAL FUNDING CORPORATION,

                                Master Servicer,

                                       and

                            THE CHASE MANHATTAN BANK

                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2000




                 Mortgage Asset-Backed Pass-Through Certificates

                                 Series 2000-RZ2


================================================================================

<PAGE>



<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                               Page

                                                     ARTICLE I

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


                                       (i)

<PAGE>



                           Class M-2 Interest Distribution Amount...............................................-9-
                           Class M-2 Principal Distribution Amount..............................................-9-
                           Class M-3 Certificate...............................................................-10-
                           Class M-3 Interest Distribution Amount..............................................-10-
                           Class M-3 Principal Distribution Amount.............................................-10-
                           Class R Certificate.................................................................-10-
                           Class R-I Certificate...............................................................-11-
                           Class R-II Certificate..............................................................-11-
                           Class SB Certificate................................................................-11-
                           Closing Date........................................................................-11-
                           Code     ...........................................................................-11-
                           Compensating Interest...............................................................-11-
                           Corporate Trust Office..............................................................-11-
                           Curtailment.........................................................................-11-
                           Custodial Account...................................................................-11-
                           Custodial Agreement.................................................................-12-
                           Custodian...........................................................................-12-
                           Cut-off Date........................................................................-12-
                           Cut-off Date Balance................................................................-12-
                           Cut-off Date Principal Balance......................................................-12-
                           Debt Service Reduction..............................................................-12-
                           Deficient Valuation.................................................................-12-
                           Definitive Certificate..............................................................-12-
                           Deleted Mortgage Loan...............................................................-12-
                           Delinquent..........................................................................-12-
                           Depository..........................................................................-13-
                           Depository Participant..............................................................-13-
                           Destroyed Mortgage Note.............................................................-13-
                           Determination Date..................................................................-13-
                           Disqualified Organization...........................................................-13-
                           Distribution Date...................................................................-13-
                           Diverted Excess Spread..............................................................-13-
                           Due Date ...........................................................................-14-
                           Due Period..........................................................................-14-
                           Eligible Account....................................................................-14-
                           ERISA    ...........................................................................-14-
                           Event of Default....................................................................-14-
                           Excess Bankruptcy Loss..............................................................-14-
                           Excess Cash Flow....................................................................-14-
                           Excess Fraud Loss...................................................................-15-
                           Excess Loss.........................................................................-15-
                           Excess Overcollateralization Amount.................................................-15-
                           Excess Special Hazard Loss..........................................................-15-
                           Extraordinary Events................................................................-15-
                           Extraordinary Losses................................................................-16-
                           Fannie Mae..........................................................................-16-


                                      (ii)

<PAGE>



                           FASIT    ...........................................................................-16-
                           FDIC     ...........................................................................-16-
                           FHA      ...........................................................................-16-
                           Final Distribution Date.............................................................-16-
                           Fitch    ...........................................................................-16-
                           Foreclosure Profits.................................................................-16-
                           Fraud Loss Amount...................................................................-16-
                           Fraud Losses........................................................................-17-
                           Freddie Mac.........................................................................-17-
                           HomeComings.........................................................................-17-
                           Independent.........................................................................-17-
                           Initial Certificate Principal Balance...............................................-17-
                           Insurance Proceeds..................................................................-17-
                           Interest Accrual Period.............................................................-18-
                           Interest Distribution Amount........................................................-18-
                           Late Collections....................................................................-18-
                           LIBOR    ...........................................................................-18-
                           LIBOR Business Day..................................................................-18-
                           LIBOR Rate Adjustment Date..........................................................-18-
                           Liquidation Proceeds................................................................-18-
                           Loan-to-Value Ratio.................................................................-18-
                           Marker Rate.........................................................................-18-
                           Maturity Date.......................................................................-19-
                           MERS     ...........................................................................-19-
                           MERS(R)System........................................................................-19-
                           MIN      ...........................................................................-19-
                           Modified Mortgage Loan..............................................................-19-
                           Modified Net Mortgage Rate..........................................................-19-
                           MOM Loan ...........................................................................-20-
                           Monthly Payment.....................................................................-20-
                           Moody's  ...........................................................................-20-
                           Mortgage ...........................................................................-20-
                           Mortgage File.......................................................................-20-
                           Mortgage Loans......................................................................-20-
                           Mortgage Loan Schedule..............................................................-20-
                           Mortgage Note.......................................................................-21-
                           Mortgage Rate.......................................................................-21-
                           Mortgaged Property..................................................................-21-
                           Mortgagor...........................................................................-21-
                           Net Mortgage Rate...................................................................-21-
                           Non-Primary Residence Loans.........................................................-22-
                           Non-United States Person............................................................-22-
                           Nonrecoverable Advance..............................................................-22-
                           Nonsubserviced Mortgage Loan........................................................-22-
                           Notice   ...........................................................................-22-
                           Officers' Certificate...............................................................-22-


                                      (iii)

<PAGE>



                           Opinion of Counsel..................................................................-22-
                           Optional Termination Date...........................................................-22-
                           Outstanding Mortgage Loan...........................................................-22-
                           Overcollateralization Amount........................................................-22-
                           Overcollateralization Increase Amount...............................................-23-
                           Overcollateralization Reduction Amount..............................................-23-
                           Ownership Interest..................................................................-23-
                           Pass-Through Rate...................................................................-23-
                           Paying Agent........................................................................-25-
                           Percentage Interest.................................................................-25-
                           Permitted Investments...............................................................-25-
                           Permitted Transferee................................................................-26-
                           Person   ...........................................................................-26-
                           Pool Stated Principal Balance.......................................................-27-
                           Prepayment Assumption...............................................................-27-
                           Prepayment Interest Shortfall.......................................................-27-
                           Prepayment Period...................................................................-27-
                           Primary Insurance Policy............................................................-27-
                           Principal Distribution Amount.......................................................-27-
                           Principal Prepayment................................................................-28-
                           Principal Prepayment in Full........................................................-28-
                           Principal Remittance Amount.........................................................-28-
                           Program Guide.......................................................................-28-
                           Purchase Price......................................................................-28-
                           Qualified Substitute Mortgage Loan..................................................-29-
                           Rating Agency.......................................................................-29-
                           Realized Loss.......................................................................-29-
                           Record Date.........................................................................-30-
                           Regular Interest....................................................................-30-
                           Relief Act..........................................................................-30-
                           REMIC    ...........................................................................-30-
                           REMIC Administrator.................................................................-30-
                           REMIC I  ...........................................................................-30-
                           REMIC I  INTEREST LOSS ALLOCATION AMOUNT............................................-31-
                           ----------------------------------------
                           REMIC I  Overcollateralized Amount..................................................-31-
                           REMIC I Principal Loss Allocation Amount............................................-31-
                           REMIC I Regular Interest LT1........................................................-31-
                           REMIC I Regular Interest LT2........................................................-31-
                           REMIC I Regular Interest LT3........................................................-31-
                           REMIC I Regular Interest LT4........................................................-31-
                           REMIC I Regular Interest LT5........................................................-32-
                           REMIC I Regular Interest LT6........................................................-32-
                           REMIC I Regular Interest LT7........................................................-32-
                           REMIC I Regular Interest LT8........................................................-32-
                           REMIC I Regular Interest LT9........................................................-32-
                           REMIC I Regular Interest LT10.......................................................-32-


                                      (iv)

<PAGE>



                           REMIC I Regular Interest LT10 Maximum Interest Deferral Amount......................-32-
                           REMIC I Required Overcollateralized Amount..........................................-33-
                           REMIC Provisions....................................................................-33-
                           REO Acquisition.....................................................................-33-
                           REO Disposition.....................................................................-33-
                           REO Imputed Interest................................................................-33-
                           REO Proceeds........................................................................-33-
                           REO Property........................................................................-34-
                           Repurchase Event....................................................................-34-
                           Request for Release.................................................................-34-
                           Required Insurance Policy...........................................................-34-
                           Required Overcollateralization Amount...............................................-34-
                           Residential Funding.................................................................-34-
                           Responsible Officer.................................................................-34-
                           Servicing Accounts..................................................................-34-
                           Servicing Advances..................................................................-34-
                           Servicing Fee.......................................................................-35-
                           Servicing Fee Rate..................................................................-35-
                           Servicing Modification..............................................................-35-
                           Servicing Officer...................................................................-35-
                           Sixty-Plus Delinquency Percentage...................................................-35-
                           Special Hazard Amount...............................................................-35-
                           Special Hazard Loss.................................................................-36-
                           Standard & Poor's...................................................................-36-
                           Startup Date........................................................................-36-
                           Stated Principal Balance............................................................-36-
                           Stepdown Date.......................................................................-37-
                           Subordination.......................................................................-37-
                           Subserviced Mortgage Loan...........................................................-37-
                           Subservicer.........................................................................-37-
                           Subservicer Advance.................................................................-37-
                           Subservicing Account................................................................-37-
                           Subservicing Agreement..............................................................-37-
                           Subservicing Fee....................................................................-37-
                           Tax Returns.........................................................................-37-
                           Transfer ...........................................................................-38-
                           Transferee..........................................................................-38-
                           Transferor..........................................................................-38-
                           Trigger Event.......................................................................-38-
                           Trust Fund..........................................................................-38-
                           Uniform Single Attestation Program for Mortgage Bankers.............................-38-
                           Uncertificated Accrued Interest.....................................................-38-
                           Uncertificated Pass-Through Rate....................................................-39-
                           Uncertificated Principal Balance....................................................-39-
                           Uncertificated Regular Interests....................................................-40-


                                       (v)

<PAGE>



                           Uninsured Cause.....................................................................-40-
                           United States Person................................................................-40-
                           VA       ...........................................................................-40-
                           Voting Rights.......................................................................-40-
                           Weighted Average Net Mortgage Rate..................................................-40-
                           Weighted Average Actual/360 Net Mortgage Rate.......................................-40-
                  Section 1.02.     DETERMINATION OF LIBOR.....................................................-41-

                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES

                  Section 2.01.     CONVEYANCE OF MORTGAGE LOANS...............................................-42-
                  Section 2.02.     ACCEPTANCE BY TRUSTEE......................................................-45-
                  Section 2.03.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER AND THE
                                    DEPOSITOR..................................................................-46-
                  Section 2.04.     REPRESENTATIONS AND WARRANTIES OF RESIDENTIAL FUNDING......................-49-
                  Section 2.05.     EXECUTION AND AUTHENTICATION OF CERTIFICATES...............................-51-

                                                    ARTICLE III

                                           ADMINISTRATION AND SERVICING
                                                 OF MORTGAGE LOANS

                  Section 3.01.     MASTER SERVICER TO ACT AS SERVICER.........................................-52-
                  Section 3.02.     SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUBSERVICERS;
                                    ENFORCEMENT OF SUBSERVICERS' OBLIGATIONS; SPECIAL SERVICING................-53-
                  Section 3.03.     SUCCESSOR SUBSERVICERS.....................................................-54-
                  Section 3.04.     LIABILITY OF THE MASTER SERVICER...........................................-55-
                  Section 3.05.     NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE OR
                                    CERTIFICATEHOLDERS.........................................................-55-
                  Section 3.06.     ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY TRUSTEE............-55-
                  Section 3.07.     COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSITS TO CUSTODIAL
                                    ACCOUNT....................................................................-56-
                  Section 3.08.     SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS..................................-58-
                  Section 3.09.     ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE MORTGAGE
                                    LOANS......................................................................-59-
                  Section 3.10.     PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT...........................-60-
                  Section 3.11.     MAINTENANCE OF PRIMARY INSURANCE COVERAGE..................................-62-
                  Section 3.12.     MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND FIDELITY COVERAGE..........-62-
                  Section 3.13.     ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND MODIFICATION
                                    AGREEMENTS; CERTAIN ASSIGNMENTS............................................-64-
                  Section 3.14.     REALIZATION UPON DEFAULTED MORTGAGE LOANS..................................-66-
                  Section 3.15.     TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES............................-68-
                  Section 3.16.     SERVICING AND OTHER COMPENSATION; COMPENSATING INTEREST....................-69-


                                      (vi)

<PAGE>



                  Section 3.17.     REPORTS TO THE TRUSTEE AND THE DEPOSITOR...................................-71-
                  Section 3.18.     ANNUAL STATEMENT AS TO COMPLIANCE..........................................-71-
                  Section 3.19.     ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT....................-71-
                  Section 3.20.     RIGHT OF THE DEPOSITOR IN RESPECT OF THE MASTER SERVICER...................-72-

                                                    ARTICLE IV

                                          PAYMENTS TO CERTIFICATEHOLDERS

                  Section 4.01.     CERTIFICATE ACCOUNT........................................................-73-
                  Section 4.02.     DISTRIBUTIONS..............................................................-73-
                  Section 4.03.     STATEMENTS TO CERTIFICATEHOLDERS...........................................-78-
                  Section 4.04.     DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE DEPOSITOR; ADVANCES BY THE
                                    MASTER SERVICER............................................................-80-
                  Section 4.05.     ALLOCATION OF REALIZED LOSSES..............................................-81-
                  Section 4.06.     REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED PROPERTY..............-82-
                  Section 4.07.     OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS..............................-83-

                                                     ARTICLE V

                                                 THE CERTIFICATES

                  Section 5.01.     THE CERTIFICATES...........................................................-84-
                  Section 5.02.     REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES......................-85-
                  Section 5.03.     MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES..........................-91-
                  Section 5.04.     PERSONS DEEMED OWNERS......................................................-91-
                  Section 5.05.     APPOINTMENT OF PAYING AGENT................................................-91-
                  Section 5.06.     OPTIONAL PURCHASE OF CERTIFICATES..........................................-92-

                                                    ARTICLE VI

                                       THE DEPOSITOR AND THE MASTER SERVICER

                  Section 6.01.     RESPECTIVE LIABILITIES OF THE DEPOSITOR AND THE MASTER SERVICER............-94-
                  Section 6.02.     MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE MASTER SERVICER; ASSIGNMENT OF
                                    RIGHTS AND DELEGATION OF DUTIES BY MASTER SERVICER.........................-94-
                  Section 6.03.     LIMITATION ON LIABILITY OF THE DEPOSITOR, THE MASTER SERVICER AND OTHERS...-95-
                  Section 6.04.     DEPOSITOR AND MASTER SERVICER NOT TO RESIGN................................-96-

                                                    ARTICLE VII

                                                      DEFAULT

                  Section 7.01.     EVENTS OF DEFAULT..........................................................-97-
                  Section 7.02.     TRUSTEE OR DEPOSITOR TO ACT; APPOINTMENT OF SUCCESSOR......................-99-
                  Section 7.03.     NOTIFICATION TO CERTIFICATEHOLDERS........................................-100-


                                      (vii)

<PAGE>



                  Section 7.04.     WAIVER OF EVENTS OF DEFAULT...............................................-100-

                                                   ARTICLE VIII

                                              CONCERNING THE TRUSTEE

                  Section 8.01.     DUTIES OF TRUSTEE.........................................................-102-
                  Section 8.02.     CERTAIN MATTERS AFFECTING THE TRUSTEE.....................................-103-
                  Section 8.03.     TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.....................-105-
                  Section 8.04.     TRUSTEE MAY OWN CERTIFICATES..............................................-105-
                  Section 8.05.     MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES; INDEMNIFICATION.......-105-
                  Section 8.06.     ELIGIBILITY REQUIREMENTS FOR TRUSTEE......................................-106-
                  Section 8.07.     RESIGNATION AND REMOVAL OF THE TRUSTEE....................................-107-
                  Section 8.08.     SUCCESSOR TRUSTEE.........................................................-108-
                  Section 8.09.     MERGER OR CONSOLIDATION OF TRUSTEE........................................-108-
                  Section 8.10.     APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.............................-109-
                  Section 8.11.     APPOINTMENT OF CUSTODIANS.................................................-110-

                                                    ARTICLE IX

                                                    TERMINATION

                  Section 9.01.     TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR LIQUIDATION OF ALL
                                    MORTGAGE LOANS.............................................................111-
                  Section 9.02.     ADDITIONAL TERMINATION REQUIREMENTS.......................................-113-

                                                     ARTICLE X

                                                 REMIC PROVISIONS

                  Section 10.01.    REMIC ADMINISTRATION......................................................-115-
                  Section 10.02.    MASTER SERVICER, REMIC ADMINISTRATOR AND TRUSTEE INDEMNIFICATION..........-118-

                                                    ARTICLE XI

                                             MISCELLANEOUS PROVISIONS

                  Section 11.01.    AMENDMENT.................................................................-120-
                  Section 11.02.    RECORDATION OF AGREEMENT; COUNTERPARTS....................................-122-
                  Section 11.03.    LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS................................-123-
                  Section 11.04.    GOVERNING LAW.............................................................-124-
                  Section 11.05.    NOTICES...................................................................-124-
                  Section 11.06.    NOTICES TO RATING AGENCIES................................................-124-
                  Section 11.07.    SEVERABILITY OF PROVISIONS................................................-125-
                  Section 11.08.    SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION..............................-125-
</TABLE>



                                     (viii)

<PAGE>



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



                                      (ix)

<PAGE>



                  This Pooling and Servicing Agreement, effective as of November
1, 2000, among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor
(together with its permitted successors and assigns, the "Depositor"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and THE CHASE MANHATTAN BANK, a
national banking association, as trustee (together with its permitted successors
and assigns, the "Trustee").

                             PRELIMINARY STATEMENT:

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

                                     REMIC I

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




<TABLE>
<CAPTION>
                                 REMIC I                Initial Uncertificated             Latest Possible
    Designation              Remittance Rate                    Balance                     Maturity Date
----------------    ------------------------------   --------------------------     --------------------------
<S>                 <C>                              <C>                            <C>
        LT1                   Variable(1)            $         171,500,107.40              December 25, 2030
        LT2                   Variable(1)            $             232,930.00              December 25, 2030
        LT3                   Variable(1)            $             274,380.00              December 25, 2030
        LT4                   Variable(1)            $             248,060.00              December 25, 2030
        LT5                   Variable(1)            $             431,250.00              December 25, 2030
        LT6                   Variable(1)            $             344,630.00              December 25, 2030
        LT7                   Variable(1)            $             105,000.00              December 25, 2030
        LT8                   Variable(1)            $              56,880.00              December 25, 2030
        LT9                   Variable(1)            $              48,120.00              December 25, 2030
       LT10                   Variable(1)            $           1,758,752.20              December 25, 2030
</TABLE>

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


                                    REMIC II

                  As provided herein, the REMIC Administrator will elect to
treat the segregated pool of assets consisting of the REMIC I Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as REMIC II. The Class R-II Certificates will



<PAGE>



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


<TABLE>
<CAPTION>
                                            AGGREGATE INITIAL
                                PASS-          CERTIFICATE
                               THROUGH          PRINCIPAL
DESIGNATION      TYPE           RATE             BALANCE          FEATURES      MATURITY DATE       INITIAL RATINGS
-----------      ----           ----             -------          --------      -------------       ---------------
                                                                                                    S&P       MOODY'S
<S>             <C>        <C>              <C>                   <C>         <C>                   <C>       <C>
 Class A-1      Senior     Adjustable(1)(2)$      23,293,000.00    Senior     December 25, 2030     AAA         Aaa
 Class A-2      Senior          7.21%      $      27,438,000.00    Senior     December 25, 2030     AAA         Aaa
 Class A-3      Senior          7.30%      $      24,806,000.00    Senior     December 25, 2030     AAA         Aaa
 Class A-4      Senior          7.61%      $      43,125,000.00    Senior     December 25, 2030     AAA         Aaa
 Class A-5      Senior        7.98%(3)     $      34,463,000.00    Senior     December 25, 2030     AAA         Aaa
 Class M-1      Senior       8.26%(2)(3)   $      10,500,000.00    Senior     December 25, 2030      AA         Aa2
 Class M-2      Senior       8.50%(2)(3)   $       5,688,000.00    Senior     December 25, 2030      A          A2
 Class M-3      Senior       8.50%(2)(3)   $       4,812,000.00    Senior     December 25, 2030     BBB        Baa2
  Class SB    Subordinate   Adjustable(4)  $         875,109.65 Subordinate   December 25, 2030     N/R         N/R
 Class R-I     Residual          N/A                        N/A   Residual    December 25, 2030     N/R         N/R
 Class R-II    Residual          N/A                        N/A   Residual    December 25, 2030     N/R         N/R
</TABLE>

------------------
(1)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein.
(2)      Subject to a cap equal to the weighted average of the Net Mortgage
         Rates on the Mortgage Loans.
(3)      After the first Distribution Date after the first possible Optional
         Termination Date, the related Pass-Through Rate will increase by a per
         annum rate equal to 0.50%, subject to a cap equal to the weighted
         average of the Net Mortgage Rates on the Mortgage Loans.
(4)      The Class SB Certificates will accrue interest as described in the
         definition of Accrued Certificate Interest. The Class SB Certificates
         will not accrue interest on their Certificate Principal Balance.

