RESIDENTIAL ASSET MORTGAGE PRODUCTS INC
POOLING & SERVICING
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>POOLING & SERVICING
<TEXT>


                                 EXECUTION COPY


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





                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                    Company,



                           GMAC MORTGAGE CORPORATION,
                                    Servicer

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.,
                                     Trustee



                         POOLING AND SERVICING AGREEMENT

                         Dated as of September 27, 2000

                        GMACM Mortgage Loan Trust 2000-J3
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2000-J3




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


<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                            Page


                                -i-

<S>                                                                                        <C>
Article I         DEFINITIONS...............................................................5

        Section 1.01. Definitions...........................................................5

        Section 1.02. Use of Words and Phrases.............................................37

Article II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........38

        Section 2.01. Conveyance of Mortgage Loans.........................................38

        Section 2.02. Acceptance by Trustee................................................43

        Section 2.03. Representations, Warranties and Covenants of the Servicer and
                      the Company..........................................................45

        Section 2.04. Representations and Warranties of the Seller.........................46

        Section 2.05. Execution and Authentication of Certificates.........................47

        Section 2.06. Negative Covenants of the Trust Fund.................................48

Article III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................48

        Section 3.01. Servicer to Act as Servicer..........................................48

        Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
                      Enforcement of Subservicers' and Sellers' Obligations................50

        Section 3.03. Successor Subservicers...............................................50

        Section 3.04. Liability of the Servicer............................................50

        Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
                      Certificateholders...................................................50

        Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee......51

        Section 3.07. Collection of Certain Mortgage Loan Payments;  Deposits to
                      Custodial Account....................................................51

        Section 3.08. Subservicing Accounts; Servicing Accounts............................53

        Section 3.09. Access to Certain Documentation and  Information Regarding the
                      Mortgage Loans.......................................................54

        Section 3.10. Permitted Withdrawals from the Custodial Account.....................55

        Section 3.11. Maintenance of the Primary Insurance  Policies; Collections
                      Thereunder...........................................................56

        Section 3.12. Maintenance of Fire Insurance and  Omissions and Fidelity
                      Coverage.............................................................57

<PAGE>

        Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
                      Modification Agreements; Certain Assignments.........................59

        Section 3.14. Realization Upon Defaulted Mortgage Loans............................60

        Section 3.15. Trustee to Cooperate; Release of Mortgage Files......................63

        Section 3.16. Servicing and Other Compensation; Compensating Interest..............65

        Section 3.17. Periodic Filings with the Securities and Exchange Commission;
                      Additional Information...............................................65

        Section 3.18. Annual Statement as to Compliance....................................66

        Section 3.19. Annual Independent Public Accountants' Servicing Report..............66

        Section 3.20. Rights of the Company in Respect of the Servicer.....................67

        Section 3.21. Administration of Buydown Funds......................................67

Article IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................67

        Section 4.01. Payment Account......................................................67

        Section 4.02. Distributions........................................................68

        Section 4.03. Statements to Certificateholders.....................................80

        Section 4.04. Distribution of Reports to the Trustee and  the Company;
                      Advances by the Servicer.............................................81

        Section 4.05. Allocation of Realized Losses........................................83

        Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........84

        Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................84

        Section 4.08. Insured Reserve Fund.................................................84

        Section 4.09. Rounding Account.....................................................85

        Section 4.10. Principal Distributions on the Class A-4 Certificates and
                      Class A-22 Certificates..............................................86

Article V         THE CERTIFICATES.........................................................86

        Section 5.01. The Certificates.....................................................86

        Section 5.02. Registration of Transfer and Exchange of Certificates................88

        Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................93

        Section 5.04. Persons Deemed Owners................................................94

        Section 5.05. Appointment of Paying Agent..........................................94


<PAGE>


        Section 5.06. Optional Purchase of Certificates....................................94



Article VI        THE COMPANY AND THE SERVICER.............................................96

        Section 6.01. Respective Liabilities of the Company and the Servicer...............96