                  The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to approximately $175,000,110. The Mortgage Loans are fixed-rate,
fully amortizing, first lien mortgage loans having terms to maturity at
origination of not more than 30 years.

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


                                       -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.

                  ACCRUED CERTIFICATE INTEREST: With respect to each
Distribution Date and the Class A Certificates and Class M Certificates,
interest accrued during the preceding Interest Accrual Period at the related
Pass-Through Rate less interest shortfalls from the Mortgage Loans, if any,
allocated thereto for such Distribution Date, on the Certificate Principal
Balance thereof immediately prior to such Distribution Date (or in the case of
the first Distribution Date, the Cut-off Date). Accrued Certificate Interest on
the Class A Certificates and Class M Certificates will be reduced by (i) the
interest portion (adjusted to the Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) of Excess Losses on the
Mortgage Loans to the extent allocated to the related Class A Certificates and
Class M Certificates, (ii) the interest portion of Advances previously made with
respect to a Mortgage Loan or REO Property which remained unreimbursed following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property
that were made with respect to delinquencies that were ultimately determined to
be Excess Losses, and (iii) any other interest shortfalls on the Mortgage Loans,
other than Prepayment Interest Shortfalls, including interest that is not
collectible from the Mortgagor for the related Due Period pursuant to the Relief
Act or similar legislation or regulations as in effect from time to time, with
all such reductions allocated on the Mortgage Loans to the Class A Certificates
and Class M Certificates on a PRO RATA basis in reduction of the Accrued
Certificate Interest which would have resulted absent such reductions. In
addition to the foregoing, the amount of interest payable to the Class A
Certificates and Class M Certificates shall be reduced by the amount of
Prepayment Interest Shortfalls to the extent not covered by Compensating
Interest pursuant to Section 3.16 allocated thereto pursuant to Section 4.02(e)
or covered by payments pursuant to Section 4.02(c)(ix) and (x).
With respect to each Distribution Date and the Class SB Certificates, interest
accrued during the preceding Interest Accrual Period at the related Pass-Through
Rate on the Notional Amount as specified in the definition of Pass-Through Rate,
immediately prior to such Distribution Date in each case, reduced by any
interest shortfalls with respect to the Mortgage Loans other than Prepayment
Interest Shortfalls. In addition, Accrued Certificate Interest with respect to
each Distribution Date, as to the Class SB Certificates, shall be reduced by an
amount equal to the interest portion of Realized Losses allocated to the
Overcollateralization Amount pursuant to Section 4.05 hereof. Accrued
Certificate Interest on the Class A Certificates (other than the Class A-1
Certificates), the Class M Certificates and Class SB Certificates shall accrue
on the basis of a 360-day year consisting of twelve 30-day months. Accrued
Certificate Interest on the Class A-1 Certificates shall accrue on the basis of
a 360-day year and the actual number of days in the related Interest Accrual
Period.



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<PAGE>



                  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.

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

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

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

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

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



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<PAGE>



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

                  BANKRUPTCY AMOUNT: As of any date of determination, an amount
equal to $105,000, less the sum of any amounts allocated through Section 4.05
for Bankruptcy Losses on the Mortgage Loans up to such date of determination.
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 the Class A Certificates or Class M Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency, and (ii) provide a copy of such
written confirmation to the Trustee.

                  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 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.

                  BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York or the State
of California (and such other state or states


                                       -5-

<PAGE>



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.

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

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

                  CERTIFICATE ACCOUNT: The account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The Chase
Manhattan Bank, as trustee, in trust for the registered holders of Residential
Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates,
Series 2000-RZ2" and which must be an Eligible Account.

                  CERTIFICATE ACCOUNT DEPOSIT DATE: As to any Distribution Date,
the Business Day prior thereto.

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

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

                  CERTIFICATE PRINCIPAL BALANCE: With respect to any Class A
Certificate or Class M Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal Balance
or amount thereof pursuant to Section 4.02(c)


                                       -6-

<PAGE>



and (y) the aggregate of all reductions in Certificate Principal Balance deemed
to have occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate) pursuant to
Section 4.05. With respect to each Class SB Certificate, on any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times an amount equal to (i) the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of the Class A Certificates and Class M
Certificates then outstanding, plus (ii) any Diverted Excess Spread.

                  CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register
maintained and the registrar appointed pursuant to Section 5.02.

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

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

                  CLASS A INTEREST DISTRIBUTION AMOUNT: As defined in Section
4.02(c)(i).

                  CLASS A PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date:

         (i) prior to the Stepdown Date or on or after the Stepdown Date if a
         Trigger Event is in effect, the Principal Distribution Amount for that
         Distribution Date, or

         (ii) on or after the Stepdown Date if a Trigger Event is not in effect
         for that Distribution Date, the lesser of:

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

                  (II) the excess of (A) the aggregate Certificate Principal
                  Balance of the Class A Certificates immediately prior to that
                  Distribution Date over (B) the lesser of (x) the product of
                  (1) 70.50% and (2) the aggregate Stated Principal Balance of
                  the Mortgage Loans after giving effect to distributions to be
                  made on that Distribution Date and (y) the aggregate Stated
                  Principal Balance of the Mortgage Loans immediately preceding
                  that Distribution Date, less $875,000.

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



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<PAGE>



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

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

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

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

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

                  CLASS M-1 CERTIFICATE: Any one of the Class M-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class M-2,
Class M-3 and Class SB Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC II for purposes of the REMIC Provisions.

                  CLASS M-1 INTEREST DISTRIBUTION AMOUNT: As defined in Section
4.02(c)(ii).

                  CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date:



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<PAGE>



         (i) prior to the Stepdown Date or on or after the Stepdown Date if a
         Trigger Event is in effect, the remaining Principal Distribution Amount
         for that Distribution Date after distribution of the Class A Principal
         Distribution Amount, or

         (ii) on or after the Stepdown Date if a Trigger Event is not in effect
         for that Distribution Date, the lesser of:

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

                  (II) the excess of (A) the sum of (1) the aggregate
                  Certificate Principal Balance of the Class A Certificates
                  (after taking into account the payment of the Class A
                  Principal Distribution Amount for that Distribution Date) and
                  (2) the Certificate Principal Balance of the Class M-1
                  Certificates immediately prior to that Distribution Date over
                  (B) the lesser of (x) the product of (1) 82.50% and (2) the
                  aggregate Stated Principal Balance of the Mortgage Loans after
                  giving effect to distributions to be made on that Distribution
                  Date and (y) the aggregate Stated Principal Balance of the
                  Mortgage Loans immediately preceding that Distribution Date,
                  less $875,000.

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

                  CLASS M-2 INTEREST DISTRIBUTION AMOUNT: As defined in Section
4.02(c)(iii).

                  CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date:

         (i) prior to the Stepdown Date or on or after the Stepdown Date if a
         Trigger Event is in effect, the remaining Principal Distribution Amount
         for that Distribution Date after distribution of the Class A Principal
         Distribution Amount and the Class M-1 Principal Distribution Amount, or

         (ii) on or after the Stepdown Date if a Trigger Event is not in effect
         for that Distribution Date, the lesser of:

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

                  (II) the excess of (A) the sum of (1) the aggregate
                  Certificate Principal Balance of the Class A and Class M-1
                  Certificates (after taking into account the payment of


                                       -9-

<PAGE>



                  the Class A Principal Distribution Amount and Class M-1
                  Principal Distribution Amount for that Distribution Date) and
                  (2) the Certificate Principal Balance of the Class M-2
                  Certificates immediately prior to that Distribution Date over
                  (B) the lesser of (x) the product of (1) 89.00% and (2) the
                  aggregate Stated Principal Balance of the Mortgage Loans after
                  giving effect to distributions to be made on that Distribution
                  Date and (y) the aggregate Stated Principal Balance of the
                  Mortgage Loans immediately preceding that Distribution Date,
                  less $875,000.

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

                  CLASS M-3 INTEREST DISTRIBUTION AMOUNT: As defined in Section
4.02(c)(iv).

                  CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date:

         (i) prior to the Stepdown Date or on or after the Stepdown Date if a
         Trigger Event is in effect, the remaining Principal Distribution Amount
         for that Distribution Date after distribution of the Class A Principal
         Distribution Amount, the Class M-1 Principal Distribution Amount and
         the Class M-2 Principal Distribution Amount, or

         (ii) on or after the Stepdown Date if a Trigger Event is not in effect
         for that Distribution Date, the lesser of:

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

                  (II) the excess of (A) the sum of (1) the aggregate
                  Certificate Principal Balance of the Class A, Class M-1 and
                  Class M-2 Certificates (after taking into account the payment
                  of the Class A Principal Distribution Amount, Class M-1
                  Principal Distribution Amount and Class M-2 Principal
                  Distribution Amount for that Distribution Date) and (2) the
                  Certificate Principal Balance of the Class M-3 Certificates
                  immediately prior to that Distribution Date over (B) the
                  lesser of (x) the product of (1) 94.50% and (2) the aggregate
                  Stated Principal Balance of the Mortgage Loans after giving
                  effect to distributions to be made on that Distribution Date
                  and (y) the aggregate Stated Principal Balance of the Mortgage
                  Loans immediately preceding that Distribution Date, less
                  $875,000.

                  CLASS R CERTIFICATE: Any one of the Class R-I or Class R-II
Certificates.



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<PAGE>



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

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

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

                  CLOSING DATE:  November 22, 2000.

                  CODE: The Internal Revenue Code of 1986.

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

                  CORPORATE TRUST OFFICE: The principal office of the Trustee at
which at any particular time its corporate trust business with respect to this
Agreement shall be administered, which office at the date of the execution of
this instrument is located at 450 West 33rd Street, 14th Floor, New York, New
York 10001, Attention: RAMPI, Series 2000-RZ2.

                  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


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<PAGE>



Servicer and for the Master Servicer, into which the amounts set forth in
Section 3.07 shall be deposited directly. Any such account or accounts shall be
an Eligible Account.

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

                  CUSTODIAN: A custodian appointed pursuant to a Custodial
Agreement.

                  CUT-OFF DATE: November 1, 2000.

                  CUT-OFF DATE BALANCE:  $175,000,109.69.

                  CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
November 2000), whether or not received.

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

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

                  DEFINITIVE CERTIFICATE: Any definitive, fully registered
Certificate.

                  DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.

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



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<PAGE>



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

                  DISQUALIFIED ORGANIZATION: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code, which includes
any of the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority
of its board of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) and (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code. A Disqualified Organization also includes any "electing large
partnership," as defined in Section 775(a) of the Code and any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Class R Certificate by such Person may cause either
REMIC or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Class R Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.

                  DISTRIBUTION DATE: The 25th day of any month beginning in 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.

                  DIVERTED EXCESS SPREAD: Any amount otherwise payable as
Accrued Certificate Interest on the Class SB Certificate that, pursuant to
Section 4.02(c), is used to increase the Overcollateralization Amount or is used
to offset Realized Losses on any Mortgage Loans. Any


                                      -13-

<PAGE>



reduction in the Overcollateralization Amount shall first reduce the Diverted
Excess Spread until it is reduced to zero, and in the event that such reduction
is due to an Overcollateralization Reduction Amount the amount of such reduction
shall be payable to the Class SB Certificates to the extent of the Diverted
Excess Spread. No interest will accrue on the Diverted Excess Spread.

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

                  DUE PERIOD: With respect to any Distribution Date, the
calendar month of such Distribution Date.

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

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

                  EVENT OF DEFAULT: As defined in Section 7.01.

                  EXCESS BANKRUPTCY LOSS: With respect to the Mortgage Loans,
any Bankruptcy Loss on the Mortgage Loans, or portion thereof, which exceeds the
then-applicable Bankruptcy Amount.

                  EXCESS CASH FLOW: With respect to any Distribution Date, an
amount equal to the excess of (i) the Available Distribution Amount for that
Distribution Date over (ii) the sum of (a) the Interest Distribution Amount for
that Distribution Date and (b) the Principal Remittance Amount for that
Distribution Date.


                                      -14-

<PAGE>



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

                  EXCESS LOSS: Any Excess Fraud Loss, Excess Special Hazard
Loss, Excess Bankruptcy Loss or Extraordinary Loss.

                  EXCESS OVERCOLLATERALIZATION AMOUNT: With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Amount
on such Distribution Date over (b) the Required Overcollateralization Amount.

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

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

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

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

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

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

                           2. by military, naval or air forces; or

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

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

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


                                      -15-

<PAGE>



                  an occurrence, seizure or destruction under quarantine or
                  customs regulations, confiscation by order of any government
                  or public authority; or risks of contraband or illegal
                  transportation or trade.

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

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

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

                  FDIC: Federal Deposit Insurance Corporation or any successor
thereto.

                  FHA: The Federal Housing Administration, or its successor.

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

                  FINAL SCHEDULED DISTRIBUTION DATE: Solely for purposes of the
face of the certificates, as follows: with respect to the Class A-1
Certificates, December 25, 2013, with respect to the Class A-2 Certificates,
November 25, 2019, with respect to the Class A-3 Certificates, April 25, 2023,
with respect to the Class A-4 Certificates, December 25, 2027, and with respect
to the Class A-5 and Class M Certificates, December 25, 2030. No event of
default under this Agreement will arise or become applicable solely by reason of
the failure to retire the entire Certificate Principal Balance of any Class of
Class A or Class M Certificates on or before its Final Scheduled Distribution
Date.

                  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.



                                      -16-

<PAGE>



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

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

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

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

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

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



                                      -17-

<PAGE>



                  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 Preliminary Statement
hereto.

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

                  INTEREST ACCRUAL PERIOD: With respect to the Class A
Certificates (other than the Class A-1 Certificates), the Class M Certificates,
the Class SB Certificates and any Distribution Date, the prior calendar month.
With respect to the A-1 Certificates (i) with respect to the Distribution Date
in December 2000, the period commencing the Closing Date and ending on the day
preceding the Distribution Date in December 2000, and (ii) with respect to any
Distribution Date after the Distribution Date in December 2000, the period
commencing on the Distribution Date in the month immediately preceding the month
in which such Distribution Date occurs and ending on the day preceding such
Distribution Date.

                  INTERIM CERTIFICATES:  As defined in Section 2.02.

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

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

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

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

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

                  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


                                      -18-

<PAGE>



power of eminent domain or condemnation or in connection with the liquidation of
a defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise,
other than REO Proceeds.

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

                  MARKER RATE: With respect to the Class SB Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest
LT2, REMIC I Regular Interest LT3, REMIC I Regular Interest LT4, REMIC I Regular
Interest LT5, REMIC I Regular Interest LT6, REMIC I Regular Interest LT7, REMIC
I Regular Interest LT8, REMIC I Regular Interest LT9 and REMIC I Regular
Interest LT10, with the rate on REMIC I Regular Interest LT2 subject to a cap
equal to the lesser of (a) LIBOR plus 0.14% per annum and (b) the Weighted
Average Actual/360 Net Mortgage Rate for the purpose of this calculation; with
the rate on REMIC I Regular Interest LT3 subject to a cap equal to 7.21% per
annum for the purpose of this calculation; with the rate on REMIC I Regular
Interest LT4 subject to a cap equal to 7.30% per annum for the purpose of this
calculation; with the rate on REMIC I Regular Interest LT5 subject to a cap
equal to 7.61% per annum for the purpose of this calculation; with the rate on
REMIC I Regular Interest LT6 subject to a cap equal to (i) prior to the first
Optional Termination Date 7.98% per annum and (ii) after the first possible
Optional Termination Date, a per annum rate equal to 8.48% for the purpose of
this calculation; with the rate on REMIC I Regular Interest LT7 subject to a cap
equal to the lesser of (a) (i) prior to the first Optional Termination Date
8.26% per annum and (ii) after the first possible Optional Termination Date, a
per annum rate equal to 8.76% and (b) the Weighted Average Net Mortgage Rate for
the purpose of this calculation; with the rate on REMIC I Regular Interest LT8
subject to a cap equal to the lesser of (a) (i) prior to the first Optional
Termination Date 8.50% per annum and (ii) after the first possible Optional
Termination Date, a per annum rate equal to 9.00% and (b) the Weighted Average
Net Mortgage Rate for the purpose of this calculation; with the rate on REMIC I
Regular Interest LT9 subject to a cap equal to the lesser of (a) (i) prior to
the first Optional Termination Date 8.50% per annum and (ii) after the first
possible Optional Termination Date, a per annum rate equal to 9.00% and (b) the
Weighted Average Net Mortgage Rate for the purpose of this calculation; and with
the rate on REMIC I Regular Interest LT10 subject to a cap of zero for the
purpose of this calculation.

                  MATURITY DATE: With respect to each Class of Certificates of
regular interest issued by each of REMIC I and REMIC II, the latest possible
maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, by which the Certificate Principal Balance of each such
Class of Certificates representing a regular interest in the Trust Fund would be
reduced to zero, which is December 25, 2030, which is the 360th Distribution
Date.

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



                                      -19-

<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.

                  MODIFIED MORTGAGE LOAN: Any Mortgage Loan that has been the
subject of a Servicing Modification.

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

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

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

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

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

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

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



                                      -20-

<PAGE>



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

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

                  (ii)     the street address of the Mortgaged Property
                           including state and zip code ("ADDRESS");

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

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

                  (v)      the Mortgage Rate as of the Cut-off Date for an
                           adjustable rate Mortgage Loan ("CURR RATE");

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

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

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

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

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

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

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



                                      -21-

<PAGE>



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

                  MORTGAGE RATE: As to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto other than a
Servicing Modification. The Mortgage Rate on the adjustable rate Mortgage Loans
will adjust on each Adjustment Date to equal the sum (rounded to the nearest
multiple of one-eighth of one percent (0.125%) or up to the nearest one- eighth
of one percent, which are indicated by a "U" on Exhibit F hereto, as applicable.

                  MORTGAGED PROPERTY: The underlying real property securing a
Mortgage Loan.

                  MORTGAGOR: The obligor on a Mortgage Note.

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

                  NON-PRIMARY RESIDENCE LOANS: The Mortgage Loans designated as
secured by second or vacation residences, or by non-owner occupied residences,
on the Mortgage Loan Schedule.

                  NON-UNITED STATES PERSON: Any Person other than a United
States Person.

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

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

                  NOTICE: As defined in Section 4.04.

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

                  OPINION OF COUNSEL: A written opinion of counsel acceptable to
the Trustee and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to


                                      -22-

<PAGE>



the qualification of REMIC I or REMIC II as REMICs or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.

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

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

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

                  OVERCOLLATERALIZATION INCREASE AMOUNT: With respect to (a) the
first Distribution Date, $0, and (b) any Distribution Date after the first
Distribution Date, an amount equal to the lesser of (i) the Excess Cash Flow for
that Distribution Date and (ii) the excess, if any, of (x) the Required
Overcollateralization Amount for that Distribution Date over (y) the
Overcollateralization Amount for that Distribution Date.

                  OVERCOLLATERALIZATION REDUCTION AMOUNT: With respect to any
Distribution Date, the lesser of (a) the Excess Overcollateralization Amount
immediately prior to that Distribution Date, and (b) the Principal Remittance
Amount for that Distribution Date.

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

                  PASS-THROUGH RATE: With respect to the Class A-1 Certificates
and each Interest Accrual Period, a per annum rate equal to the lesser of (a)
LIBOR plus 0.14% per annum and (b) the Weighted Average Actual/360 Net Mortgage
Rate.

                  With respect to the Class A-2 Certificates and each Interest
Accrual Period, the fixed per annum rate set forth in the Preliminary Statement
for such Class of Certificates.

                  With respect to the Class A-3 Certificates and each Interest
Accrual Period, the fixed per annum rate set forth in the Preliminary Statement
for such Class of Certificates.



                                      -23-

<PAGE>



                  With respect to the Class A-4 Certificates and each Interest
Accrual Period, the fixed per annum rate set forth in the Preliminary Statement
for such Class of Certificates.

                  With respect to the Class A-5 Certificates and each Interest
Accrual Period, the fixed per annum rate set forth in the Preliminary Statement
for such Class of Certificates. After the first Distribution Date after the
first possible Optional Termination Date, the related Pass-Through Rate will
increase by a per annum rate equal to 0.50%.

                  With respect to the Class M-1 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) 8.26% per annum and
(b) the Weighted Average Net Mortgage Rate. After the first possible
Distribution Date after the first possible Optional Termination Date, such
Pass-Through Rate will increase to a per annum rate equal to 0.50%, subject to a
cap equal to the Weighted Average Net Mortgage Rate.

                  With respect to the Class M-2 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) 8.50% per annum and
(b) the Weighted Average Net Mortgage Rate. After the first possible
Distribution Date after the first possible Optional Termination Date, such
Pass-Through Rate will increase to a per annum rate equal to 0.50%, subject to a
cap equal to the Weighted Average Net Mortgage Rate.

                  With respect to the Class M-3 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) 8.50% per annum and
(b) the Weighted Average Net Mortgage Rate. After the first possible
Distribution Date after the first possible Optional Termination Date, such
Pass-Through Rate will increase to a per annum rate equal to 0.50%, subject to a
cap equal to the Weighted Average Net Mortgage Rate.

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

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

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



                                      -24-

<PAGE>



                           (iii) the Uncertificated Pass-Through Rate for REMIC
                           I Regular Interest LT3 minus the Marker Rate, applied
                           to a notional amount equal to the Uncertificated
                           Balance of REMIC I Regular Interest LT3;

                           (iv) the Uncertificated Pass-Through Rate for REMIC I
                           Regular Interest LT4 minus the Marker Rate, applied
                           to a notional amount equal to the Uncertificated
                           Balance of REMIC I Regular Interest LT4;

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

                           (vi) the Uncertificated Pass-Through Rate for REMIC I
                           Regular Interest LT6 minus the Marker Rate applied to
                           a notional amount equal to the Uncertificated Balance
                           of LT6;

                           (vii) the Uncertificated Pass-Through Rate for REMIC
                           I Regular Interest LT7 minus the Marker Rate, applied
                           to a notional amount equal to the Uncertificated
                           Balance of REMIC I Regular Interest LT7;

                           (viii) the Uncertificated Pass-Through Rate for REMIC
                           I Regular Interest LT8 minus the Marker Rate, applied
                           to a notional amount equal to the Uncertificated
                           Balance of REMIC I Regular Interest LT8;


                           (ix) the Uncertificated Pass-Through Rate for REMIC I
                           Regular Interest LT9 minus the Marker Rate, applied
                           to a notional amount equal to the Uncertificated
                           Balance of REMIC I Regular Interest LT9; and

                           (x) the Uncertificated Pass-Through Rate for REMIC I
                           Regular Interest LT10 minus the Marker Rate, applied
                           to a notional amount equal to the Uncertificated
                           Balance of REMIC I Regular Interest LT10;

                  PAYING AGENT: The Chase Manhattan Bank or any successor Paying
Agent appointed by the Trustee.

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



                                      -25-

<PAGE>



                  PERMITTED INVESTMENTS: One or more of the following:

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

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

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

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

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

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


                                      -26-

<PAGE>



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

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

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

                  POOL STATED PRINCIPAL BALANCE: As to any date of
determination, the aggregate of the Stated Principal Balances of each Mortgage
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.

                  PREPAYMENT ASSUMPTION: With respect to the Class A
Certificates or Class M Certificates, the prepayment assumption to be used for
determining the accrual of original issue discount and premium and market
discount on such Certificates for federal income tax purposes, which assumes a
constant prepayment rate of 0% per annum of the then outstanding principal
balance of the Mortgage Loans in the first month of the life of the Mortgage
Loans, and an additional approximate 0.78% per annum in each month thereafter
until the twenty-fourth month, and then beginning in the twenty-fourth month and
in each month thereafter during the life of the Mortgage Loans, a constant
prepayment rate of 18.0% per annum each month.

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

                  PREPAYMENT PERIOD: As to any Distribution Date, the calendar
month preceding the month of distribution.


                                      -27-

<PAGE>



                  PRIMARY INSURANCE POLICY: Each primary policy of mortgage
guaranty insurance as indicated on Exhibit F with the exception of either code
"23" or "96" under the column "MI CO CODE."

                  PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the lesser of (a) the excess of (i) the Available
Distribution Amount over (ii) the sum of the Class A, Class M-1, Class M-2 and
Class M-3 Interest Distribution Amount and (b) the sum of:

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

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

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

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

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

                  MINUS

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

                  PRINCIPAL PREPAYMENT: Any payment of principal or other
recovery on a Mortgage Loan, including a recovery that takes the form of
Liquidation Proceeds or Insurance Proceeds, which is received in advance of its
scheduled Due Date and is not accompanied by an amount as to interest


                                      -28-

<PAGE>



representing scheduled interest on such payment due on any date or dates in any
month or months subsequent to the month of prepayment.

                  PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment made by
a Mortgagor of the entire principal balance of a Mortgage Loan.

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

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

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

                  QUALIFIED SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan
substituted by Residential Funding or the Depositor for a Deleted Mortgage Loan
which must, on the date of such substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, (i) have an outstanding principal balance,
after deduction of the principal portion of the monthly payment due in the month
of substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; and (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement.

                  RATING AGENCY: Standard & Poor's and Moody's. If either agency
or a successor is no longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other


                                      -29-

<PAGE>



comparable Person, designated by the Depositor, notice of which designation
shall be given to the Trustee and the Master Servicer.

                  REALIZED LOSS: With respect to each Mortgage Loan (or REO
Property) as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net
Mortgage Rate from the Due Date as to which interest was last paid or advanced
to Certificateholders up to the last day of the month in which the Cash
Liquidation (or REO Disposition) occurred on the Stated Principal Balance of
such Mortgage Loan (or REO Property) outstanding during each Due Period that
such interest was not paid or advanced, minus (iii) the proceeds, if any,
received during the month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the Net Mortgage
Rate and to principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with respect to related
Advances or expenses as to which the Master Servicer or Subservicer is entitled
to reimbursement thereunder but which have not been previously reimbursed. With
respect to each Mortgage Loan which is the subject of a Servicing Modification,
(a) the amount by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (b) any such amount
with respect to a Monthly Payment that was or would have been due in the month
immediately following the month in which a Principal Prepayment or the Purchase
Price of such Mortgage Loan is received or is deemed to have been received. With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect
to each Mortgage Loan which has become the object of a Debt Service Reduction,
the amount of such Debt Service Reduction. Notwithstanding the above, neither a
Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.

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

                  REGULAR INTEREST: Any one of the regular interests in the
Trust Fund.

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

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


                                      -30-

<PAGE>



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

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

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

                           (ii) all payments on and collections in respect of
         the Mortgage Loans due after the Cut-off Date (other than Monthly
         Payments due in November 2000) as shall be on deposit in the Custodial
         Account or in the Certificate Account and identified as belonging to
         the Trust Fund;

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

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

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

                  REMIC I INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans then outstanding and (ii) the
Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1 minus the
Marker Rate, divided by (b) 12.

                  REMIC I OVERCOLLATERALIZED AMOUNT: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC I Regular Interests minus (ii) the Uncertificated Principal Balances of
REMIC I Regular Interest LT2, LT3, LT4 and LT5, in each case as of such date of
determination.

                  REMIC I PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Mortgage Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two times the Uncertificated Principal
Balances of REMIC I Regular Interests LT2, LT3, LT4, LT5, LT6, LT7, LT8 and LT9
and the denominator of which is the sum of the Uncertificated Principal Balances
of REMIC I Regular Interests LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9 and LT10.



                                      -31-

<PAGE>



                  REMIC I REGULAR INTEREST LT1: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT2: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT3: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT4: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT5: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT6: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT7: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT8: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT9: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal


                                      -32-

<PAGE>



Balance, that bears interest at the related Uncertificated Pass-Through Rate,
and that has such other terms as are described herein.

                  REMIC I REGULAR INTEREST LT10: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.

                  REMIC I REGULAR INTEREST LT10 MAXIMUM INTEREST DEFERRAL
AMOUNT: With respect to any Distribution Date, the excess of (i) Uncertificated
Accrued Interest calculated with the REMIC I Regular Interest LT10
Uncertificated Pass-Through Rate and an Uncertificated Principal Balance equal
to the Uncertificated Principal Balance of REMIC I Regular Interest LT10 minus
the REMIC I Overcollateralized Amount, in each case for such Distribution Date,
over (ii) Uncertificated Accrued Interest on REMIC I Regular Interest LT2 with
the rate on REMIC I Regular Interest LT2 subject to a cap equal to the lesser of
(a) LIBOR plus 0.14% per annum and (b) the Weighted Average Actual/360 Net
Mortgage Rate for the purpose of this calculation, Uncertificated Accrued
Interest on REMIC I Regular Interest LT3 with the rate on REMIC I Regular
Interest LT3 subject to a cap equal to 7.21% per annum for the purpose of this
calculation, Uncertificated Accrued Interest on REMIC I Regular Interest LT4
with the rate on REMIC I Regular Interest LT4 subject to a cap equal to 7.30%
for the purpose of this calculation, Uncertificated Accrued Interest on REMIC I
Regular Interest LT5 with the rate on REMIC I Regular Interest LT5 subject to a
cap equal to 7.61% for the purpose of this calculation, Uncertificated Accrued
Interest on REMIC I Regular Interest LT6 with the rate on REMIC I Regular
Interest LT6 subject to a cap equal to (i) prior to the first Optional
Termination Date 7.98% per annum and (ii) after the first possible Optional
Termination Date, a per annum rate equal to 8.48% for the purpose of this
calculation, Uncertificated Accrued Interest on REMIC I Regular Interest LT7
with the rate on REMIC I Regular Interest LT7 subject to a cap equal to the
lesser of (a) (i) prior to the first Optional Termination Date 8.26% per annum
and (ii) after the first possible Optional Termination Date, a per annum rate
equal to 8.76% and (b) the Weighted Average Net Mortgage Rate for the purpose of
this calculation, Uncertificated Accrued Interest on REMIC I Regular Interest
LT8 with the rate on REMIC I Regular Interest LT8 subject to a cap equal to the
lesser of (a) (i) prior to the first Optional Termination Date 8.50% per annum
and (ii) after the first possible Optional Termination Date, a per annum rate
equal to 9.00% and (b) the Weighted Average Net Mortgage Rate for the purpose of
this calculation and Uncertificated Accrued Interest on REMIC I Regular Interest
LT9 with the rate on REMIC I Regular Interest LT9 subject to a cap equal to the
lesser of (a) (i) prior to the first Optional Termination Date 8.50% per annum
and (ii) after the first possible Optional Termination Date, a per annum rate
equal to 9.00% and (b) the Weighted Average Net Mortgage Rate, for the purpose
of this calculation for such Distribution Date.

                  REMIC I REQUIRED OVERCOLLATERALIZED AMOUNT: 1% of the Required
Overcollateralization Amount.

                  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


                                      -33-

<PAGE>



not inconsistent with such temporary or final regulations, proposed regulations)
and published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

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

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

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

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

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

                  REPURCHASE EVENT: As defined in the Assignment Agreement.

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

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

                  REQUIRED OVERCOLLATERALIZATION AMOUNT: As of any Distribution
Date, (a) if such Distribution Date is prior to the Stepdown Date, 2.75% of the
Cut-off Date Balance, or (b) if such Distribution Date is on or after the
Stepdown Date, 5.50% of the then current aggregate Stated Principal Balances of
the Mortgage Loans as of the end of the related Due Period.

                  The Required Overcollateralization Amount may be reduced with
the prior notification to the Rating Agencies.



                                      -34-

<PAGE>



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

                  RESPONSIBLE OFFICER: When used with respect to the Trustee,
any officer of the Corporate Trust Department of the Trustee, including any
Senior Vice President, any Vice President, any Assistant Vice President, any
Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom, with respect to a
particular matter, such matter is referred.

                  SERVICING ACCOUNTS: The account or accounts created and
maintained pursuant to Section 3.08.

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

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

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

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

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



                                      -35-

<PAGE>



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

                  SPECIAL HAZARD AMOUNT: As of any Distribution Date, an amount
equal to $1,750,001.00 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated to the Mortgage Loans through Subordination in
accordance with Section 4.05 and (ii) the Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-off Date, the
"Adjustment Amount" shall be equal to the amount, if any, by which the amount
calculated in accordance with the preceding sentence (without giving effect to
the deduction of the Adjustment Amount for such anniversary) exceeds the greater
of (A) the greatest of (i) twice the outstanding principal balance of the
Mortgage Loan that has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 29.94% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.

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

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


                                      -36-

<PAGE>



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

                  STARTUP DATE: The day designated as such pursuant to Article X
hereof.

                  STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan or
related REO Property, at any given time, (i) the Cut-off Date Principal Balance
of the Mortgage Loan, minus (ii) the sum of (a) the principal portion of the
Monthly Payments due with respect to such Mortgage Loan or REO Property during
each Due Period ending prior to the most recent Distribution Date which were
received or with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property, and all
Insurance Proceeds, Liquidation Proceeds 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 or 4.03 on any previous Distribution Date,
and (c) any Realized Loss allocated to Certificateholders with respect thereto
for any previous Distribution Date.

                  STEPDOWN DATE: The later to occur of (x) the Distribution Date
in December 2003 and (y) the first Distribution Date on which the sum of (a)
aggregate Certificate Principal Balance of the Class M Certificates immediately
prior to that Distribution Date and (b) the Overcollateralization Amount
immediately prior to that Distribution Date, is equal to or greater than 29.50%
of the aggregate Stated Principal Balance of the Mortgage Loans as of the end of
the preceding Due Period.

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

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

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

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

                  SUBSERVICING ACCOUNT: An account established by a Subservicer
in accordance with Section 3.08.

                  SUBSERVICING AGREEMENT: The written contract between the
Master Servicer and any Subservicer relating to servicing and administration of
certain Mortgage Loans as provided in


                                      -37-

<PAGE>



Section 3.02, generally in the form of the servicer contract referred to or
contained in the Program Guide or in such other form as has been approved by the
Master Servicer and the Depositor.

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

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

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

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

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

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

         (i)      the three-month average of the Sixty-Plus Delinquency
                  Percentage, as determined on that Distribution Date and the
                  immediately preceding two Distribution Dates, exceeds 8%;

         (ii)     if the Distribution Date is occurring before the Distribution
                  Date in December 2004, the aggregate amount of Realized
                  Losses, other than Excess Losses, on the Mortgage Loans since
                  the Cut-off Date exceeds 2.80% of the aggregate Stated
                  Principal Balance of the Mortgage Loans as of the Cut-off
                  Date;

         (iii)    if the Distribution Date is occurring before the Distribution
                  Date in December 2005, the aggregate amount of Realized
                  Losses, other than Excess Losses, on the Mortgage Loans since
                  the Cut-off Date exceeds 3.00% of the aggregate Stated
                  Principal Balance of the Mortgage Loans as of the Cut-off
                  Date; or



                                      -38-

<PAGE>



         (iv)     if the Distribution Date is occurring on or after the
                  Distribution Date in December 2005, the aggregate amount of
                  Realized Losses, other than Excess Losses, on the Mortgage
                  Loans since the Cut-off Date exceeds 3.25% of the aggregate
                  Stated Principal Balance of the Mortgage Loans as of the
                  Cut-off Date.

                  TRUST FUND: Collectively, the assets of REMIC I and REMIC II.

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

                  UNCERTIFICATED ACCRUED INTEREST: With respect to any
Uncertificated Regular Interest for any Distribution Date, one month's interest
at the related Uncertificated Pass-Through Rate for such Distribution Date,
accrued on the Uncertificated Principal Balance, as applicable, immediately
prior to such Distribution Date. Uncertificated Accrued Interest for the
Uncertificated Regular Interests shall accrue on the basis of a 360-day year
consisting of twelve 30-day months. For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC I Regular Interests for any
Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered
by Compensating Interest) relating to the Mortgage Loans for any Distribution
Date and Realized Losses on the Mortgage Loans to the extent allocated to
Uncertificated Accrued Interest pursuant to Section 4.05(c)(i) shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC I Regular
Interest LT1 and REMIC I Regular Interest LT10 up to an aggregate amount equal
to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter any remaining Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Mortgage Loans for any
Distribution Date shall be allocated among REMIC I Regular Interests LT1, LT2,
LT3, LT4, LT5, LT6, LT7, LT8, LT9 and LT10 PRO RATA based on, and to the extent
of, Uncertificated Accrued Interest, as calculated without application of this
sentence.

                  UNCERTIFICATED PASS-THROUGH RATE: With respect to each of
REMIC I Regular Interest LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9 and LT10 and
each Interest Accrual Period, the Weighted Average Net Mortgage Rate. With
respect to each of REMIC I Regular Interest LT1 and each Interest Accrual
Period, the Weighted Average Actual/360 Net Mortgage Rate.

                  UNCERTIFICATED PRINCIPAL BALANCE: The principal amount of any
Uncertificated Regular Interest outstanding as of any date of determination. As
of the Closing Date, the Uncertificated Principal Balance of each Uncertificated
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial principal balance. In the case of REMIC I Regular Interest
LT1, the initial Uncertificated Principal Balance is equal to 98% of the Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date. In the case of
the REMIC I Regular Interest LT2 , the initial Uncertificated Principal Balance
is equal to 1% of the Certificate Principal Balance of the Class A-1
Certificates as of the Closing Date. In the case of the REMIC I Regular Interest
LT3, the initial Uncertificated Principal Balance is equal to 1% of the
Certificate Principal Balance of the Class A-2 Certificates as of the Closing
Date. In the case of the REMIC I Regular Interest LT4, the initial
Uncertificated Principal Balance is equal to 1% of the Certificate Principal
Balance of the


                                      -39-

<PAGE>



Class A-3 Certificates as of the Closing Date. In the case of the REMIC I
Regular Interest LT5, the initial Uncertificated Principal Balance is equal to
1% of the Certificate Principal Balance of the Class A-4 Certificates as of the
Closing Date. In the case of the REMIC I Regular Interest LT6, the initial
Uncertificated Principal Balance is equal to 1% of the Certificate Principal
Balance of the Class A-5 Certificates as of the Closing Date. In the case of the
REMIC I Regular Interest LT7, the initial Uncertificated Principal Balance is
equal to 1% of the Certificate Principal Balance of the Class M-1 Certificates
as of the Closing Date. In the case of the REMIC I Regular Interest LT8, the
initial Uncertificated Principal Balance is equal to 1% of the Certificate
Principal Balance of the Class M-2 Certificates as of the Closing Date. In the
case of the REMIC I Regular Interest LT9, the initial Uncertificated Principal
Balance is equal to 1% of the Certificate Principal Balance of the Class M-3
Certificates as of the Closing Date. In the case of the REMIC I Regular Interest
LT10, the initial Uncertificated Principal Balance is equal to 1% of the Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date plus 1% of the
Overcollateralization Amount as of the Closing Date. On each Distribution Date,
the Uncertificated Principal Balance of each Uncertificated Regular Interest
shall be reduced by all distributions of principal made on such Uncertificated
Regular Interest, as applicable, on such Distribution Date and, if and to the
extent necessary and appropriate, shall be further reduced on such Distribution
Date by Realized Losses. The Uncertificated Balance of each Uncertificated
Regular Interest shall never be less than zero.

                  UNCERTIFICATED REGULAR INTERESTS: The REMIC I Regular
Interests.

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

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

                  VA: The Veterans Administration, or its successor.

                  VOTING RIGHTS: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 98.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1% of all of the Voting Rights shall be allocated among the
Holders of the Class SB Certificates, respectively; 0.50% and 0.50% of all of
the Voting Rights shall be allocated among the Holders of the Class R-I and
Class R-II Certificates, respectively; in each case to be


                                      -40-

<PAGE>



allocated among the Certificates of such Class in accordance with their
respective Percentage Interest.