        Section 6.02. Merger or Consolidation of the Company or the Servicer;
                      Assignment of Rights and Delegation of Duties by Servicer............96

        Section 6.03. Limitation on Liability of the Company,  the Servicer and Others.....97

        Section 6.04. Company and Servicer Not to Resign...................................98

Article VII       DEFAULT..................................................................98

        Section 7.01. Events of Default....................................................98

        Section 7.02. Trustee or Company to Act; Appointment of Successor.................100

        Section 7.03. Notification to Certificateholders..................................102

        Section 7.04. Waiver of Events of Default.........................................102

Article VIII      CONCERNING THE TRUSTEE..................................................102

        Section 8.01. Duties of Trustee...................................................102

        Section 8.02. Certain Matters Affecting the Trustee...............................104

        Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...............105

        Section 8.04. Trustee May Own Certificates........................................106

        Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification........106

        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.......................108

        Section 8.11. Appointment of Custodians...........................................109

        Section 8.12. Appointment of Office or Agency.....................................110

Article IX        TERMINATION.............................................................110

        Section 9.01. Termination Upon Purchase by the Servicer  or the Company or
                      Liquidation of All Mortgage Loans...................................110

        Section 9.02. Additional Termination Requirements.................................112

<PAGE>



Article X         REMIC PROVISIONS........................................................113

        Section 10.01.REMIC Administration................................................113

        Section 10.02.Servicer, REMIC Administrator and Trustee Indemnification...........116

        Section 10.03.Designation of REMIC................................................117

        Section 10.04.Compliance with Withholding Requirements............................117

CERTAIN MATTERS REGARDING FINANCIAL SECURITY..............................................118

        Section 11.02.Claims Upon the FSA Policy; FSA Policy Payments Account.............118

        Section 11.03.Effect of Payments by Financial Security; Subrogations..............119

        Section 11.04.Notices and Information to Financial Security; Financial
                      Security as Third Party Beneficiary.................................120

        Section 11.05.Trustee to Hold FSA Policy..........................................120

        Section 11.06.No Petition.........................................................120

Article XII       MISCELLANEOUS PROVISIONS................................................120

        Section 12.01.Amendment...........................................................120

        Section 12.02.Recordation of Agreement; Counterparts..............................122

        Section 12.03.Limitation on Rights of Certificateholders..........................123

        Section 12.04.Governing Law.......................................................123

        Section 12.05.Notices.............................................................123
        Section 12.06.Required Notices to Rating Agency and Subservicer...................125

        Section 12.07.Severability of Provisions..........................................125

        Section 12.08.Supplemental Provisions for Resecuritization........................126

        Section 12.09.Allocation of Voting Rights.........................................126



<PAGE>



                                    EXHIBITS

Exhibit A-1:          Form of Class A Certificate

Exhibit A-2:          Form of Class IO Certificate

Exhibit A-3:          Form of Class PO Certificate

Exhibit B:            Form of Class M Certificate

Exhibit C:            Form of Class B Certificate

Exhibit D:            Form of Class R Certificate

Exhibit E:            Mortgage Loan Schedule

Exhibit F:            Form of Request for Release

Exhibit G-1:          Form of Transfer Affidavit and Agreement

Exhibit G-2:          Form of Transferor Certificate

Exhibit H-1:          Form of Investor Representation Letter

Exhibit H-2:          Form of ERISA Representation Letter

Exhibit H-3:          Form of ERISA Legend

Exhibit I:            Form of Transferor Representation Letter

Exhibit J:            Form of Rule 144A Investment Representation Letter

Exhibit K:            Form of Lender Certification for Assignment of Mortgage Loan

Exhibit L:            Schedule of Discount Fractions

Exhibit M:            Information to be Included in Monthly Distribution Date Statement