                  WEIGHTED AVERAGE NET MORTGAGE RATE: With respect to any
Distribution Date and the Certificates and the Uncertificated REMIC I Regular
Interest (other than the Class A-1 Certificates and Uncertificated REMIC I
Regular Interest LT2), a per annum rate equal to the weighted average of the Net
Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the
Mortgage Loans, weighted on the basis of the respective Stated Principal
Balances thereof immediately preceding such Distribution Date.

                  WEIGHTED AVERAGE ACTUAL/360 NET MORTGAGE RATE: With respect to
any Distribution Date and the Class A-1 Certificates and Uncertificated REMIC I
Regular Interest LT2, the product of (i) the Weighted Average Net Mortgage Rate
and (ii) a fraction equal to 30 divided by the actual number of days in the
related Interest Accrual Period.

                  Section 1.02. DETERMINATION OF LIBOR.

                  LIBOR applicable to the calculation of the Pass-Through Rate
on the Class A-1 Certificates for any Interest Accrual Period will be determined
on each LIBOR Rate Adjustment Date.

                  On each LIBOR Rate Adjustment Date, LIBOR shall be established
by the Trustee and, as to any Interest Accrual Period, will equal the rate for
one month United States dollar deposits that appears on the Telerate Screen Page
3750 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date.
"Telerate Screen Page 3750" means the display designated as page 3750 on the
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks). If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, LIBOR shall be so
established by use of such other service for displaying LIBOR or comparable
rates as may be selected by the Trustee after consultation with the Master
Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate"
will be determined on the basis of the rates at which deposits in U.S. Dollars
are offered by the reference banks (which shall be any three major banks that
are engaged in transactions in the London interbank market, selected by the
Trustee after consultation with the Master Servicer) as of 11:00 a.m., London
time, on the LIBOR Rate Adjustment Date to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the
Certificate Principal Balance of the Class A-1 Certificates then outstanding.
The Trustee will request the principal London office of each of the reference
banks to provide a quotation of its rate. If at least two such quotations are
provided, the rate will be the arithmetic mean of the quotations rounded up to
the next multiple of 1/16%. If on such date fewer than two quotations are
provided as requested, the rate will be the arithmetic mean of the rates quoted
by one or more major banks in New York City, selected by the Trustee after
consultation with the Master Servicer, as of 11:00 a.m., New York City time, on
such date for loans in U.S. Dollars to leading European banks for a period of
one month in amounts approximately equal to the aggregate Certificate Principal
Balance of the Class A-1 Certificates then outstanding. If no such


                                      -41-

<PAGE>



quotations can be obtained, the rate will be LIBOR for the prior Distribution
Date; provided however, if, under the priorities described above, LIBOR for a
Distribution Date would be based on LIBOR for the previous Distribution Date for
the third consecutive Distribution Date, the Trustee shall select an alternative
comparable index (over which the Trustee has no control), used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party.

                  The establishment of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date and the Trustee's subsequent calculation of the Pass-Through
Rate applicable to the Class A-1 Certificates for the relevant Interest Accrual
Period, in the absence of manifest error, will be final and binding.

                  Promptly following each LIBOR Rate Adjustment Date the Trustee
shall supply the Master Servicer with the results of its determination of LIBOR
on such date. Furthermore, the Trustee will supply to any Certificateholder so
requesting by telephone the Pass-Through Rate on the Class A-1 Certificates for
the current and the immediately preceding Interest Accrual Period.


                                      -42-

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES
                        ---------------------------------

                  Section 2.01. CONVEYANCE OF MORTGAGE LOANS.

                  (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby assign to the Trustee without recourse all the
right, title and interest of the Depositor in and to (i) the Mortgage Loans,
including all interest and principal received on or with respect to the Mortgage
Loans after the Cut-off Date (other than payments of principal and interest due
on the Mortgage Loans in the month of November 2000); and (ii) all proceeds of
the foregoing.

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

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

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

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

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


                                      -43-

<PAGE>



         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;

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

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

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

                  The Depositor shall promptly cause to be recorded in the
appropriate public office for real property records the Assignment referred to
in clause(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for Residential Funding
and its successors and assigns. If any Assignment, Form UCC-3 or Form UCC-1, as
applicable, is lost or returned unrecorded to the Depositor because of any
defect therein, the Depositor 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 Depositor
shall promptly deliver or cause to be delivered to the Trustee or the respective
Custodian such Mortgage or assignment, Form UCC-3 or Form UCC-1, as applicable,
(or copy thereof as permitted by Section 2.01(b)) with


                                      -44-

<PAGE>



evidence of recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer.

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

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

                  (e) It is intended that the conveyances by the Depositor to
the Trustee of the Mortgage Loans as provided for in this Section 2.01 be
construed as a sale by the Depositor to the Trustee of the Mortgage Loans for
the benefit of the Certificateholders. Further, it is not intended that any such
conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor to
the Trustee to secure a debt or other obligation of the Depositor. However, in
the event that the Mortgage Loans are held to be property of the Depositor or of
Residential Funding, or if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans, then it is intended that (a)
this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the
conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant
by the Depositor to the Trustee of a security interest in all of the Depositor's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
related Mortgage Note, the Mortgage, any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Depositor to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A), (B)
and (C) granted by Residential Funding to the Depositor pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any
other agent


                                      -45-

<PAGE>



of the Trustee of Mortgage Notes or such other items of property as constitute
instruments, money, negotiable documents 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 (including, without
limitation, Section 9-115, 9-305, 8-102, 8-301, 8-501 and 8-503 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, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.

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

                  Section 2.02. ACCEPTANCE BY TRUSTEE.

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


                                      -46-

<PAGE>



such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification. Upon delivery of the Mortgage Files by the Depositor or
the Master Servicer, the Trustee shall acknowledge receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in
Section 2.01(c) above. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees to review each Mortgage File
delivered to it pursuant to Section 2.01(c) within 45 days after receipt thereof
to ascertain that all documents required to be delivered pursuant to such
Section have been received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it.

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


                                      -47-

<PAGE>



or omission of a constituent document exists shall constitute the sole remedy
respecting such defect or omission available to Certificateholders or the
Trustee on behalf of Certificateholders.

                  Section 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                                MASTER SERVICER AND THE DEPOSITOR.

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

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

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

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

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

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



                                      -48-

<PAGE>



                           (vi) The Master Servicer will comply in all material
         respects in the performance of this Agreement with all reasonable rules
         and requirements of each insurer under each Required Insurance Policy;

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

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

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

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

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

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



                                      -49-

<PAGE>



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

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

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

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

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

                  Section 2.04. REPRESENTATIONS AND WARRANTIES OF RESIDENTIAL
                                FUNDING.

                  The Depositor, as assignee of Residential Funding under the
Assignment Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment


                                      -50-

<PAGE>



Agreement relates to the representations and warranties made by Residential
Funding in respect of such Mortgage Loan and any remedies provided thereunder
for any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Depositor, the Master Servicer,
the Trustee or any Custodian of a breach of any of the representations and
warranties made in the Assignment Agreement in respect of any Mortgage Loan or
of any Repurchase Event which materially and adversely affects the interests of
the Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify Residential Funding of such breach or Repurchase Event and request that
Residential Funding either (i) cure such breach or Repurchase Event in all
material respects within 90 days from the date the Master Servicer was notified
of such breach or Repurchase Event or (ii) purchase such Mortgage Loan from the
Trust Fund at the Purchase Price and in the manner set forth in Section 2.02;
provided that, in the case of a breach or Repurchase Event under the Assignment
Agreement, Residential Funding shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing Date; provided that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or substitution must occur
within 90 days from the date the breach was discovered. In the event that
Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential
Funding shall deliver to the Trustee for the benefit of the Certificateholders
with respect to such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form,
and such other documents and agreements as are required by Section 2.01, with
the Mortgage Note endorsed as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date.
For the month of substitution, distributions to the Certificateholders will
include the Monthly Payment due on a Deleted Mortgage Loan for such month and
thereafter Residential Funding shall be entitled to retain all amounts received
in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or
cause to be amended the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified Substitute Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, and Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in Section 4 of the Assignment Agreement, as of the date of
substitution, and the covenants, representations and warranties set forth in
this Section 2.04, and in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.



                                      -51-

<PAGE>



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

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

                  Section 2.05. EXECUTION AND AUTHENTICATION OF CERTIFICATES.

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


                                      -52-

<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS
                                -----------------

                  Section 3.01. MASTER SERVICER TO ACT AS SERVICER.

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


                                      -53-

<PAGE>



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

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

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

                  Section 3.02. SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER
                                AND SUBSERVICERS; ENFORCEMENT OF SUBSERVICERS'
                                OBLIGATIONS; SPECIAL SERVICING.

                  (a) The Master Servicer may continue in effect Subservicing
Agreements entered into by Residential Funding and Subservicers prior to the
execution and delivery of this Agreement, and may enter into new Subservicing
Agreements with Subservicers, for the servicing and administration of all or
some of the Mortgage Loans. Each Subservicer shall be either (i) an institution
the accounts of which are insured by the FDIC or (ii) another entity that
engages in the business of originating or servicing mortgage loans, and in
either case shall be authorized to transact business in the state or states in
which the related Mortgaged Properties it is to service are situated, if and to
the extent required by applicable law to enable the Subservicer to perform its
obligations hereunder and under the Subservicing Agreement, and in either case
shall be a Freddie Mac, Fannie Mae or HUD approved mortgage servicer. In
addition, any Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the
VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be
entitled to receive and retain, as provided in the related Subservicing
Agreement and in Section 3.07, the


                                      -54-

<PAGE>



related Subservicing Fee from payments of interest received on such Mortgage
Loan after payment of all amounts required to be remitted to the Master Servicer
in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced
Mortgage Loan, the Master Servicer shall be entitled to receive and retain an
amount equal to the Subservicing Fee from payments of interest. Unless the
context otherwise requires, references in this Agreement to actions taken or to
be taken by the Master Servicer in servicing the Mortgage Loans include actions
taken or to be taken by a Subservicer on behalf of the Master Servicer. Each
Subservicing Agreement will be upon such terms and conditions as are generally
required by, permitted by or consistent with the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. With the approval of the Master Servicer, a Subservicer may
delegate its servicing obligations to third- party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; PROVIDED, HOWEVER, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.

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

                  Section 3.03. SUCCESSOR SUBSERVICERS.

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


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into a Subservicing Agreement with a successor Subservicer, the Master Servicer
shall use reasonable efforts to have the successor Subservicer assume liability
for the representations and warranties made by the terminated Subservicer in
respect of the related Mortgage Loans and, in the event of any such assumption
by the successor Subservicer, the Master Servicer may, in the exercise of its
business judgment, release the terminated Subservicer from liability for such
representations and warranties.

                  Section 3.04. LIABILITY OF THE MASTER SERVICER.

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

                  Section 3.05. NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER
                                AND TRUSTEE OR CERTIFICATEHOLDERS.

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

                  Section 3.06. ASSUMPTION OR TERMINATION OF SUBSERVICING
                                AGREEMENTS BY TRUSTEE.

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



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<PAGE>



                  (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 advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action), PROVIDED, HOWEVER, that the
Master Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that would
change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable.
In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to
the extent not inconsistent with the terms of the Mortgage Note and local law
and practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal Balance thereof by the original Maturity Date based
on the original Mortgage Rate; provided, that such reamortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes.



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<PAGE>



                  (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 the interest
         component of any Subservicer Advance or of any REO Proceeds received in
         connection with an REO Property for which an REO Disposition has
         occurred;

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

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

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

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

                  With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master
Servicer may elect to treat such amounts as included in


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<PAGE>



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.

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

                  Section 3.08. SUBSERVICING ACCOUNTS; SERVICING ACCOUNTS.

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


                                      -59-

<PAGE>



otherwise. All such advances received by the Master Servicer shall be deposited
promptly by it in the Custodial Account.

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

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

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

                  Section 3.09. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
                                REGARDING THE MORTGAGE LOANS.



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<PAGE>



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

                  Section 3.10. PERMITTED WITHDRAWALS FROM THE CUSTODIAL
                                ACCOUNT.

                  (a) The Master Servicer may, from time to time as provided
herein, make withdrawals from the Custodial Account of amounts on deposit
therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:

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

                           (ii) to reimburse itself or the related Subservicer
         for previously unreimbursed advances or expenses made pursuant to
         Sections 3.01, 3.08, 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) late
         recoveries of the payments for which such advances were made in the
         case of Servicing Advances;

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

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


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<PAGE>



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

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

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

                           (viii) to reimburse itself or the Depositor for
         expenses incurred by and reimbursable to it or the Depositor pursuant
         to Section 3.14(c), 6.03, 10.01 or otherwise;

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

                           (x) to withdraw any amount deposited in the Custodial
         Account that was not required to be deposited therein pursuant to
         Section 3.07, including any payoff fees or penalties or any other
         additional amounts payable to the Master Servicer or Subservicer
         pursuant to the terms of the Mortgage Note.

                  (b) Since, in connection with withdrawals pursuant to clauses
(ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited
to collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.

                  (c) The Master Servicer shall be entitled to reimburse itself
or the related Subservicer for any advance made in respect of a Mortgage Loan
that the Master Servicer determines to be a Nonrecoverable Advance by withdrawal
from the Custodial Account of amounts on deposit therein attributable to the
Mortgage Loans on any Certificate Account Deposit Date succeeding the date of
such determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the


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<PAGE>



portion of such advance previously paid to Certificateholders (and not
theretofore reimbursed to the Master Servicer or the related Subservicer).

                  Section 3.11. MAINTENANCE OF PRIMARY INSURANCE COVERAGE.

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

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

                  Section 3.12. MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND
                                FIDELITY COVERAGE.

                  (a) The Master Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage in an amount which is equal
to the lesser of the principal balance owing on such Mortgage Loan (together
with the principal balance of any mortgage loan secured by a lien that is senior
to the Mortgage Loan) or 100 percent of the insurable value of the improvements;
PROVIDED, HOWEVER, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer


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<PAGE>



shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended
coverage in an amount which is at least equal to the amount necessary to avoid
the application of any co-insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.07, any amounts collected by the Master
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer
out of related late payments by the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds to the extent permitted by Section 3.10. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Whenever the
improvements securing a Mortgage Loan are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).

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

                  (b) The Master Servicer shall obtain and maintain at its own
expense and keep in full force and effect throughout the term of this Agreement
a blanket fidelity bond and an errors and omissions insurance policy covering
the Master Servicer's officers and employees and other persons acting on behalf
of the Master Servicer in connection with its activities under this Agreement.
The amount of coverage shall be at least equal to the coverage that would be
required


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<PAGE>



by Fannie Mae or Freddie Mac, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for Fannie Mae or Freddie Mac. In the event that any such bond or policy
ceases to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Depositor. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).

                  Section 3.13. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
                                AND MODIFICATION AGREEMENTS; CERTAIN
                                ASSIGNMENTS.

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

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

                           (ii) if the Master Servicer determines that it is
         reasonably likely that any Mortgagor will bring, or if any Mortgagor
         does bring, legal action to declare invalid or otherwise avoid
         enforcement of a due-on-sale clause contained in any Mortgage Note or
         Mortgage, the Master Servicer shall not be required to enforce the
         due-on-sale clause or to contest such action.

                  (b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.13(a), in any case in
which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and
such Person is to enter into an assumption or modification agreement or
supplement to the Mortgage Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer
is authorized, subject to the requirements of the sentence next following, to
execute and deliver, on behalf of the Trustee, the assumption agreement with the
Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person; PROVIDED, HOWEVER,
none of such terms and requirements shall both constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury regulations promulgated
thereunder) and cause any of REMIC I or REMIC II to fail to qualify as REMICs
under the Code or the imposition of any tax on "prohibited transactions" or
"contributions" after the startup date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably
determines that (i) its execution and


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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 (or junior lien of the
same priority in relation to any senior mortgage loan, with respect to any
Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, the
buyer/transferee of the Mortgaged Property would be qualified to assume the
Mortgage Loan based on generally comparable credit quality and such release will
not (based on the Master Servicer's or Subservicer's good faith determination)
adversely affect the collectability of the Mortgage Loan. Upon receipt of
appropriate instructions from the Master Servicer in accordance with the
foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed by the Master Servicer. Upon
the closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the
Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and
deposited with the Mortgage File for such Mortgage Loan. Any fee collected by
the Master Servicer or such related Subservicer for entering into an assumption
or substitution of liability agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.

                  (c) The Master Servicer or the related Subservicer, as the
case may be, shall be entitled to approve a request from a Mortgagor for a
partial release of the related Mortgaged Property, the granting of an easement
thereon in favor of another Person, any alteration or demolition of the related
Mortgaged Property or other similar matters if it has determined, exercising its
good faith business judgment in the same manner as it would if it were the owner
of the related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that each of REMIC I or REMIC II would continue to qualify as a REMIC under
the Code as a result thereof and that no tax on "prohibited transactions" or
"contributions" after the startup day would be imposed on any of REMIC I or
REMIC II as a result thereof. Any fee collected by the Master Servicer or the
related Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.

                  (d) Subject to any other applicable terms and conditions of
this Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or


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<PAGE>



otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.

                  Section 3.14. REALIZATION UPON DEFAULTED MORTGAGE LOANS.

                  (a) The Master Servicer shall foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of
properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments pursuant to Section 3.07. Alternatively, the Master
Servicer may take other actions in respect of a defaulted Mortgage Loan, which
may include (i) accepting a short sale (a payoff of the Mortgage Loan for an
amount less than the total amount contractually owed in order to facilitate a
sale of the Mortgaged Property by the Mortgagor) or permitting a short
refinancing (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate refinancing transactions by the
Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for a
repayment plan or (iii) agreeing to a modification in accordance with Section
3.07. In connection with such foreclosure or other conversion or action, the
Master Servicer shall, consistent with Section 3.11, follow such practices and
procedures as it shall deem necessary or advisable, as shall be normal and usual
in its general mortgage servicing activities and as shall be required or
permitted by the Program Guide; provided that the Master Servicer shall not be
liable in any respect hereunder if the Master Servicer is acting in connection
with any such foreclosure or other conversion or action in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the correction of any default on a related senior
mortgage loan, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses and charges will be recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it
shall have priority for purposes of withdrawals from the Custodial Account
pursuant to Section 3.10, whether or not such expenses and charges are actually
recoverable from related Liquidation Proceeds, Insurance Proceeds or REO
Proceeds). In the event of such a determination by the Master Servicer pursuant
to this Section 3.14(a), the Master Servicer shall be entitled to reimbursement
of its funds so expended pursuant to Section 3.10.

         In addition, the Master Servicer may pursue any remedies that may be
available in connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance


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<PAGE>



with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Master Servicer
or its designee, as the case may be, the related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the
foregoing or any other provision of this Agreement, in the Master Servicer's
sole discretion with respect to any defaulted Mortgage Loan or REO Property as
to either of the following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts expected by the
Master Servicer to be received in connection with the related defaulted Mortgage
Loan or REO Property have been received, and (ii) for purposes of determining
the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
other unscheduled collections or the amount of any Realized Loss, the Master
Servicer may take into account minimal amounts of additional receipts expected
to be received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.

                  (b) In the event that title to any Mortgaged Property is
acquired by the Trust Fund as an REO Property by foreclosure or by deed in lieu
of foreclosure, the deed or certificate of sale shall be issued to the Trustee
or to its nominee on behalf of Certificateholders. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided herein) be considered to
be an Outstanding Mortgage Loan held in the Trust Fund until such time as the
REO Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and the related amortization schedule in effect at the time
of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.

                  (c) In the event that the Trust Fund acquires any REO Property
as aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the taxable year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or
such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of each of
REMIC I or REMIC II as a REMIC under applicable state law and avoid taxes
resulting from such property failing to be foreclosure property under applicable
state law) or, at the expense of the Trust Fund, request, more than 60 days
before


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<PAGE>



the day on which such grace period would otherwise expire, an extension of such
grace period unless the Master Servicer obtains for the Trustee an Opinion of
Counsel, addressed to the Trustee and the Master Servicer, to the effect that
the holding by the Trust Fund of such REO Property subsequent to such period
will not result in the imposition of taxes on "prohibited transactions" as
defined in Section 860F of the Code or cause any of REMIC I or REMIC II to fail
to qualify as a REMIC (for federal (or any applicable State or local) income tax
purposes) at any time that any Certificates are outstanding, in which case the
Trust Fund may continue to hold such REO Property (subject to any conditions
contained in such Opinion of Counsel). The Master Servicer shall be entitled to
be reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other
provision of this Agreement, no REO Property acquired by the Trust Fund shall be
rented (or allowed to continue to be rented) or otherwise used by or on behalf
of the Trust Fund in such a manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject REMIC I or REMIC II to
the imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.