Exhibit N:            Form of Initial Certification

Exhibit O:            Form of Final Certification

Exhibit P:            FSA Policy

</TABLE>






<PAGE>






        This is the Pooling and Servicing  Agreement,  dated as of September 27,
2000 (the "Pooling and Servicing  Agreement" or "Agreement"),  among RESIDENTIAL
ASSET  MORTGAGE  PRODUCTS,  INC.,  as the company  (together  with its permitted
successors and assigns, the "Company"),  GMAC MORTGAGE CORPORATION,  as servicer
(together with its permitted successors and assigns, the "Servicer"),  and WELLS
FARGO BANK MINNESOTA, N.A., a national banking association, as Trustee (together
with its permitted successors and assigns, the "Trustee").

                             PRELIMINARY STATEMENT:

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

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

<TABLE>
<CAPTION>

                               Aggregate
                                Initial
                              Certificate                                      Fitch/
               Pass-Through    Principal                       Maturity      Standard &        Minimum
 Designation      Rate          Balance       Features(1)        Date          Poor's     Denominations(2)


<S>     <C>       <C>        <C>                                      <C>                    <C>
Class A-1         7.75%      $145,159,935    Senior/Fixed     October 25,      AAA/AAA       $25,000.00
                                                 Rate            2030
Class A-2         7.75%        $8,721,937    Senior/Accrual/FiOctober 25,      AAA/AAA       $25,000.00
                                                 Rate            2030
Class A-3         7.75%       $21,940,169       Senior/       October 25,      AAA/AAA       $25,000.00
                                             -------------       2030
                                              Prepayment
                                             Lockout/Fixed
                                                 Rate
Class A-4         7.75%         $1,910,401   Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-5         7.75%          $334,320    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-6         7.75%          $334,320    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-7         7.75%          $334,320    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-8         7.75%          $334,320    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-9         7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-10        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-11        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-12        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-13        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-14        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-15        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-16        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-17        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-18        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-19        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-20        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-21        7.75%        $4,776,004    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-22        7.75%          $955,200    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-23        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-24        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-25        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-26        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate


<PAGE>


Class A-27        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-28        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-29        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-30        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-31        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-32        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-33        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-34        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-35        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-36        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-37        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-38        7.75%          $286,560    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-39        7.75%          $286,563    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-40        7.50%        $3,247,523    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-41        8.25%        $1,624,000    Senior/Retail/   October 25,      AAA/AAA        $1,000.00
                                             Insured/Fixed       2030
                                                 Rate
Class A-42        7.75%        $8,851,846    Senior/Fixed     October 25,      AAA/AAA       $25,000.00
                                                 Rate            2030
Class A-43        7.75%        $5,580,000       Senior/       October 25,      AAA/AAA       $25,000.00
                                               Accretion         2030
                                             Directed/Fixed
                                                 Rate
Class A-44        7.75%       $ 6,988,051       Senior/       October 25,      AAA/AAA       $25,000.00
                                               Accretion         2030
                                             Directed/Fixed
                                                 Rate
Class PO          0.00%          $675,540    Senior/Principal October 25,      AAA/AAA       $25,000.00
                                                 Only            2030
Class IO        Variable         $0.00(4)    Senior/Interest  October 25,      AAA/AAA           (5)
                 Rate(3)                     Only/Variable       2030
                                               Rate Only
Class R           7.75%           $100.00       Senior/       October 25,      AAA/AAA           (6)
                                             Residual/Fixed      2030
                                                 Rate
Class M-1         7.75%        $4,126,400      Mezzanine      October 25,       AA/NA        $25,000.00
                                                                 2030
Class M-2         7.75%        $1,948,600      Mezzanine      October 25,       A/NA         $250,000.00
                                                                 2030
Class M-3         7.75%        $1,146,300      Mezzanine      October 25,      BBB/NA        $250,000.00
                                                                 2030
Class B-1         7.75%          $802,300     Subordinate     October 25,       BB/NA        $250,000.00
                                                                 2030
Class B-2         7.75%          $573,200     Subordinate     October 25,       B/NA         $250,000.00
                                                                 2030
Class B-3         7.75%        $1,948,628     Subordinate     October 25,       NA/NA        $250,000.00
                                                                 2030
</TABLE>

<PAGE>


(1) The  Certificates,  other than the Class PO,  Class IO,  Class B and Class R
Certificates shall be Book-Entry  Certificates.  The Class PO, Class IO, Class B
and Class R Certificates  shall be delivered to the holders  thereof in physical
form.

(2) The Certificates, other than the Class IO and Class R Certificates, shall be
issuable in minimum  dollar  denominations  as indicated  above (by  Certificate
Principal Balance or Notional Amount) and integral multiples of $1 (or $1,000 in
the case of the Class PO, Class B-1,  Class B-2 and Class B-3  Certificates)  in
excess  thereof,  except that one  Certificate  of any of the Class PO and Class
B-1,  Class B-2 and Class B-3  Certificates  that contain an uneven  multiple of
$1,000 shall be issued in a denomination equal to the sum of the related minimum
denomination  set forth above and such uneven multiple for such Class or the sum
of such denomination and an integral multiple of $1,000.

(3) With respect to the Class IO Certificates and any Distribution  Date, a rate
equal to the  weighted  average  of the  Pool  Strip  Rate of each  Non-Discount
Mortgage Loan weighted on the basis of the respective Stated Principal  Balances
of such Mortgage Loans as of the day  immediately  preceding  such  Distribution
Date  (or,  with  respect  to the  initial  Distribution  Date,  at the close of
business on the Cut-off Date).  The initial  Pass-Through  Rate for the Class IO
Certificates shall be equal to 0.433%.

(4) The initial Notional Amount for the Class IO Certificates  shall be equal to
$201,434,472.

(5) The Class IO Certificates shall be issuable in minimum  denominations of not
less than a 20% Percentage Interest.

(6) The Class R Certificates  shall be issuable in minimum  denominations of not
less than a 20% Percentage Interest; provided, however, that one Class R will be
issuable  to GMAC  Mortgage  Corporation  as "tax  matters  person"  pursuant to
Section  10.01(c) and (e) in a minimum  denomination  representing  a Percentage
Interest of not less than 0.01%.


        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $229,248,160.91.

<PAGE>


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



                                   Article I

                                   DEFINITIONS

Section 1.01...Definitions.

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

     Accretion Directed Certificate: Any one of the Certificates designated as a
Class A-43 Certificate or Class A-44 Certificate.

        Accretion Termination Date: The earlier to occur of (i) the Distribution
Date  immediately  following  the  Distribution  Date  on  which  the  aggregate
Certificate  Principal Balance of the Accretion  Directed  Certificates has been
reduced to zero; and (ii) the Credit Support Depletion Date.

     Accrual Certificate:  Any one of the Certificates designated as a Class A-2
Certificate.

        Accrual  Distribution  Amount: With respect to each Distribution Date on
or prior to the  Accretion  Termination  Date,  an amount equal to the amount of
Accrued Certificate  Interest on the Class A-2 Certificates for such date, which
will be added to the Certificate Principal Balance thereof to the extent payable
to the Accretion Directed Certificates pursuant to Section 4.02(b)(ii); provided
that,  with  respect  to  each  Distribution  Date  on or  after  the  Accretion
Termination  Date,  the entire  Accrued  Certificate  Interest  on the Class A-2
Certificates  for such date will be payable to the Class A-2  Certificateholders
pursuant  to Section  4.02(a)(i)  hereof to the  extent  that  payments  are not
required to fully  reduce the  Accretion  Directed  Certificates  to zero on the
Accretion  Termination  Date;  and  provided  further,  that  if  the  Accretion
Termination  Date is the Credit  Support  Depletion  Date,  the entire amount of
Accrued  Certificate  Interest  for that date will be  payable  to the Class A-2
Certificateholders pursuant to Section 4.02(a)(i) hereof.