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

                  Section 3.15. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.

                  (a) Upon becoming aware of the payment in full of any Mortgage
Loan, or upon the receipt by the Master Servicer of a notification that payment
in full will be escrowed in a manner customary for such purposes, the Master
Servicer will immediately notify the Trustee (if it holds the related Mortgage
File) or the Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 have been or will be
so deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the


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<PAGE>



Master Servicer. The Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written evidence of
cancellation thereon and to cause the removal from the registration on the
MERS(R) System of such Mortgage and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the Custodial Account or the Certificate Account.

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

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

                  Section 3.16. SERVICING AND OTHER COMPENSATION; COMPENSATING
                                INTEREST.



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<PAGE>



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


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<PAGE>




                  Section 3.17. REPORTS TO THE TRUSTEE AND THE DEPOSITOR.

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

                  Section 3.18. ANNUAL STATEMENT AS TO COMPLIANCE.

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

                  Section 3.19. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
                                REPORT.

                  On or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, the Master
Servicer at its expense shall cause a firm of independent public accountants
which shall be members of the American Institute of Certified Public Accountants
to furnish a report to the Depositor and the Trustee stating its opinion that,
on the basis of an examination conducted by such firm substantially in
accordance with standards established by the American Institute of Certified
Public Accountants, the assertions made pursuant to Section 3.18 regarding
compliance with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers during the preceding calendar year are
fairly stated in all


                                      -72-

<PAGE>



material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.

                  Section 3.20. RIGHT OF THE DEPOSITOR IN RESPECT OF THE MASTER
                                SERVICER.

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



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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  Section 4.01. CERTIFICATE ACCOUNT.

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

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

                  Section 4.02. DISTRIBUTIONS.

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

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

                         (i) to the Holders of REMIC I Regular Interests, in an
                  amount equal to


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                  (A) the Uncertificated Accrued Interest for such Distribution
                  Date, plus (B) any amounts in respect thereof remaining unpaid
                  from previous Distribution Dates. Amounts payable as
                  Uncertificated Accrued Interest in respect of REMIC I Regular
                  Interest LT10 shall be reduced when the REMIC I
                  Overcollateralized Amount is less than the REMIC I Required
                  Overcollateralized Amount, by the lesser of (x) the amount of
                  such difference and (y) the REMIC I Regular Interest LT10
                  Maximum Interest Deferral Amount; and

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

                                            (i)      to the Holders of the REMIC
                                                     I Regular Interest LT1,
                                                     98.00% of such remainder;

                                            (ii)     to the Holders of the REMIC
                                                     I Regular Interest LT2-I,
                                                     LT3, LT4, LT5, LT6, LT7,
                                                     LT8 and LT9, 1.00% of such
                                                     remainder, in the same
                                                     proportion as principal
                                                     payments are allocated to
                                                     the Class A-1, Class A-2,
                                                     Class A-3, Class A-4, Class
                                                     A-5, Class M-1, Class M- 2
                                                     and Class M-3 Certificates,
                                                     respectively; and

                                            (iii)    to the Holders of the REMIC
                                                     I Regular Interest LT10,
                                                     1.00% of such remainder;

                                            provided, however, that 98.00% and
                                            2.00% of any principal payments that
                                            are attributable to an
                                            Overcollateralization Reduction
                                            Amount shall be allocated to Holders
                                            of the REMIC I Regular Interest LT1
                                            and REMIC I Regular Interest LT10,
                                            respectively.

                  (2) [reserved]

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

                  (c) On each Distribution Date (x) the Master Servicer on
behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to each Certificateholder of record on the next preceding Record Date
(other than as provided in Section 9.01 respecting the final


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<PAGE>



distribution) either in immediately available funds (by wire transfer or
otherwise) to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may be, or, if
such Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share with respect to each Class of
Certificates, shall be based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder of the
following amounts), in the following order of priority, in each case to the
extent of the Available Distribution Amount:

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

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

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

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


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<PAGE>



                           (v) to the Class A Certificateholders, from the
                  amount, if any, of the Available Distribution Amount remaining
                  after the foregoing distributions, the Class A Principal
                  Distribution Amount, in the order described in Section
                  4.02(d), until the aggregate Certificate Principal Balance of
                  the Class A Certificates has been reduced to zero;

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

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

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

                           (ix) to the Class A Certificateholders and Class M
                  Certificateholders from the amount, if any, of the Available
                  Distribution Amount remaining after the foregoing
                  distributions, the amount of any Prepayment Interest
                  Shortfalls allocated thereto with respect to the Mortgage
                  Loans, to the extent not covered by Compensating Interest on
                  such Distribution Date;

                           (x) to the Class A Certificateholders and Class M
                  Certificateholders from the amount, if any, of the Available
                  Distribution Amount remaining after the foregoing
                  distributions, the amount of any Prepayment Interest
                  Shortfalls allocated thereto remaining unpaid from prior
                  Distribution Dates together with interest thereon;

                           (xi) to the Class SB Certificates, from the amount,
                  if any, of the Available Distribution Amount remaining after
                  the foregoing distributions, Accrued Certificate Interest
                  thereon and the amount of any Overcollateralization Reduction
                  Amount for such Distribution Date; and

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

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


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<PAGE>



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

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

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

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


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<PAGE>



surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation, the Trustee
shall cause funds distributable with respect to such Certificates to be
withdrawn from the Certificate Account and credited to a separate escrow account
for the benefit of such Certificateholders as provided in Section 9.01(d).

                  Section 4.03. STATEMENTS TO CERTIFICATEHOLDERS.

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

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

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

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

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

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

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

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



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<PAGE>



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

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

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

                  (xi)     the Special Hazard Amount, 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 Pass-Through Rate on each Class of Certificates,
                           the Weighted Average Actual/360 Net Mortgage Rate and
                           Weighted Average Net Mortgage Rate;

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

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

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

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

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

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

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


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<PAGE>



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

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

                  Section 4.06. DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE
                                DEPOSITOR; ADVANCES BY THE MASTER SERVICER.

                  (a) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall furnish a written
statement (which may be in a mutually agreeable electronic format) to the
Trustee, any Paying Agent and the Depositor (the information in such statement
to be made available to Certificateholders by the Master Servicer on request)
(provided that the Master Servicer will use its best efforts to deliver such
written statement not later than 12:00 p.m. New York time on the second Business
Day prior to the Distribution Date) setting forth (i) the Available Distribution
Amounts, (ii) the amounts required to be withdrawn from the Custodial Account
and deposited into the Certificate Account on the immediately succeeding
Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a),
(iii) the amount of Prepayment Interest Shortfalls, and (iv) to the extent
required, a report detailing the Stated Principal Balance, Mortgage Rate,
Modified Mortgage Rate, remaining term to maturity and Monthly Payment for any
Modified Mortgage Loan pursuant to Section 3.13. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.

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


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<PAGE>



Distribution so used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04.

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

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

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

                  Section 4.05. ALLOCATION OF REALIZED LOSSES.

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


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<PAGE>



thereafter, to the Class A Certificates on a pro rata basis. Any Excess Losses
on the Mortgage Loans will be allocated to the Class A Certificates and Class M
Certificates on a pro rata basis, in an amount equal to a fraction of such
losses equal to (x) the aggregate Certificate Principal Balance of the Class A
Certificates and Class M Certificates over (y) the aggregate Stated Principal
Balance of the Mortgage Loans, and the remainder of such losses shall be
allocated to the Overcollateralization Amount in reduction of the amount
thereof.

                  (b) Any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to the Class A Certificates or Class M
Certificates shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated, which allocation shall be deemed to have occurred on
such Distribution Date. Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of "Accrued Certificate Interest"
and by operation of the priority of payment provisions of Section 4.02(c). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.

                  (c) All Realized Losses on the Mortgage Loans shall be
allocated on each Distribution Date to the following REMIC I Regular Interests
in the specified percentages, as follows: first, to Uncertificated Accrued
Interest payable to the REMIC I Regular Interests LT1 and LT10 up to an
aggregate amount equal to the excess of (a) the REMIC I Interest Loss Allocation
Amount over (b) Prepayment Interest Shortfalls (to the extent not covered by
Compensating Interest) relating to the Mortgage Loans for such Distribution
Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances
of the REMIC I Regular Interests LT1 and LT10 up to an aggregate amount equal to
the REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively; third,
to the Uncertificated Principal Balances of REMIC I Regular Interests LT1, 98%,
LT2, LT3, LT4, LT5, LT6, LT7, LT8 and LT9, 1% PRO RATA, and LT10, 1%, until the
Uncertificated Balance of each of REMIC I Regular Interests LT2, LT3, LT4, LT5,
LT6, LT7, LT8 and LT9 have been reduced to zero.

                  Section 4.06. REPORTS OF FORECLOSURES AND ABANDONMENT OF
                                MORTGAGED PROPERTY.

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

                  Section 4.07. OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.



                                      -83-

<PAGE>



                  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.



                                      -84-

<PAGE>



                                    ARTICLE V

                                THE CERTIFICATES

                  Section 5.01. THE CERTIFICATES.

                  (a) The Class A Certificates, Class M Certificates, Class SB
Certificates and Class R Certificates shall be substantially in the forms set
forth in Exhibits A, B, C and D, respectively, and shall, on original issue, be
executed and delivered by the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the Depositor upon receipt
by the Trustee or one or more Custodians of the documents specified in Section
2.01. The Class A Certificates and Class M Certificates shall be issuable in
minimum dollar denominations of $25,000 and integral multiples of $1 in excess
thereof. The Class SB Certificates shall be issuable in registered, certificated
form in minimum percentage interests of 5.00% and integral multiples of 0.01% in
excess thereof. Each Class of Class R Certificates shall be issued in
registered, certificated form in minimum percentage interests of 20.00% and
integral multiples of 0.01% in excess thereof; PROVIDED, HOWEVER, that one Class
R Certificate of each Class will be issuable to the REMIC Administrator as "tax
matters person" pursuant to Section 10.01(c) in a minimum denomination
representing a Percentage Interest of not less than 0.01%.

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

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


                                      -85-

<PAGE>



Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

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

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

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

                  Section 5.02. REGISTRATION OF TRANSFER AND EXCHANGE OF
                                CERTIFICATES.

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


                                      -86-

<PAGE>



transfers and exchanges of Certificates as herein provided. The Certificate
Registrar, or the Trustee, shall provide the Master Servicer with a certified
list of Certificateholders as of each Record Date prior to the related
Determination Date.

                  (b) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12 and, in the case of any Class SB or R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.

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

                  (d) No transfer, sale, pledge or other disposition of a Class
SB or Class R Certificate shall be made unless such transfer, sale, pledge or
other disposition is exempt from the registration requirements of the Securities
Act of 1933, as amended (the "1933 Act"), and any applicable state securities
laws or is made in accordance with said Act and laws. Except as otherwise
provided in this Section 5.02(d), in the event that a transfer of a Class SB or
Class R Certificate is to be made, (i) unless the Depositor directs the Trustee
otherwise, the Trustee shall require a written Opinion of Counsel acceptable to
and in form and substance satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit I hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit J hereto, each acceptable to and in form and substance satisfactory to
the Depositor and the Trustee certifying to the Depositor and the Trustee the
facts surrounding such transfer, which representation letters shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In
lieu of the requirements set forth in the preceding sentence, transfers of Class
SB or Class R Certificates may be made in accordance with this Section 5.02(d)
if the prospective transferee of such a Certificate provides the Trustee and the
Master Servicer with an investment letter substantially in the form of Exhibit N
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositor, or the Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware
that the proposed transferor intends to rely on the exemption from registration


                                      -87-

<PAGE>



requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB
or Class R Certificate desiring to effect any transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws and
this Agreement.

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

                  (f) (i) Each Person who has or who acquires any Ownership
Interest in a Class R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee or its
designee under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Class R Certificate are expressly subject
to the following provisions:

                                    (A)     Each Person holding or acquiring any
                                            Ownership Interest in a Class R
                                            Certificate shall be a Permitted
                                            Transferee and shall promptly notify
                                            the Trustee of any change or
                                            impending change in its status as a
                                            Permitted Transferee.


                                      -88-

<PAGE>



                                    (B)     In connection with any proposed
                                            Transfer of any Ownership Interest
                                            in a Class R Certificate, the
                                            Trustee shall require delivery to
                                            it, and shall not register the
                                            Transfer of any Class R Certificate
                                            until its receipt of, (I) an
                                            affidavit and agreement (a "Transfer
                                            Affidavit and Agreement," in the
                                            form attached hereto as Exhibit H-1)
                                            from the proposed Transferee, in
                                            form and substance satisfactory to
                                            the Master Servicer, representing
                                            and warranting, among other things,
                                            that it is a Permitted Transferee,
                                            that it is not acquiring its
                                            Ownership Interest in the Class R
                                            Certificate that is the subject of
                                            the proposed Transfer as a nominee,
                                            trustee or agent for any Person who
                                            is not a Permitted Transferee, that
                                            for so long as it retains its
                                            Ownership Interest in a Class R
                                            Certificate, it will endeavor to
                                            remain a Permitted Transferee, and
                                            that it has reviewed the provisions
                                            of this Section 5.02(f) and agrees
                                            to be bound by them, and (II) a
                                            certificate, in the form attached
                                            hereto as Exhibit H-2, from the
                                            Holder wishing to transfer the Class
                                            R Certificate, in form and substance
                                            satisfactory to the Master Servicer,
                                            representing and warranting, among
                                            other things, that no purpose of the
                                            proposed Transfer is to impede the
                                            assessment or collection of tax.

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

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

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


                                      -89-

<PAGE>



                                            Class R Certificate on behalf of, a
                                            "pass-through interest holder."

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

                                    (A)     If any Disqualified Organization
                                            shall become a holder of a Class R
                                            Certificate, then the last preceding
                                            Permitted Transferee shall be
                                            restored, to the extent permitted by
                                            law, to all rights and obligations
                                            as Holder thereof retroactive to the
                                            date of registration of such
                                            Transfer of such Class R
                                            Certificate. If a Non-United States
                                            Person shall become a holder of a
                                            Class R Certificate, then the last
                                            preceding United States Person shall
                                            be restored, to the extent permitted
                                            by law, to all rights and
                                            obligations as Holder thereof
                                            retroactive to the date of
                                            registration of such Transfer of
                                            such Class R Certificate. If a
                                            transfer of a Class R Certificate is
                                            disregarded pursuant to the
                                            provisions of Treasury Regulations
                                            Section 1.860E-1 or Section
                                            1.860G-3, then the last preceding
                                            Permitted Transferee shall be
                                            restored, to the extent permitted by
                                            law, to all rights and obligations
                                            as Holder thereof retroactive to the
                                            date of registration of such
                                            Transfer of such Class R
                                            Certificate. The Trustee shall be
                                            under no liability to any Person for
                                            any registration of Transfer of a
                                            Class R Certificate that is in fact
                                            not permitted by this Section
                                            5.02(f) or for making any payments
                                            due on such Certificate to the
                                            holder thereof or for taking any
                                            other action with respect to such
                                            holder under the provisions of this
                                            Agreement.

                                    (B)     If any purported Transferee shall
                                            become a Holder of a Class R
                                            Certificate in violation of the
                                            restrictions in this Section 5.02(f)
                                            and to the extent that the
                                            retroactive restoration of the
                                            rights of the Holder of such Class R
                                            Certificate as described in clause
                                            (iii)(A) above shall be invalid,
                                            illegal or unenforceable, then the
                                            Master Servicer shall have the
                                            right, without notice to the holder
                                            or any prior holder of such Class R
                                            Certificate, to sell such Class R
                                            Certificate to a purchaser selected
                                            by the Master Servicer on such terms
                                            as the Master Servicer may choose.
                                            Such purported Transferee shall
                                            promptly endorse and deliver each
                                            Class R Certificate in


                                      -90-

<PAGE>



                                            accordance with the instructions of
                                            the Master Servicer. Such purchaser
                                            may be the Master Servicer itself or
                                            any Affiliate of the Master
                                            Servicer. The proceeds of such sale,
                                            net of the commissions (which may
                                            include commissions payable to the
                                            Master Servicer or its Affiliates),
                                            expenses and taxes due, if any, will
                                            be remitted by the Master Servicer
                                            to such purported Transferee. The
                                            terms and conditions of any sale
                                            under this clause (iii)(B) shall be
                                            determined in the sole discretion of
                                            the Master Servicer, and the Master
                                            Servicer shall not be liable to any
                                            Person having an Ownership Interest
                                            in a Class R Certificate as a result
                                            of its exercise of such discretion.

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

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

                                    (A)     Written notification from each
                                            Rating Agency to the effect that the
                                            modification, addition to or
                                            elimination of such provisions will
                                            not cause such Rating Agency to
                                            downgrade its then-current ratings,
                                            if any, of the Class A Certificates
                                            or Class M Certificates below the
                                            lower of the then-current rating or
                                            the rating assigned to such
                                            Certificates as of the Closing Date
                                            by such Rating Agency; and

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


                                      -91-

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

                  Section 5.05. APPOINTMENT OF PAYING AGENT.



                                      -92-

<PAGE>



                  The Trustee may appoint a Paying Agent for the purpose of
making distributions to Certificateholders pursuant to Section 4.02. In the
event of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to Certificateholders in
the amounts and in the manner provided for in Section 4.02 and 4.03, such sum to
be held in trust for the benefit of Certificateholders.

                  The Trustee shall cause each Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee that such Paying Agent will hold all sums held by it for the payment
to Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. Any
sums so held by such Paying Agent shall be held only in Eligible Accounts to the
extent such sums are not distributed to the Certificateholders on the date of
receipt by such Paying Agent.

                  Section 5.06. OPTIONAL PURCHASE OF CERTIFICATES.

                  (a) On any Distribution Date on or after the Optional
Termination Date, the Master Servicer shall have the right, at its option, to
purchase the Class A Certificates and Class M Certificates in whole, but not in
part, at a price equal to the sum of the outstanding Certificate Principal
Balance of such Certificates plus the sum of one month's Accrued Certificate
Interest thereon, any previously unpaid Accrued Certificate Interest, and any
unpaid Prepayment Interest Shortfall previously allocated thereto.

                  (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 it will purchase the related Certificates pursuant to Section
5.06(a). Notice of any such purchase, specifying the Distribution Date upon
which the Holders may surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given promptly by the Master
Servicer by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) 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 Distribution Date upon which purchase of the
         related Certificates is anticipated to be made upon presentation and
         surrender of such Certificates at the office or agency of the Trustee
         therein designated,

                           (ii) the purchase price therefor, if known, and

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



                                      -93-

<PAGE>



If the Master Servicer gives the notice specified above, the Master Servicer
shall deposit in the Certificate Account before the Distribution Date on which
the purchase pursuant to Section 5.06(a) is to be made, in immediately available
funds, an amount equal to the purchase price for the Certificates computed as
provided above.

                  (c) Upon presentation and surrender of the Certificates to be
purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall
distribute to such Holders an amount equal to the outstanding Certificate
Principal Balance thereof plus one month's Accrued Certificate Interest thereon
and any previously unpaid Accrued Certificate Interest with respect thereto.

                  (d) In the event that any Certificateholders do not surrender
their Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 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 5.06(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 5.06, 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 5.06. Any Certificate that is not surrendered on
the Distribution Date on which a purchase pursuant to this Section 5.06 occurs
as provided above will be deemed to have been purchased and the Holder as of
such date will have no rights with respect thereto except to receive the
purchase price therefor minus any costs and expenses associated with such escrow
account and notices allocated thereto. Any Certificates so purchased or deemed
to have been purchased on such Distribution Date shall remain outstanding
hereunder. The Master Servicer shall be for all purposes the Holder thereof as
of such date.



                                      -94-

<PAGE>



                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

                  Section 6.01. RESPECTIVE LIABILITIES OF THE DEPOSITOR AND THE
                                MASTER SERVICER.

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

                  Section 6.02. MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE
                                MASTER SERVICER; ASSIGNMENT OF RIGHTS AND
                                DELEGATION OF DUTIES BY MASTER SERVICER.