        Accrued  Certificate  Interest:  With respect to each Distribution Date,
(a) as to any Class of  Certificates  (other than any Class PO or Interest  Only
Certificates),  interest  accrued during the related  Interest Accrual Period at
the related  Pass-Through  Rate on the  Certificate  Principal  Balance  thereof
immediately  prior to such Distribution Date and (b) in the case of the Interest
Only  Certificates,  interest accrued during the related Interest Accrual Period
at the related  Pass-Through  Rate on the Notional  Amount  thereof  immediately
prior to such Distribution Date. Accrued Certificate Interest will be calculated
on the basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates will be reduced by the
amount of:

        (i)    Prepayment  Interest  Shortfalls  on all  Mortgage  Loans (to the
               extent not offset by the Servicer with a payment of  Compensating
               Interest as provided in Section 4.01),


<PAGE>


        (ii)   the interest  portion  (adjusted to the Net Mortgage Rate (or the
               Modified  Net  Mortgage  Rate in the case of a Modified  Mortgage
               Loan)) of Realized Losses on all Mortgage Loans (including Excess
               Special Hazard  Losses,  Excess Fraud Losses,  Excess  Bankruptcy
               Losses and  Extraordinary  Losses) not allocated solely to one or
               more specific Classes of Certificates pursuant to Section 4.05,

        (iii)  the interest  portion of Advances  that were made with respect to
               delinquencies  that  were  ultimately  determined  to  be  Excess
               Special Hazard  Losses,  Excess Fraud Losses,  Excess  Bankruptcy
               Losses or Extraordinary Losses, and

        (iv)   any other interest  shortfalls  not covered by the  subordination
               provided by the Class M  Certificates  and Class B  Certificates,
               including  interest  that is not  collectible  from the Mortgagor
               pursuant to the Relief Act,

with all such reductions  allocated among all of the  Certificates in proportion
to their  respective  amounts of Accrued  Certificate  Interest  payable on such
Distribution  Date absent such  reductions.  In addition to that  portion of the
reductions  described in the preceding  sentence that are allocated to any Class
of  Class  B  Certificates  or  any  Class  of  Class  M  Certificates,  Accrued
Certificate  Interest  on such  Class of Class B  Certificates  or such Class of
Class M Certificates  will be reduced by the interest  portion  (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates  or such Class of Class M Certificates  pursuant to Section
4.05.

     Advance:  As to any  Mortgage  Loan,  any  advance  made  by the  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.

        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,  Curtailments,  Mortgage  Loan  purchases  made pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan  substitutions  made pursuant
to Section 2.03 or 2.04 received or made in the month of such  Distribution Date
(other than such  Liquidation  Proceeds,  Insurance  Proceeds  and  purchases of
Mortgage  Loans  that the  Servicer  has  deemed  to have been  received  in the
preceding month in accordance with Section 3.07(b)),  and Principal  Prepayments
in Full received or made after the related  Prepayment Period, and (ii) payments
which  represent  early receipt of scheduled  payments of principal and interest
due on a date or dates subsequent to the related Due Date.

        Appraised  Value:  As to any Mortgaged  Property,  the lesser of (i) the
appraised value of such Mortgaged  Property based upon the appraisal made at the
time of the  origination of the related  Mortgage Loan, and (ii) the sales price
of the Mortgaged  Property at such time of origination,  except in the case of a
Mortgaged  Property  securing a refinanced or modified Mortgage Loan as to which
it is  either  the  appraised  value  determined  above or the  appraised  value
determined in an appraisal at the time of  refinancing or  modification,  as the
case may be, provided that if permitted by the applicable underwriting standards
of the Seller,  the Appraised Value shall be the value of the Mortgaged Property
as stated by the Mortgagor.

<PAGE>

        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 of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.