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

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

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


                                      -95-

<PAGE>



due and punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of Certificates that
have been rated in effect immediately prior to such assignment and delegation
will not be qualified, reduced or withdrawn as a result of such assignment and
delegation (as evidenced by a letter to such effect from each Rating Agency). In
the case of any such assignment and delegation, the Master Servicer shall be
released from its obligations under this Agreement, except that the Master
Servicer shall remain liable for all liabilities and obligations incurred by it
as Master Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.

                  Section 6.03. LIMITATION ON LIABILITY OF THE DEPOSITOR, THE
                                MASTER SERVICER AND OTHERS.

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

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


                                      -96-

<PAGE>



Accrued Certificate Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.

                  Section 6.04. DEPOSITOR AND MASTER SERVICER NOT TO RESIGN.

                  Subject to the provisions of Section 6.02, neither the
Depositor nor the Master Servicer shall resign from its respective obligations
and duties hereby imposed on it except upon determination that its duties
hereunder are no longer permissible under applicable law. Any such determination
permitting the resignation of the Depositor or the Master Servicer shall be
evidenced by an Opinion of Counsel (at the expense of the resigning party) to
such effect delivered to the Trustee. No such resignation by the Master Servicer
shall become effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities and obligations in accordance
with Section 7.02.



                                      -97-

<PAGE>



                                   ARTICLE VII

                                     DEFAULT

                  Section 7.01. EVENTS OF DEFAULT.

                  Event of Default, wherever used herein, means any one of the
following events (whatever reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

                  (i)      the Master Servicer shall fail to distribute or cause
                           to be distributed to Holders of Certificates of any
                           Class any distribution required to be made under the
                           terms of the Certificates of such Class and this
                           Agreement and, in either case, such failure shall
                           continue unremedied for a period of 5 days after the
                           date upon which written notice of such failure,
                           requiring such failure to be remedied, shall have
                           been given to the Master Servicer by the Trustee or
                           the Depositor or to the Master Servicer, the
                           Depositor and the Trustee by the Holders of
                           Certificates of such Class evidencing Percentage
                           Interests aggregating not less than 25%; or

                  (ii)     the Master Servicer shall fail to observe or perform
                           in any material respect any other of the covenants or
                           agreements on the part of the Master Servicer
                           contained in the Certificates of any Class or in this
                           Agreement and such failure shall continue unremedied
                           for a period of 30 days (except that such number of
                           days shall be 15 in the case of a failure to pay the
                           premium for any Required Insurance Policy) after the
                           date on which written notice of such failure,
                           requiring the same to be remedied, shall have been
                           given to the Master Servicer by the Trustee or the
                           Depositor, or to the Master Servicer, the Depositor
                           and the Trustee by the Holders of Certificates of any
                           Class evidencing, as to such Class, Percentage
                           Interests aggregating not less than 25%; or

                  (iii)    a decree or order of a court or agency or supervisory
                           authority having jurisdiction in the premises in an
                           involuntary case under any present or future federal
                           or state bankruptcy, insolvency or similar law or
                           appointing a conservator or receiver or liquidator in
                           any insolvency, readjustment of debt, marshalling of
                           assets and liabilities or similar proceedings, or for
                           the winding-up or liquidation of its affairs, shall
                           have been entered against the Master Servicer and
                           such decree or order shall have remained in force
                           undischarged or unstayed for a period of 60 days; or

                  (iv)     the Master Servicer shall consent to the appointment
                           of a conservator or receiver or liquidator in any
                           insolvency, readjustment of debt, marshalling of


                                      -98-

<PAGE>



                           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 Depositor or the
Trustee shall at the direction of Holders of Certificates entitled to at least
51% of the Voting Rights, by notice in writing to the Master Servicer (and to
the Depositor if given by the Trustee or to the Trustee if given by the
Depositor), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder; provided, however, the
successor to the Master Servicer appointed pursuant to Section 7.02 shall have
accepted the duties of Master Servicer effective upon the resignation of the
Master Servicer. If an Event of Default described in clause (vi) hereof shall
occur, the Trustee shall, by notice to the Master Servicer and the Depositor,
immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder as provided in Section
4.04(b). On or after the receipt by the Master Servicer of such written notice,
all authority and power of the Master Servicer under this Agreement, whether
with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested
in the Trustee or the Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for administration by it
of all cash amounts which shall at the time be credited to the Custodial Account
or the Certificate Account or thereafter be received with respect to the
Mortgage Loans. No such termination shall release the Master Servicer for any
liability that it would otherwise have hereunder for any act or omission prior
to the effective time of such termination.

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


                                      -99-

<PAGE>



terminating Residential Funding's rights and obligations as Master Servicer
hereunder and received after such notice, that portion to which Residential
Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and
(vii) as well as its Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the entitlement to which arose prior to
the termination of its activities hereunder. Upon the termination of Residential
Funding as Master Servicer hereunder the Depositor shall deliver to the Trustee
a copy of the Program Guide.

                  Section 7.02.  TRUSTEE OR DEPOSITOR TO ACT; APPOINTMENT OF
                                 SUCCESSOR.

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


                                      -100-

<PAGE>



the related Subservicing Fee to a rate of 0.50% per annum in order to hire a
Subservicer with respect to such Mortgage Loans.

                  (b) In connection with the termination or resignation of the
Master Servicer hereunder, either (i) the successor Master Servicer, including
the Trustee if the Trustee is acting as successor Master Servicer, shall
represent and warrant that it is a member of MERS in good standing and shall
agree to comply in all material respects with the rules and procedures of MERS
in connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its records to reflect the
transfer of servicing to the successor Master Servicer as necessary under MERS'
rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an
assignment of Mortgage in recordable form to transfer the Mortgage from MERS to
the Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Master Servicer shall bear any and all fees of MERS, costs of
preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this subsection (b). The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee or the Custodian promptly upon receipt of the original with evidence of
recording thereon or a copy certified by the public recording office in which
such assignment was recorded.

                  Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS.

                  (a) Upon any such termination or appointment of a successor to
the Master Servicer, the Trustee shall give prompt written notice thereof to 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 as provided in Section 7.04
hereof.

                  Section 7.04. WAIVER OF EVENTS OF DEFAULT.

                  The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; PROVIDED, HOWEVER, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have


                                      -101-

<PAGE>



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.



                                      -102-

<PAGE>



                                   ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  Section 8.01. DUTIES OF TRUSTEE.

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

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

                  The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded by the
Trustee pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall
furnish in a timely fashion to the Master Servicer such information as the
Master Servicer may reasonably request from time to time for the Master Servicer
to fulfill its duties as set forth in this Agreement. The Trustee covenants and
agrees that it shall perform its obligations hereunder in a manner so as to
maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC
Provisions and to prevent the imposition of any federal, state or local income,
prohibited transaction (except as provided in Section 3.22(d) herein),
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


                                      -103-

<PAGE>



         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee by the Depositor or the Master
         Servicer and which on their face, do not contradict the requirements of
         this Agreement;

                           (ii) The Trustee shall not be personally liable for
         an error of judgment made in good faith by a Responsible Officer or
         Responsible Officers of the Trustee, unless it shall be proved that the
         Trustee was negligent in ascertaining the pertinent facts;

                           (iii) The Trustee shall not be personally liable with
         respect to any action taken, suffered or omitted to be taken by it in
         good faith in accordance with the direction of the Certificateholders
         holding Certificates which evidence, Percentage Interests aggregating
         not less than 25% of the affected classes as to the time, method and
         place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Agreement;

                           (iv) The Trustee shall not be charged with
         knowledge of any default (other than a default in payment to the
         Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event
         of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a
         Responsible Officer of the Trustee assigned to and working in the
         Corporate Trust Office obtains actual knowledge of such failure or
         event or the Trustee receives written notice of such failure or event
         at its Corporate Trust Office from the Master Servicer, the Depositor
         or any Certificateholder; and

                           (v) Except to the extent provided in Section 7.02, no
         provision in this Agreement shall require the Trustee to expend or risk
         its own funds (including, without limitation, the making of any
         Advance) or otherwise incur any personal financial liability in the
         performance of any of its duties as Trustee hereunder, or in the
         exercise of any of its rights or powers, if the Trustee shall have
         reasonable grounds for believing that repayment of funds or adequate
         indemnity against such risk or liability is not reasonably assured to
         it.

                  (d) The Trustee shall timely pay, from its own funds, the
amount of any and all federal, state and local taxes imposed on the Trust Fund
or its assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if, when and
as the same shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, but only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Trustee.

                  Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.

                  (a) Except as otherwise provided in Section 8.01:



                                      -104-

<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), to
         exercise such of the rights and powers vested in it by this Agreement,
         and to use the same degree of care and skill in their exercise as a
         prudent investor would exercise or use under the circumstances in the
         conduct of such investor's own affairs;

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

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

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


                                      -105-

<PAGE>



                           (vii) To the extent authorized under the Code and the
         regulations promulgated thereunder, each Holder of a Class R
         Certificate hereby irrevocably appoints and authorizes the Trustee to
         be its attorney-in-fact for purposes of signing any Tax Returns
         required to be filed on behalf of the Trust Fund. The Trustee shall
         sign on behalf of the Trust Fund and deliver to the Master Servicer in
         a timely manner any Tax Returns prepared by or on behalf of the Master
         Servicer that the Trustee is required to sign as determined by the
         Master Servicer pursuant to applicable federal, state or local tax
         laws, provided that the Master Servicer shall indemnify the Trustee for
         signing any such Tax Returns that contain errors or omissions.

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

                  Section 8.03.  TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
                                 LOANS.

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

                  Section 8.03.  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 8.04.  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


                                      -106-

<PAGE>



a trustee of an express trust) for all services rendered by each of them in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee and any co-trustee, and
the Master Servicer will pay or reimburse the Trustee and any co- trustee upon
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee or any co-trustee in accordance with any of the provisions of
this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ, and
the expenses incurred by the Trustee or any co-trustee in connection with the
appointment of an office or agency pursuant to Section 8.12) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.

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

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

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

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

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

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

                  Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

                  The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and organized and doing business
under the laws of such state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If


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<PAGE>



such corporation or national banking association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.

                  Section 8.07. RESIGNATION AND REMOVAL OF THE TRUSTEE.

                  (a) The Trustee may at any time resign and be discharged from
the trusts hereby created by giving written notice thereof to the Depositor and
the Master Servicer. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation then the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

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

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


                                      -108-

<PAGE>



which instruments shall be delivered to the Depositor, one complete set to the
Trustee so removed and one complete set to the successor so appointed.

                  (d) Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.

                  Section 8.08. SUCCESSOR TRUSTEE.

                  (a) Any successor trustee appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder (other than any
Mortgage Files at the time held by a Custodian, which shall become the agent of
any successor trustee hereunder), and the Depositor, the Master Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations.

                  (b) No successor trustee shall accept appointment as provided
in this Section unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

                  (c) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.

                  Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE.

                  Any corporation or national banking association into which the
Trustee may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.



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<PAGE>



                  Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

                  (a) Notwithstanding any other provisions hereof, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing the same may at the time be
located, the Master Servicer and the Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

                  (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.


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<PAGE>




                  Section 8.11. APPOINTMENT OF CUSTODIANS.

                  The Trustee may, with the consent of the Master Servicer and
the Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.

                  Section 8.12. APPOINTMENT OF OFFICE OR AGENCY.

                  The Trustee will maintain an office or agency in the City of
New York where Certificates may be surrendered for registration of transfer or
exchange. The Trustee initially designates its offices located at 450 West 33rd
Street, 14th Floor, New York, New York 10001 for the purpose of keeping the
Certificate Register. The Trustee will maintain an office at the address stated
in Section 11.05(c) hereof where notices and demands to or upon the Trustee in
respect of this Agreement may be served.



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<PAGE>



                                  ARTICLE IX

                                   TERMINATION
                                   -----------

                  Section 9.01.  TERMINATION UPON PURCHASE BY THE MASTER
                                 SERVICER OR LIQUIDATION OF ALL MORTGAGE LOANS.

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

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

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

                  The right of the Master Servicer to purchase all the assets of
the Trust Fund relating to the Mortgage Loans, pursuant to clause (ii) above is
conditioned upon the occurrence of the Optional Termination Date. If such right
is exercised by the Master Servicer, the Master Servicer shall be deemed to have
been reimbursed for the full amount of any unreimbursed Advances theretofore
made by it with respect to the Mortgage Loans being purchased. In addition, the
Master Servicer shall provide to the Trustee the certification required by
Section 3.15 and the Trustee and


                                      -112-

<PAGE>



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.

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

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

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

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

If the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
above provided.

         The Master Servicer shall provide to the Trustee written notification
of any change to the anticipated Final Distribution Date as soon as practicable.
If the Trust Fund is not terminated on the anticipated Final Distribution Date,
for any reason, the Trustee shall promptly mail notice thereof to each affected
Certificateholder.

                  (c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's election to repurchase, or (ii) if the
Master Servicer elected to so repurchase, an amount equal to the outstanding
Certificate Principal Balance of the Class A Certificates and Class M
Certificates, plus Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest.



                                      -113-

<PAGE>



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

                  Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS.

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

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

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



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<PAGE>



                           (iii) If the Master Servicer is exercising its right
         to purchase the assets of the Trust Fund, the Master Servicer shall,
         during the 90-day liquidation period and at or prior to the Final
         Distribution Date, purchase all of the assets of the Trust Fund for
         cash; PROVIDED, HOWEVER, that in the event that a calendar quarter ends
         after the commencement of the 90-day liquidation period but prior to
         the Final Distribution Date, the Master Servicer shall not purchase any
         of the assets of the Trust Fund prior to the close of that calendar
         quarter.

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



                                      -115-

<PAGE>



                                   ARTICLE X

                                REMIC PROVISIONS
                                ----------------

                  Section 10.01. REMIC ADMINISTRATION.

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

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

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

                  (d) The REMIC Administrator shall prepare or cause to be
prepared all of the Tax Returns that it determines are required with respect to
the REMIC created hereunder and deliver such Tax Returns in a timely manner to
the Trustee and the Trustee shall sign and file such Tax Returns in a timely
manner. The expenses of preparing such returns shall be borne by the REMIC


                                      -116-

<PAGE>



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

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

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


                                      -117-

<PAGE>



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

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

                  (h) The Trustee and the Master Servicer shall, for federal
income tax purposes, maintain books and records with respect to each REMIC on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.

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


                                      -118-

<PAGE>



                  (j) Neither the Master Servicer nor the Trustee shall (subject
to Section 10.01(f)) enter into any arrangement by which any of REMIC I or REMIC
II will receive a fee or other compensation for services nor permit any of REMIC
I or REMIC II 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
principal balance of each regular interest in each REMIC would be reduced to
zero is December 25, 2030.

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

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

                  Section 10.02. MASTER SERVICER, REMIC ADMINISTRATOR AND
                                 TRUSTEE INDEMNIFICATION.

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

                  (b) The REMIC Administrator agrees to indemnify the Trust
Fund, the Depositor, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation,


                                      -119-

<PAGE>



any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.

                  (c) The Master Servicer agrees to indemnify the Trust Fund,
the Depositor, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor 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.



                                      -120-

<PAGE>




                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS
                            ------------------------

                  Section 11.01. AMENDMENT.

                  (A) This Agreement or any Custodial Agreement may be amended
from time to time by the Depositor, the Master Servicer and the Trustee:

                           (i) to cure any ambiguity,

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

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

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

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


                                      -121-

<PAGE>



         (other than the transferor) to be subject to a federal tax caused by a
         transfer to a Person that is not a Permitted Transferee, or

                           (vi) to make any other provisions with respect to
         matters or questions arising under this Agreement or such Custodial
         Agreement which shall not be materially inconsistent with the
         provisions of this Agreement, provided that such action shall not, as
         evidenced by an Opinion of Counsel, adversely affect in any material
         respect the interests of any Certificateholder and is authorized or
         permitted under Section 11.09(d).

                  (b) This Agreement or any Custodial Agreement may also be
amended from time to time by the Depositor, the Master Servicer, the Trustee and
the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; PROVIDED,
HOWEVER, that no such amendment shall:

                           (i) reduce in any manner the amount of, or delay the
         timing of, payments which are required to be distributed on any
         Certificate without the consent of the Holder of such Certificate,

                           (ii) adversely affect in any material respect the
         interest of the Holders of Certificates of any Class in a manner other
         than as described in clause (i) hereof without the consent of Holders
         of Certificates of such Class evidencing, as to such Class, Percentage
         Interests aggregating not less than 66%, or

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

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

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


                                      -122-

<PAGE>



the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

                  (e) The Depositor shall have the option, in its sole
discretion, to obtain and deliver to the Trustee any corporate guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any combination of the foregoing, for
the purpose of protecting the Holders of the Class R Certificates against any or
all Realized Losses or other shortfalls. Any such instrument or fund shall be
held by the Trustee for the benefit of the Class R Certificateholders, but shall
not be and shall not be deemed to be under any circumstances included in the
REMIC. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the REMIC, (ii) any such reserve fund
shall be owned by the Depositor, and (iii) amounts transferred by the REMIC to
any such reserve fund shall be treated as amounts distributed by the REMIC to
the Depositor or any successor, all within the meaning of Treasury regulations
Section 1.860G-2(h). In connection with the provision of any such instrument or
fund, this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Depositor and such related insurer but without the consent of any
Certificateholder and without the consent of the Master Servicer or the Trustee
being required unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Certificateholders, the
Master Servicer or the Trustee, as applicable; provided that the Depositor
obtains an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any of REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificate is outstanding. In the event that the Depositor elects to
provide such coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Depositor may elect that the text of such
amendment to this Agreement shall be substantially in the form attached hereto
as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit L, with such changes as the
Depositor shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.

                  Section 11.02. RECORDATION OF AGREEMENT; COUNTERPARTS.

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


                                      -123-

<PAGE>



accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.

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

                  Section 11.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

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

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

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



                                      -124-

<PAGE>



                  Section 11.04. GOVERNING LAW.

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

                  Section 11.05. NOTICES.

                  All demands and notices hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Depositor; (b) in the
case of the Master Servicer, 2255 North Ontario Street, Burbank, California
91504-3120, Attention: Bond Administration or such other address as may be
hereafter furnished to the Depositor and the Trustee by the Master Servicer in
writing; (c) in the case of the Trustee, 450 West 33rd Street, 14th Floor, New
York, New York 10001, Attention: Residential Asset Mortgage Products Inc. Series
2000-RZ2 or such other address as may hereafter be furnished to the Depositor
and the Master Servicer in writing by the Trustee; (d) in the case of Standard &
Poor's, 55 Water Street, New York, New York 10041 Attention: Mortgage
Surveillance or such other address as may be hereafter furnished to the
Depositor, Trustee and Master Servicer by Standard & Poor's; and (e) in the case
of Moody's, 99 Church Street, New York, New York 10007, Attention: ABS
Monitoring Department, or such other address as may be hereafter furnished to
the Depositor, the Trustee and the Master Servicer in writing by Moody's. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

                  Section 11.06. NOTICES TO RATING AGENCIES.

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

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

                  (ii)    the occurrence of an Event of Default,



                                      -125-

<PAGE>



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

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

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

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

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

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

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

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

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

                  Section 11.07. SEVERABILITY OF PROVISIONS.

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

                  Section 11.08. SUPPLEMENTAL PROVISIONS FOR RESECURITIZATION.

                  (a) This Agreement may be supplemented by means of the
addition of a separate Article hereto (a "Supplemental Article") for the purpose
of resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or


                                      -126-

<PAGE>



custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee
pursuant to a Supplemental Article. The instrument adopting such Supplemental
Article shall be executed by the Depositor, the Master Servicer and the Trustee;
provided, that neither the Master Servicer nor the Trustee shall withhold their
consent thereto if their respective interests would not be materially adversely
affected thereby. To the extent that the terms of the Supplemental Article do
not in any way affect any provisions of this Agreement as to any of the
Certificates initially issued hereunder, the adoption of the Supplemental
Article shall not constitute an "amendment" of this Agreement.

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



                                      -127-

<PAGE>



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

                                                 RESIDENTIAL ASSET MORTGAGE
                                                    PRODUCTS, INC.