        Available  Distribution  Amount: As to any Distribution  Date, 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  Payment  Account
Deposit Date,  (iii) any amount  deposited in the Payment Account on the related
Payment  Account  Deposit  Date  pursuant  to the  second  paragraph  of Section
3.12(a),  (iv) any amount  deposited in the Payment Account  pursuant to Section
4.07, and (v) any amount that the Servicer is not permitted to withdraw from the
Custodial Account pursuant to Section 3.16(e),  reduced by (b) the sum as of the
close  of  business  on the  immediately  preceding  Determination  Date  of (w)
aggregate  Foreclosure  Profits, (x) the Amount Held for Future Distribution and
(y) amounts permitted to be withdrawn by the 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  prior to the first
anniversary  of the Cut-off Date, an amount equal to the excess,  if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy  Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of  determination  on or after the first  anniversary of the Cut-off
Date, an amount equal to the excess, if any, of

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

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

<PAGE>


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

        The Bankruptcy Amount may be further reduced by the Servicer  (including
accelerating  the manner in which such coverage is reduced)  provided that prior
to any such reduction,  the Servicer shall (i) obtain written  confirmation from
each Rating Agency that such reduction  shall not reduce the rating  assigned to
any Class of  Certificates  by such Rating Agency  (without giving effect to the
FSA  Policy  in the case of the  Insured  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 (ii)  provide a copy of such  written
confirmation to the Trustee and to Financial Security.

        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  Servicer has notified the Trustee in writing that the
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 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,  the  State of
Pennsylvania,  the State of Minnesota  or the State of Maryland  (and such other
state or states in which the Custodial Account or the Payment Account are at the
time located) are required or authorized by law or executive order to be closed.

<PAGE>

        Buydown  Funds:  Any amount  contributed  by the  seller of a  Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments  required to be made from the Mortgagor's  funds in the early years
of a  Mortgage  Loan.  Buydown  Funds  are not part of the Trust  Fund  prior to
deposit into the Custodial or Payment Account.

        Buydown  Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related  Buydown Funds in  accordance  with a related
buydown agreement.

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

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

        Certificateholder  or Holder:  The Person in whose name a Certificate is
registered  in  the  Certificate  Register,  and , in  respect  of  the  Insured
Certificates, Financial Security to the extent of Cumulative Insurance Payments,
except that neither a Disqualified  Organization nor a Non-United  States Person
shall be a holder of a Class R Certificate  for purposes  hereof and, solely for
the purpose of giving any consent or direction  pursuant to this Agreement,  any
Certificate,  other than a Class R  Certificate,  registered  in the name of the
Company,  the 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 each Certificate (other than
any Interest Only  Certificate),  on any date of determination,  an amount equal
to:

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

        (ii)   in the case of the Accrual  Certificates,  an amount equal to the
               aggregate Accrued  Certificate  Interest added to the Certificate
               Principal  Balance  thereof prior to such date of  determination,
               minus

<PAGE>


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

provided,  however,  that  solely  for  the  purpose  of  determining  Financial
Security's rights as subrogee,  the Certificate Principal Balance of any Insured
Certificate  shall be deemed to not be reduced by any principal  amounts paid to
the Holder  thereof from FSA Insurance  Payments,  unless such amounts have been
reimbursed to Financial Security pursuant to Section 4.02(a)(xvi); and provided,
that the Certificate Principal Balance of the Class of Subordinate  Certificates
with the Lowest  Priority  at any given time  shall be  calculated  to equal the
Percentage  Interest  evidenced by such Certificate times 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 all  other  Classes  of
Certificates  then outstanding,  not taking into  consideration any reduction in
the Certificate  Principal  Balances of the Class A-4 Certificates or Class A-22
Certificates due to a withdrawal of funds from the related Rounding Account.