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

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

                                                 RESIDENTIAL FUNDING CORPORATION

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

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

                                                 THE CHASE MANHATTAN BANK,
                                                    as Trustee

[Seal]                                           By:
                                                    ----------------------------
                                                 Name:
                                                 Title:
Attest:
       ------------------
Name:
Title:










<PAGE>




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


         On the 22nd day of November, 2000, before me, a notary public in and
for said State, personally appeared Julie Steinhagen, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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




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

[Notarial Seal]





<PAGE>



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


         On the 22nd day of November, 2000, before me, a notary public in and
for said State, personally appeared Randy Van Zee, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

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




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

[Notarial Seal]




<PAGE>


STATE OF             )
                     ) ss.:
COUNTY OF            )


         On the 22nd day of November, 2000, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a Vice
President of The Chase Manhattan Bank, a national banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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



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

[Notarial Seal]

<PAGE>

                                    EXHIBIT A

                           FORM OF CLASS A CERTIFICATE

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





                                       A-1

<PAGE>



Class A-[__] Senior                      Certificate No. 1

                                         [Adjustable][__%] Pass-Through Rate
Date of Pooling and Servicing
Agreement and Cut-off Date:              Percentage Interest: 100%
November 1, 2000

First Distribution Date:                 Aggregate Initial Certificate Principal
December 26, 2000                        Balance of the Class A-[__]
                                         Certificates:  $__________
Master Servicer:
Residential Funding Corporation          Initial Certificate Principal Balance
                                         of this Class A-[__] Certificate:
Final Scheduled Distribution Date:       $__________
____________________

Maturity Date:                           CUSIP ____________
November 25, 2030

                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2000-RZ2

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

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

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed interest rate, first lien mortgage loans (the
"Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions


                                       A-2

<PAGE>



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 related
Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any, required to be distributed to Holders of Class A-[__]
Certificates on such Distribution Date.

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

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

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

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

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

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


                                       A-3

<PAGE>



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

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

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

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

     The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

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

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


                                       A-4

<PAGE>



Servicer (i) to purchase, at a price determined as provided in the Agreement,
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Class A
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the aggregate Stated Principal Balance of the Mortgage Loans, as
applicable, 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, as applicable.

     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.


                                       A-5

<PAGE>



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


                                            THE CHASE MANHATTAN BANK,
                                                 as Trustee


                                            By:_______________________________
                                                 Authorized Signatory

Dated: November 22, 2000


                          CERTIFICATE OF AUTHENTICATION

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


                                            THE CHASE MANHATTAN BANK,
                                                 as Certificate Registrar


                                            By:_______________________________
                                                 Authorized Signatory







<PAGE>



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.

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

Dated:_________________                ________________________________________
                                       Signature by or on behalf of assignor


                                       ________________________________________
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________________ for the account of
______________________________________ account number _________________________
or if mailed by check to _______________________________

     Applicable statements should be mailed to:________________________________
_______________________________________________________________________________
_______________________________________________________________________________

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







<PAGE>



                                    EXHIBIT B

                        FORM OF CLASS M-[__] CERTIFICATE

     THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND
CLASS R CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

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

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

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


B-1

<PAGE>



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

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

1.   ANY TRANSFEREE OF THIS CERTIFICATE 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 OR (B) SUCH
     TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND

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

     ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER 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.




                                       B-2

<PAGE>




Certificate No. 1                       ____% Pass-Through Rate

Class M-[__] Mezzanine                  Aggregate Certificate Principal Balance
                                        of the Class M-[__] Certificates:
                                        $___________
Date of Pooling and Servicing           Initial Certificate Principal Balance
Agreement and Cut-off Date:             of this Certificate:
November 1, 2000                        $__________

First Distribution Date:                CUSIP _________
December 26, 2000

Master Servicer:
Residential Funding Corporation

Final Scheduled Distribution Date:
December 25, 2030

Maturity Date:
November 25, 2030



                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2000-RZ2
          evidencing  a  percentage   interest  in  the  distributions
          allocable to the Class M-[__] Certificates with respect to a
          Trust Fund  consisting  primarily of a pool of  conventional
          one- to four-family fixed interest rate, first lien mortgage
          loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

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

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed interest rate, first lien mortgage loans (the
"Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement


                                       B-3

<PAGE>



referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (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-1 Certificates on such
Distribution Date.

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

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

     As described above, unless an Officer's Certificate to the effect that such
restrictions no longer apply has been delivered to the trustee in accordance
with the pooling and servicing agreement, no transfer of this Class M
Certificate will be made unless (i) the Trustee has received either an opinion
of counsel or a representation letter, each as described in the Agreement,
relating to the permissibility of such transfer under ERISA and Section 4975 of
the Code, or (ii) this Certificate is held by a Depository, in which case the
Transferee will be deemed to have made representations relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, as
described in Section 5.02(e) of the Agreement. In addition, any purported
Certificate Owner whose acquisition or holding of this Certificate (or interest
herein) was effected in violation of the restrictions in Section 5.02(e) of the
Agreement shall indemnify and hold harmless the Depositor, the Trustee, the
Master Servicer, any Subservicer, and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by such parties as a result
of such acquisition or holding.



                                       B-4

<PAGE>



     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 Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.

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

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

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

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


                                       B-5

<PAGE>



     The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

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

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


                                       B-6

<PAGE>



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

Dated: November 22, 2000                 THE CHASE MANHATTAN BANK,
                                         as Trustee

                                         By:__________________________________
                                         Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

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

                                         THE CHASE MANHATTAN BANK,
                                         as Certificate Registrar


                                         By:__________________________________
                                         Authorized Signatory





<PAGE>



                                   ASSIGNMENT
                                   ----------


          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________(Please print or typewrite
name and address including postal zip code of assignee) 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.


                                       B-8

<PAGE>



                                    EXHIBIT C

                          FORM OF CLASS SB CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

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

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY PLAN
SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON ACTING, DIRECTLY OR
INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES
WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR
REGULATION PROMULGATED AT 29 C.F.R. ss.2510.3-101 ("PLAN ASSETS") UNLESS EITHER
(I) THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER ARE PROVIDED WITH AN
OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE DEPOSITOR, THE
TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE MASTER
SERVICER, THE TRUSTEE OR THE TRUST FUND OR (II) THE TRUSTEE IS PROVIDED WITH A
CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT IN THE FORM OF
EXHIBIT O TO THE AGREEMENT, WHICH THE TRUSTEE MAY RELY UPON WITHOUT FURTHER
INQUIRY OR INVESTIGATION.




                                       C-1

<PAGE>



Certificate No. 1

Class SB Subordinate

Date of Pooling and Servicing            Percentage Interest: 100%
and Cut-off Date:
November 1, 2000

First Distribution Date:                 Aggregate Initial Certificate Principal
December 26, 2000                        Balance of the Class SB Certificates:
                                         $_____________

Master Servicer:                         Initial Certificate Principal Balance
Residential Funding Corporation          of this Certificate:  $___________

Final Scheduled Distribution Date:       CUSIP:  ____________
December 25, 2030

Maturity Date:
November 25, 2030


                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2000-RZ2

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

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

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


                                       C-2

<PAGE>



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

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

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

     Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Notional
Amount of this Class SB Certificate as of any date of determination will be
calculated as described in the Agreement. The Notional Amount hereof will be
reduced by interest shortfalls on the Mortgage Loans including any Prepayment
Interest Shortfalls not covered by Compensating Interest or Excess Cash Flow,
and the interest portion of any Realized Losses incurred in respect thereof.
This Class SB Certificate will accrue interest at the Pass-Through Rate on the
Notional Amount as indicated in the definition of Accrued Certificate Interest
in the Agreement. This Class SB Certificate will not accrue interest on its
Certificate Principal Balance.

     No transfer of this Class SB Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Depositor may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Depositor that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws.



                                       C-3

<PAGE>



     No transfer of this Certificate or any interest herein shall be made to any
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly
or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the Depositor, the
Trustee and the Master Servicer that the purchase of this Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a
Plan, any Person acting, directly or indirectly, on behalf of any such Plan or
any Person acquiring this Certificate with Plan Assets of a Plan may provide a
certification in the form of Exhibit O to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.

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

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

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

     The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Insurer and the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby and the Insurer. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment 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.



                                       C-4

<PAGE>



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

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

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

     The Depositor, the Master Servicer, the Trustee, the Certificate Registrar
and any agent of the Depositor, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

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

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


                                       C-5

<PAGE>



     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                                        C-6

<PAGE>



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


Dated: November 22, 2000                    THE CHASE MANHATTAN BANK, as
                                                 Trustee


                                            By:_____________________________
                                                 Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------


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



                                            THE CHASE MANHATTAN BANK, as
                                                 Certificate Registrar


                                            By:_____________________________
                                                 Authorized Signatory






<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________ (Please print or typewrite name
and address including postal zip code of assignee) 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.



                                       C-8

<PAGE>



                                    EXHIBIT D

                           FORM OF CLASS R CERTIFICATE

THE CLASS [R-I] [R-II] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING
THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").

THIS CLASS [R-I] [R-II] CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT.

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

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

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS


                                       D-1

<PAGE>



EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.


                                       D-2

<PAGE>




Class [R-I] [R-II]                          Certificate No. 1
Date of Pooling and Servicing               Percentage Interest: 100%
Agreement and Cut-off Date:
November __, 2000

First Distribution Date:                    Initial Certificate Principal
December 26, 2000                           Balance of this Certificate:  $0.00

Master Servicer:                            CUSIP:____________
Residential Funding Corporation

                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-RZ2

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

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

     This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate, first lien mortgage loans (the "Mortgage
Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and The Chase Manhattan Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

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


                                       D-3

<PAGE>



the month of such distribution (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to Holders of Class 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 Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.

     Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.

     No transfer of this Class [R-I] [R-II] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.

     No transfer of this Certificate or any interest herein shall be made to any
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly
or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the Depositor, the
Trustee and the Master Servicer that the purchase of this Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master


                                       D-4

<PAGE>



Servicer, the Trustee or the Trust Fund to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Depositor, the Master Servicer, the Trustee or the
Trust Fund. In lieu of such Opinion of Counsel, a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with Plan Assets of a Plan may provide a certification in the form
of paragraph fourteen of Exhibit H-1 to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.

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

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

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

     The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby and the Insurer. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment 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.



                                       D-5

<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 Depositor, the Master Servicer, the Trustee, the Certificate Registrar
and any agent of the Depositor, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

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

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

     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.


                                       D-6

<PAGE>



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

                                            THE CHASE MANHATTAN BANK,
                                            as Trustee


                                            By:    ____________________________
                                                   Authorized Signatory

Dated: November 22, 2000


                          CERTIFICATE OF AUTHENTICATION

                                            THE CHASE MANHATTAN BANK,
                                            as Certificate Registrar


                                            By:   _____________________________
                                                  Authorized Signatory

     This is one of the Class [R-I] [R-II] Certificates referred to in the
within-mentioned Agreement.




<PAGE>



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.

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

Dated:__________________                 ______________________________________
                                         Signature by or on behalf of assignor

                                         ______________________________________
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________
for the account of ____________________________________________________________
account number ________________________________________________________________
or if mailed by check to ______________________________________________________

     Applicable statements should be mailed to: _______________________________
_______________________________________________________________________________
_______________________________________________________________________________

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



<PAGE>


                                    EXHIBIT E

                           FORM OF CUSTODIAL AGREEMENT

          THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of November 1, 2000, by and among THE CHASE
MANHATTAN BANK, as trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as
company (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer") and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as custodian
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").


                       W I T N E S S E T H   T H A T :
                       - - - - - - - - - -   - - - -

          WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of November 1, 2000,
relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-RZ2 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and

          WHEREAS, the Custodian has agreed to act as agent for the Trustee for
the purposes of receiving and holding certain documents and other instruments
delivered by the Company and the Master Servicer under the Pooling Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:


     1. Definitions

          Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling Agreement, unless otherwise
required by the context herein.




                                       E-1

<PAGE>



     2. Custody of Mortgage Documents

          a. CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF MORTGAGE FILES. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.

          b. RECORDATION OF ASSIGNMENTS. If any Mortgage File includes one or
more assignments of the related Mortgages to the Trustee that have not been
recorded, each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public office for
real property records, and the Company, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.

          c. REVIEW OF MORTGAGE FILES.

          i. On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule"). The parties hereto
acknowledge that certain documents referred to in Subsection 2.01(b)(i) of the
Pooling Agreement may be missing on or prior to the Closing Date and such
missing documents shall be listed as a Schedule to Exhibit One.

          ii. Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review in accordance
with the provisions of Section 2.02 of the Pooling Agreement each Mortgage File
and to deliver to the Trustee an Interim Certification in the form annexed
hereto as Exhibit Two to the effect that all documents required to be delivered
pursuant to Section 2.01(b) of the Pooling Agreement have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. For purposes of such review, the Custodian shall
compare the following information in each Mortgage File to the corresponding
information in the Mortgage Loan Schedule: (i) the loan number, (ii) the
borrower name and (iii) the original principal balance. The Custodian shall be
under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable, or appropriate for the represented purpose or that they
have actually been recorded or that they are other than what they purport to be
on their face, or that the MIN is accurate. If in performing the review required
by this Section 2.3 the Custodian finds any document or documents constituting a
part of a Mortgage File to be missing or defective in respect of the items
reviewed as described in this Section 2.3(b), the Custodian shall promptly so
notify the Company, the Master Servicer and the Trustee. Upon receipt of a
Request for Release from the Master Servicer, signed by a Servicing Officer,
that (i) the Master Servicer or a Subservicer, as the case may be, has made a
deposit into the Certificate Account in payment for the purchase of the related
Mortgage Loan in an amount equal to the Purchase Price for such Mortgage Loan or
(ii) the


                                       E-2

<PAGE>



Company has chosen to substitute a Qualified Substitute Mortgage Loan for such
Mortgage Loan, the Custodian shall release to the Master Servicer the related
Mortgage File.

          iii. Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.

          Upon receipt of written request from the Trustee, the Company or the
Master Servicer, the Custodian shall as soon as practicable supply the Trustee
with a list of all of the documents relating to the Mortgage Loans required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement not then
contained in the Mortgage Files.

          d. NOTIFICATION OF BREACHES OF REPRESENTATIONS AND WARRANTIES. Upon
discovery by the Custodian of a breach of any representation or warranty made by
the Master Servicer or the Company as set forth in the Pooling Agreement or the
Insurance Agreement or by a Seller in a Seller's Agreement or by Residential
Funding or the Company in the Assignment Agreement with respect to a Mortgage
Loan relating to a Mortgage File, the Custodian shall give prompt written notice
to the Company, the Master Servicer and the Trustee.

          e. CUSTODIAN TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by delivering to the Custodian a Request for Release (in the form
of Exhibit Four attached hereto or a mutually acceptable electronic form) and
shall request delivery to it of the Mortgage File. The Custodian agrees, upon
receipt of such Request for Release, promptly to release to the Master Servicer
the related Mortgage File. Upon written notification of a substitution, the
Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan, upon receiving written
notification from the Master Servicer of such substitution.

          From time to time as is appropriate for the servicing or foreclosures
of any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer
shall deliver to the Custodian a Request for Release certifying as to the reason
for such release. Upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File or such document to the Master Servicer. The Master Servicer shall
cause each Mortgage File or any document therein so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or such document has been delivered to an attorney, or to
a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Custodian an updated Request for Release signed by
a Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Immediately upon


                                       E-3

<PAGE>



receipt of any Mortgage File returned to the Custodian by the Master Servicer,
the Custodian shall deliver a signed acknowledgment to the Master Servicer,
confirming receipt of such Mortgage File.

          Upon the request of the Master Servicer, the Custodian will send to
the Master Servicer copies of any documents contained in the Mortgage File.

          f. ASSUMPTION AGREEMENTS. In the event that any assumption agreement
or substitution of liability agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.


     3. Concerning the Custodian

          a. CUSTODIAN A BAILEE AND AGENT OF THE TRUSTEE. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.

          The Master Servicer shall promptly notify the Custodian in writing if
it shall no longer be a member of MERS, or if it otherwise shall no longer be
capable of registering and recording Mortgage Loans using MERS. In addition, the
Master Servicer shall (i) promptly notify the Custodian in writing when a MERS
Mortgage Loan is no longer registered with and recorded under MERS and (ii)
concurrently with any such deregistration of a MERS Mortgage Loan, prepare,
execute and record an original assignment from MERS to the Trustee and deliver
such assignment to the Custodian.

          b. INDEMNIFICATION. The Company hereby agrees to indemnify and hold
the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which


                                       E-4

<PAGE>



shall constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.

          c. CUSTODIAN MAY OWN CERTIFICATES. The Custodian in its individual or
any other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not Custodian.

          d. MASTER SERVICER TO PAY CUSTODIAN'S FEES AND EXPENSES. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.

          e. CUSTODIAN MAY RESIGN; TRUSTEE MAY REMOVE CUSTODIAN. The Custodian
may resign from the obligations and duties hereby imposed upon it as such
obligations and duties relate to its acting as Custodian of the Mortgage Loans.
Upon receiving such notice of resignation, the Trustee shall either take custody
of the Mortgage Files itself and give prompt notice thereof to the Company, the
Master Servicer and the Custodian, or promptly appoint a successor Custodian by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the Mortgage Files and no successor
Custodian shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor
Custodian.

          The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.

          Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.

          f. MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder,


                                       E-5

<PAGE>



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.

          g. REPRESENTATIONS OF THE CUSTODIAN. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a
federal or state authority, has a combined capital and surplus of at least
$15,000,000 and is qualified to do business in the jurisdictions in which it
will hold any Mortgage File.


     4.   Miscellaneous Provisions

          a. NOTICES. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.

          b. AMENDMENTS. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed
by all parties hereto, and neither the Company, the Master Servicer nor the
Trustee shall enter into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.

          SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          d. RECORDATION OF AGREEMENT. To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of holders of Certificates evidencing undivided
interests in the aggregate of not less than 25% of the Trust Fund), but only
upon direction accompanied by an Opinion of Counsel reasonably satisfactory to
the Master Servicer to the effect that the failure to effect such recordation is
likely to materially and adversely affect the interests of the
Certificateholders.

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



                                       E-6

<PAGE>



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


                                                        E-7

<PAGE>



          IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

Address:                                         THE CHASE MANHATTAN BANK,
                                                 as Trustee

450 West 33rd Street, 14th Floor
New York, New York 10001
                                                 By:___________________________
Attention:  Structured Finance,                  Name:
            Residential Asset Mortgage           Title:
            Products, Inc., Series 2000-RZ2


Address:                                         RESIDENTIAL ASSET MORTGAGE
                                                 PRODUCTS, INC.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437
                                                 By:___________________________
                                                 Name:  Julie Steinhagen
                                                 Title: Vice President


Address:                                         RESIDENTIAL FUNDING
                                                 CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
                                                 By:___________________________
                                                 Name:  Randy Van Zee
                                                 Title: Director


Address:                                         WELLS FARGO BANK MINNESOTA,
                                                  NATIONAL ASSOCIATION
1015 Tenth Avenue S.E.
Minneapolis, Minnesota  55414

                                                 By:___________________________
                                                 Name:  Leigh Taylor
                                                 Title: Assistant Vice President



                                       E-8

<PAGE>



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


          On the 22nd day of November, 2000, before me, a notary public in and
for said State, personally appeared ___________________, known to me to be a
_________________ of The Chase Manhattan Bank, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.

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



                                          _____________________________________
                                                        Notary Public


[SEAL]





<PAGE>



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


          On the 22nd day of November, 2000, before me, a notary public in and
for said State, personally appeared Julie Steinhagen, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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


                                          _____________________________________
                                                       Notary Public

[Notarial Seal]




STATE OF MINNESOTA       )
                         ) ss:
COUNTY OF HENNEPIN       )


          On the 22nd day of November, 2000, before me, a notary public in and
for said State, personally appeared, Randy Van Zee, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

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


                                          _____________________________________
                                                        Notary Public

[Notarial Seal]










                                      E-10

<PAGE>



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


          On the 22nd day of November, 2000, before me, a notary public in and
for said State, personally appeared __________________ known to me to be a Trust
Officer of Wells Fargo Bank Minnesota, National Association, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.