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

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

        Class A  Certificate:  Any one of the Class A-1,  Class A-2,  Class A-3,
Class A-4,  Class A-5,  Class A-6,  Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11,  Class A-12,  Class A-13,  Class A-14, Class A-15, Class A-16, Class
A-17,  Class A-18,  Class A-19,  Class A-20,  Class A-21 Class A-22, Class A-23,
Class A-24,  Class A-25,  Class A-26,  Class A-27, Class A-28, Class A-29, Class
A-30,  Class A-31,  Class A-32,  Class A-33, Class A-34, Class A-35, Class A-36,
Class A-37,  Class A-38,  Class A-39,  Class A-40, Class A-41, Class A-42, Class
A-43 and Class A-44  Certificates,  executed by the Trustee and authenticated by
the Certificate  Registrar  substantially  in the form annexed hereto as Exhibit
A-1.

        Class B Certificate:  Any one of the Certificates  designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.

        Class IO Certificate:  Any one of the Certificates designated as a Class
IO  Certificate,  executed by the Trustee and  authenticated  by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-2.

        Class M Certificate:  Any one of the Certificates  designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.

        Class PO Certificate:  Any one of the Certificates designated as a Class
PO  Certificate,  executed by the Trustee and  authenticated  by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-3.

<PAGE>


        Class PO Collection  Shortfall:  With respect to the Cash Liquidation or
REO  Disposition  of a Discount  Mortgage Loan and any  Distribution  Date,  the
excess of the  amount  described  in  Section  4.02(b)(i)(C)(1)  over the amount
described in Section 4.02(b)(i)(C)(2).

        Class PO Principal Distribution Amount:  As defined in Section 4.02.

     Class R Certificate:  Any one of the  Certificates  designated as a Class R
Certificate.

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

        Closing Date: September 27, 2000.

        Code:  The Internal Revenue Code of 1986.

        Compensating Interest:  With respect to any Distribution Date, an amount
(but not in excess of the  Servicing  Fee for such  Distribution  Date) equal to
Prepayment  Interest  Shortfalls  resulting from  Principal  Prepayments in Full
during the related Prepayment Period and resulting from Curtailments  during the
prior calendar month.

        Cooperative:  A private,  cooperative  housing corporation which owns or
leases land and all or part of a building or  buildings,  including  apartments,
spaces used for commercial  purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.

        Cooperative  Apartment:  A dwelling  unit in a  multi-dwelling  building
owned or leased by a  Cooperative,  which unit the  Mortgagor  has an  exclusive
right to  occupy  pursuant  to the  terms of a  proprietary  lease or  occupancy
agreement.

        Cooperative  Lease:  With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative  Apartment occupied
by the Mortgagor and relating to the related  Cooperative  Stock, which lease or
agreement  confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.

        Cooperative  Loans:  Any of the  Mortgage  Loans  made in  respect  of a
Cooperative  Apartment,  evidenced  by a  Mortgage  Note  and  secured  by (i) a
Security  Agreement,  (ii) the related  Cooperative Stock Certificate,  (iii) an
assignment of the Cooperative  Lease, (iv) financing  statements and (v) a stock
power (or other  similar  instrument),  and  ancillary  thereto,  a  recognition
agreement  between the Cooperative  and the originator of the Cooperative  Loan,
each of which was  transferred  and assigned to the Trustee  pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.

     Cooperative   Stock:  With  respect  to  a  Cooperative  Loan,  the  single
outstanding class of stock,  partnership  interest or other ownership instrument
in the related Cooperative.

<PAGE>

     Cooperative  Stock  Certificate:  With respect to a Cooperative  Loan,  the
stock certificate or other instrument evidencing the related Cooperative Stock.

        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 Wells Fargo Center,  Sixth and Marquette,  Minneapolis,
Minnesota  55479-1026,  Attention:  Corporate Trust, GMACM Mortgage Pass-Through
Certificates, Series 2000-J3.

        Credit Support Depletion Date: The first  Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.