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




                                          _____________________________________
                                                         Notary Public


[SEAL]


                                      E-11

<PAGE>



                                   EXHIBIT ONE

                                FORM OF CUSTODIAN
                              INITIAL CERTIFICATION


                                              November __, 2000


The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York 10001

Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
           2000-RZ2

           Re: Custodial Agreement, dated as of November 1, 2000, by and among
               The Chase Manhattan Bank, Residential Asset Mortgage Products,
               Inc., Residential Funding Corporation and Wells Fargo Bank
               Minnesota, National Association, relating to Mortgage
               Asset-Backed Pass-Through Certificates, SERIES 2000-RZ2
               ----------------------------------------------------------------


Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                              WELLS FARGO BANK MINNESOTA,
                                              NATIONAL ASSOCIATION


                                              By:______________________________
                                              Name:____________________________
                                              Title:___________________________




<PAGE>



                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION



                                         ________________ ____, 200__


The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York  10001


Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
           2000-RZ2

          Re:  Custodial Agreement, dated as of November 1, 2000, by and among
               The Chase Manhattan Bank, Residential Asset Mortgage Products,
               Inc., Residential Funding Corporation and Wells Fargo Bank
               Minnesota, National Association, relating to Mortgage
               Asset-Backed Pass-Through Certificates, SERIES 2000-RZ2
               ----------------------------------------------------------------


Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                                 WELLS FARGO BANK MINNESOTA,
                                                 NATIONAL ASSOCIATION



                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________




<PAGE>



                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION



                                               _____________ ___, 200__



The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York  10001

Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
           2000-RZ2

          Re:  Custodial Agreement, dated as of November 1, 2000, by and among
               The Chase Manhattan Bank, Residential Asset Mortgage Products,
               Inc., Residential Funding Corporation and Wells Fargo Bank
               Minnesota, National Association, relating to Mortgage
               Asset-Backed Pass-Through Certificates, SERIES 2000-RZ2
               ----------------------------------------------------------------


Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents referred to in Section 2.01(b)
of the Pooling Agreement have been executed and received and that such documents
related to the Mortgage Loans identified on the Mortgage Loan Schedule.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                             WELLS FARGO BANK MINNESOTA,
                                             NATIONAL
                                             ASSOCIATION


                                             By:______________________________
                                             Name:____________________________
                                             Title:___________________________





<PAGE>



                                  EXHIBIT FOUR

                           FORM OF REQUEST FOR RELEASE

DATE:
TO:
RE:               REQUEST FOR RELEASE OF DOCUMENTS

In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.

Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one)       Mortgage Loan Prepaid in Full
                                                Mortgage Loan Repurchased

"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and
Servicing Agreement."

________________________________
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.

       Enclosed Documents:     [ ] Promissory Note
                               [ ] Primary Insurance Policy
                               [ ] Mortgage or Deed of Trust
                               [ ] Assignment(s) of Mortgage or Deed of Trust
                               [ ] Title Insurance Policy
                               [ ] Other:

______________________________
Name
______________________________
Title
______________________________
Date



<PAGE>



                                    EXHIBIT F

                             MORTGAGE LOAN SCHEDULE

                          TO BE PROVIDED UPON REQUEST.



                                      F--1

<PAGE>



                                    EXHIBIT G

                          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. 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 such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan pursuant to 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                                             Date
______________________________
Title


                                       G-1

<PAGE>



                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF      )
              ) :ss.
COUNTY OF     )

          [NAME OF OFFICER], being first duly sworn, deposes and says:

          1. That he/she is a Director of _________________ (record or
beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series
2000-RZ2, Class R-I and Class R-II (together, the "Class R Certificates"), (the
"Owner"), a corporation duly organized and existing under the laws of the State
of Delaware, on behalf of which he/she makes this affidavit and agreement.

          2. That the Owner (i) is not and will not be, as of November 22, 2000,
a "disqualified organization" within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code") or an "electing large
partnership" within the meaning of Section 775 of the Code, (ii) will endeavor
to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership in the Class R Certificates,
and (iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).

          3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.



                                      H-1-1

<PAGE>



          4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

          5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.

          6. That the Owner has reviewed the restrictions set forth on the face
of the Class R Certificates and the provisions of Section 5.02(g) 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(g) 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(g)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

          7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.

          8. The Owner's Taxpayer Identification Number is ______________.

          9. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.

          10. That no purpose of the Owner relating to the transfer of any of
the Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.

          11. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificates
that the Owner intends to pay taxes associated with holding such Class R
Certificates as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificates.

          12. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class R Certificates remain outstanding.



                                      H-1-2

<PAGE>



          13. The Owner is a citizen or resident of the United States, a
corporation, partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) or other entity created or
organized in, or under the laws of, the United States or any political
subdivision thereof (except, in the case of a partnership, to the extent
provided in regulations), provided that with respect to any partnership or other
entity treated as a partnership for United States federal income tax purposes,
all persons that own an interest in such partnership either directly or through
any entity that is not a corporation for United States federal income tax
purposes are required by the applicable operative agreement to be United States
Persons, an estate or trust whose income from sources without the United States
is includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust other than a "foreign trust" as defined in Section
7701(a)(31) of the Code;

          14. The Purchaser hereby certifies, represents and warrants to, and
covenants with the Depositor, the Trustee and the Master Servicer that the
following statements in (a) or (b) are accurate: (a) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA; or

          (b) The Owner will provide the Trustee, the Depositor and the Master
Servicer with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Depositor or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.

          In addition, the Owner hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Trustee and the Master Servicer that the
Owner 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.


                                      H-1-3

<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
a [Title of Officer] and its corporate seal to be hereunto attached, attested by
a [Assistant] Secretary, this _____ day of _________, 20___.

                                          [NAME OF OWNER]


                                          By:_________________________
                                          Name:    [Name of Officer]
                                          Title:   [Title of Officer]

[Corporate Seal]

ATTEST:


______________________________
[Assistant] Secretary


          Personally appeared before me the above-named [Name of Officer], known
or proven to me to be the same person who executed the foregoing instrument and
to be a [Title of Officer] of the Owner, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Owner.

          Subscribed and sworn before me this ______ day of _________, 20___.


                                           ______________________________
                                           NOTARY PUBLIC

                                           COUNTY OF ____________________
                                           STATE OF _____________________
                                           My Commission expires the _____ day
                                           of ____________, 19____.




<PAGE>



                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE

                                                _____________, _________

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

                  Re:  Mortgage Asset-Backed Pass-Through Certificates,
                       Series 2000-RZ2, Class R-I AND Class R-II
                       -----------------------------------------------

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
Asset-Backed Pass-Through Certificates, Series 2000-RZ2, Class R-I and Class
R-II (the "Class R Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
November 1, 2000, among Residential Asset Mortgage Products, Inc., as depositor
(the "Depositor"), Residential Funding Corporation, as master servicer and The
Chase Manhattan Bank, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:

          1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.

          2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit H-1. The Seller does
not know or believe that any representation contained therein is false.

          3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.


                                      H-2-1

<PAGE>



          4. The Seller has no actual knowledge that the proposed Transferee is
not both a United States Person and a Permitted Transferee.

                                           Very truly yours,


                                           ______________________________
                                           (Seller)


                                           By:____________________________
                                           Name:__________________________
                                           Title:_________________________




                                      H-2-2

<PAGE>



                                    EXHIBIT I

                     FORM OF INVESTOR REPRESENTATION LETTER

                        ______________________, ________


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

              Re:   Mortgage Asset-Backed Pass-Through Certificates,
                    Series 2000-RZ2, [Class R-I and R-II]
                    [Class SB]
                    ------------------------------------------------

Ladies and Gentlemen:

          _________________ (the "Purchaser") intends to purchase from
______________________ (the "Seller") $___________ Initial Certificate Principal
Balance of Mortgage Asset-Backed Pass- Through Certificates, Series 2000-RZ2,
[Class R-I and R-II][Class SB] (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of November 1, 2000 among Residential Asset Mortgage Products, Inc., as
seller (the "Depositor"), Residential Funding Corporation, as master servicer
and The Chase Manhattan Bank, as trustee (the "Trustee"). All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor and the Trustee 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
          Depositor 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.

          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.



                                       I-1

<PAGE>



          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
          ________________, ____, 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 Depositor as
          has been requested by the Purchaser from the Depositor 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 Depositor 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 Depositor, the Purchaser
          acknowledges that such Memorandum was provided to it by the Seller,
          that the Memorandum was prepared by the Depositor solely for use in
          connection with the Original Sale and the Depositor 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 Depositor
          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.



                                       I-2

<PAGE>



                                                 Very truly yours,

                                                 ______________________________
                                                 (Seller)

                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________




                                       I-3

<PAGE>



                                    EXHIBIT J

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                __________________, ______


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

           Re:  Mortgage Asset-Backed Pass-Through Certificates,
                Series 2000-RZ2, [Class R-I and R-II]
                [Class SB]
                -------------------------------------------------

Ladies and Gentlemen:

          In connection with the sale by __________ (the "Seller") to
______________ (the "Purchaser") of $____________ Initial Certificate Principal
Balance of Mortgage Asset-Backed Pass-Through Certificates, Series 2000-RZ2,
[Class R-I and R-II][Class SB] (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of November 1, 2000 among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and The Chase Manhattan Bank, as trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with, the Depositor
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.

                                             Very truly yours,


                                       J-1

<PAGE>



                                             _____________________________
                                             (Seller)

                                             By:__________________________
                                             Name:________________________
                                             Title:_______________________


                                       J-2

<PAGE>



                                    EXHIBIT K

                   TEXT OF AMENDMENT TO POOLING AND SERVICING
                  AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
                                LIMITED GUARANTY

                                   ARTICLE XII

             Subordinate Certificate Loss Coverage; Limited Guaranty

     Section 12.01. SUBORDINATE CERTIFICATE LOSS COVERAGE; LIMITED GUARANTY. (a)
Subject to subsection (c) below, prior to the later of the third Business Day
prior to each Distribution Date or the related Determination Date, the Master
Servicer shall determine whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(c) on such Distribution Date for Advances
or Subservicer Advances previously made, (which will not be Advances or
Subservicer Advances that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Subservicer Advances reimbursed pursuant to Section
4.02(c), to the extent such Advances or Subservicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class R Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(c).

     (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 R 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 R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c);
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 R
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 R 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 R 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


                                       K-1

<PAGE>



payments made under subsections (a) and (b) hereof and (ii) all draws under the
Limited Guaranty made in lieu of such payments as described below in subsection
(d) and (Y) the then outstanding Certificate Principal Balances of the Class R
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 R Certificateholders.

     (f) The Depositor 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 Depositor obtains 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 Depositor obtains
written confirmation from each nationally recognized credit rating agency that
rated the Class R Certificates at the request of the Depositor that such
substitution shall not lower the rating on the Class R Certificates below the
lesser of (a) the then-current rating assigned to the Class R Certificates by
such rating agency and (b) the original rating assigned to the Class R
Certificates by such rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section shall be
accompanied by a written Opinion of Counsel to the substitute guarantor or
obligor, addressed to the Master Servicer and the Trustee, that such substitute


                                       K-2

<PAGE>



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 Depositor, 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 XI may be amended in any manner; in each case by written instrument
executed or consented to by the Depositor 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 Depositor
shall also obtain a letter from each nationally recognized credit rating agency
that rated the Class R Certificates at the request of the Depositor to the
effect that such amendment, reduction, deletion or cancellation will not lower
the rating on the Class R Certificates below the lesser of (a) the then-current
rating assigned to the Class R Certificates by such rating agency and (b) the
original rating assigned to the Class R Certificates by such rating agency,
unless (A) the Holder of 100% of the Class R 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 Depositor obtains, in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.



                                       K-3

<PAGE>



                                    EXHIBIT L

                            FORM OF LIMITED GUARANTY

                                LIMITED GUARANTY

                    RESIDENTIAL ASSET SECURITIES CORPORATION

                 Mortgage Asset-Backed Pass-Through Certificates
                                 Series 2000-RZ2

                           ____________________, 20___

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

Ladies and Gentlemen:

          WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of November 1, 2000 (the "Servicing Agreement"), among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
andThe Chase Manhattan Bank (the "Trustee") as amended by Amendment No. 1
thereto, dated as of _________, with respect to the Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-RZ2 (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 R
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:

          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
11.01 of the Servicing Agreement.


                                       L-1

<PAGE>



          (b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.

          2. WAIVER. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.

          3. MODIFICATION, AMENDMENT AND TERMINATION. This Limited Guaranty may
be modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.

          4. SUCCESSOR. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.

          5. GOVERNING LAW. This Limited Guaranty shall be governed by the laws
of the State of New York.

          6. AUTHORIZATION AND RELIANCE. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Depositor 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. 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.


                                       L-2

<PAGE>



                                                 GENERAL MOTORS ACCEPTANCE
                                                 CORPORATION
                                                 By:_____________________
                                                 Name:__________________
                                                 Title:___________________


Acknowledged by:
THE CHASE MANHATTAN BANK,
as Trustee

By:___________________
Name:________________
Title:_________________


RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

By:___________________
Name:________________
Title:_________________



                                       L-3

<PAGE>



                                    EXHIBIT M

          FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN

                                                       ________________, _______


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001


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 3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of November 1, 2000, among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:

               (i) the Mortgage Loan is secured by Mortgaged Property located in
          a jurisdiction in which an assignment in lieu of satisfaction is
          required to preserve lien priority, minimize or avoid mortgage
          recording taxes or otherwise comply with, or facilitate a refinancing
          under, the laws of such jurisdiction;

               (ii) the substance of the assignment is, and is intended to be, a
          refinancing of such Mortgage Loan and the form of the transaction is
          solely to comply with, or facilitate the transaction under, such local
          laws;

               (iii) the Mortgage Loan following the proposed assignment will be
          modified to have a rate of interest at least 0.25 percent below or
          above the rate of interest on such Mortgage Loan prior to such
          proposed assignment; and

               (iv) such assignment is at the request of the borrower under the
          related Mortgage Loan.



                                       M-1

<PAGE>



                                                 Very truly yours,

                                                 _________________________
                                                 (Lender)

                                                 By:
                                                 Name:
                                                 Title:



                                       M-2

<PAGE>



                                    EXHIBIT N

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

             Description of Rule 144A Securities, including numbers:

                         ______________________________
                         ______________________________
                         ______________________________
                         ______________________________

          The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").

          1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.

          2. The Buyer warrants and represents to and covenants with the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of November __, 2000 among Residential
Funding Corporation, as Master Servicer, Residential Asset Mortgage Products,
Inc., as Depositor and Bank One, National Association, as trustee, pursuant to
Section 5.02 of the Agreement, 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.

               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


                                       N-1

<PAGE>



     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. Reserved]

          4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.


                                       N-2

<PAGE>



                  IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.

_______________________________               _________________________________
Print Name of Seller                          Print Name of Buyer
By:____________________________               By:______________________________

Name:                                         Name:
Title:                                        Title:
Taxpayer Identification:                      Taxpayer Identification:
No:____________________________               No:______________________________


Date:__________________________               Date:____________________________



                                       N-3

<PAGE>



                                                            ANNEX 1 TO EXHIBIT N
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

[For Buyers Other Than Registered Investment Companies]

          The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

          2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $____________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.

     ____ CORPORATION, ETC. The Buyer is a corporation (other than a bank,
     savings and loan association or similar institution), Massachusetts or
     similar business trust, partnership, or charitable organization described
     in Section 501(c)(3) of the Internal Revenue Code.

     ____ BANK. The Buyer (a) is a national bank or banking institution
     organized under the laws of any State, territory or the District of
     Columbia, the business of which is substantially confined to banking and is
     supervised by the State or territorial banking commission or similar
     official or is a foreign bank or equivalent institution, and (b) has an
     audited net worth of at least $25,000,000 as demonstrated in its latest
     annual financial statements, a copy of which is attached hereto.

     ____ 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 DEPOSITOR. 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.



                                       N-4

<PAGE>



     ____ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by
          a State, its political subdivisions, or any agency or instrumentality
          of the State or its political subdivisions, for the benefit of its
          employees.

     ____ ERISA PLAN. The Buyer is an employee benefit plan within the meaning
          of Title I of the Employee Retirement Income Security Act of 1974.

     ____ INVESTMENT ADVISER. The Buyer is an investment adviser registered
          under the Investment Advisers Act of 1940.

     ____ SBIC. The Buyer is a Small Business Investment Company licensed by the
          U.S. Small Business Administration under Section 301(c) or (d) of the
          Small Business Investment Act of 1958.

     ____ BUSINESS DEVELOPMENT DEPOSITOR. 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.



                                       N-5

<PAGE>



____   ____    Will the Buyer be purchasing the Rule 144A
Yes    No      Securities only for the Buyer's own account?

          6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

                  7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
                                        __________________________________
                                        Print Name of Buyer
                                        By:  _____________________________
                                             Name:
                                             Title:

                                        Date: ____________________________


                                       N-6

<PAGE>



                                                            ANNEX 2 TO EXHIBIT N
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

              [For Buyers That Are Registered Investment Companies]

          The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.

          2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

          The Buyer owned $___________________ in securities (other than the
          excluded securities referred to below) as of the end of the Buyer's
          most recent fiscal year (such amount being calculated in accordance
          with Rule 144A).

          The Buyer is part of a Family of Investment Companies which owned in
          the aggregate $_________________ in securities (other than the
          excluded securities referred to below) as of the end of the Buyer's
          most recent fiscal year (such amount being calculated in accordance
          with Rule 144A).

          3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

          4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.

          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.


                                       N-7

<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 ADVISER:
                                                ____________________________
                                                Print Name of Buyer

                                                Date: ______________________





<PAGE>



                                    EXHIBIT O

                              FORM OF ERISA LETTER

                            __________________, _____


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437

The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN  55437

Attention:  Residential Funding Corporation Series 2000-RZ1

Re:  Mortgage Asset-Backed Pass-Through Certificates,
     Series 2000-RZ1 [Class SB]
     ------------------------------------------------

Ladies and Gentlemen:

_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 2000-RZ1, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of November 1, 2000 among
Residential Asset Mortgage Products, Inc., as the company (the "Depositor"),
Residential Funding Corporation, as master servicer (the "Master Servicer") and
The Chase Manhattan Bank, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Trustee and the Master Servicer that:

(a) The Purchaser is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan within the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R. ss.2510.3-101; or




<PAGE>



(b) The Purchaser has provided the Trustee, the Depositor and the Master
Servicer with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Depositor or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.

     In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either (a) or (b) above.

                                            Very truly yours,

                                            ___________________________________
                                            (Purchaser)

                                            By:________________________________
                                            Name:______________________________
                                            Title:_____________________________





<PAGE>



                                    EXHIBIT P

                           ERISA REPRESENTATION LETTER

                                     [date]

Residential Funding Corporation
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota  55437

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota  55437

The Chase Manhattan Bank
450 West 33rd Street, 14th Floor,
New York, New York 10001
Attention:  Residential Asset Mortgage Products Inc. Series 2000-RZ2

    Re:  Residential Asset Mortgage Products, Inc.
    Mortgage Asset-Backed Pass-Through Certificates, Series 2000-RZ2, Class M-__

Ladies and Gentlemen:

     [__________________________] (the "Purchaser") intends to purchase from
[__________________________] (the "Seller") $[____________] initial Certificate
Principal Balance of the above-referenced certificates, issued under the pooling
and servicing agreement, dated as of November 1, 2000, among Residential Asset
Mortgage Products, Inc., as depositor, Residential Funding Corporation, as
master servicer and The Chase Manhattan Bank, as trustee. All terms used in this
ERISA Representation Letter and not otherwise defined shall have the meanings
set forth in the pooling and servicing agreement.

     The Purchaser hereby certifies, represents and warrants to, and covenants
with the Seller, the trustee and the master servicer that, either:

          (a) The Purchaser is not an ERISA plan, or any other person, including
     an investment manager, a named fiduciary or a trustee of any Plan, acting,
     directly or indirectly, on behalf of or purchasing any certificate with
     "plan assets" of any ERISA plan within the meaning of the DOL regulation at
     29 C.F.R. ss.2510.3-101; or

          (b) The Purchaser is an insurance company, the source of funds to be
     used by which to purchase the certificates is an "insurance company general
     account", as the term is defined



<PAGE>


     in DOL Prohibited Transaction Class Exemption 95-60, and the conditions in
     Sections I and III of PTCE 95-60 have been satisfied.

     In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Seller, the trustee and the master servicer that the
Purchaser will not transfer the certificates to any ERISA plan or person unless
that ERISA plan or person meets the requirements in either (a) or (b) above.

                                                      Very truly yours,

                                                      By:  ___________________
                                                      Name:_________________
                                                      Title:_________________