        Cumulative  Insurance  Payments:  As of any time of  determination,  the
aggregate of all FSA Insurance  Payments  previously made by Financial  Security
under the FSA Policy  minus the  aggregate of all  payments  previously  made to
Financial  Security  pursuant to Section  4.02(a)(xvi)  hereof or  otherwise  as
reimbursement for FSA Insurance Payments.

     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, into which the amounts set forth in Section
3.07 shall be deposited directly.

        Custodial  Agreement:  An  agreement  that may be entered into among the
Servicer,  the Trustee and a Custodian pursuant to which the Custodian will hold
certain documents relating to the Mortgage Loans on behalf of the Trustee.

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date: September 1, 2000.

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

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

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

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

<PAGE>

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

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

        Depository:  The Depository Trust Company,  or any successor  Depository
hereafter  named.  The  nominee  of  the  initial  Depository  for  purposes  of
registering those Certificates that are to be Book-Entry  Certificates is Cede &
Co. The Depository shall at all times be a "clearing  corporation" as defined in
Section  8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered  pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.

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

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

        Determination  Date: With respect to any Distribution Date, the 15th day
(or if such  15th  day is not a  Business  Day,  the  Business  Day  immediately
following such 15th day) of the month of the related Distribution Date.

        Discount  Fraction:  With respect to each Discount  Mortgage  Loan,  the
fraction  expressed as a percentage,  the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the  denominator of which is the
Discount Net Mortgage Rate. The Discount  Fraction with respect to each Discount
Mortgage Loan is set forth as on Exhibit L attached hereto.

        Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage  Rate) of less than the Discount Net Mortgage  Rate per
annum and any Mortgage  Loan deemed to be a Discount  Mortgage  Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.

        Discount Net Mortgage Rate:  7.75% per annum.

<PAGE>


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

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

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

        Due Period:  With  respect to each  Distribution  Date and any  Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such  Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.

        Eligible  Account:  An  account  that  is  any  of  the  following:  (i)
maintained with a federal or state chartered depository institution the accounts
of which are insured by the FDIC (to the limits established by the FDIC) and the
short-term debt ratings and the long-term  deposit ratings of which are rated in
one of the two highest rating categories by the Rating Agencies, or (ii) a trust
account or  accounts  maintained  with a federal or state  chartered  depository
institution or trust company with trust powers acting in its fiduciary capacity,
or  (iii)  in the case of the  Payment  Account,  a trust  account  or  accounts
maintained in the corporate trust division of the Trustee, or (iv) 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 Payment Account will not reduce the rating assigned to
any Class of  Certificates  by such Rating Agency  (without giving effect to the
FSA  Policy  in the case of the  Insured  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).

        Eligible Funds: On any  Distribution  Date, the portion,  if any, of the
Available  Distribution  Amount  remaining after reduction by the sum of (i) the

<PAGE>


aggregate  amount of Accrued  Certificate  Interest on the Senior  Certificates,
(ii) the Senior  Principal  Distribution  Amount  (determined  without regard to
Section  4.02(a)(ii)(Y)(D)  hereof),  (iii) the Class PO Principal  Distribution
Amount (determined without regard to Section  4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued  Certificate  Interest on the Class M, Class B-1 and
Class B-2 Certificates.

        Event of Default:  As defined in Section 7.01.

     Excess  Bankruptcy  Loss: Any Bankruptcy  Loss, or portion  thereof,  which
exceeds the then applicable Bankruptcy Amount.

     Excess Fraud Loss:  Any Fraud Loss, or portion  thereof,  which exceeds the
then applicable Fraud Loss Amount.

     Excess Special  Hazard Loss:  Any Special Hazard Loss, or portion  thereof,
that exceeds the then applicable Special Hazard Amount.

        Excess  Subordinate  Principal Amount:  With respect to any Distribution
Date on which  the  aggregate  Certificate  Principal  Balance  of the  Class of
Subordinate  Certificates  then  outstanding  with the Lowest  Priority is to be
reduced to zero and on which  Realized  Losses are to be allocated to such class
or classes,  the  excess,  if any,  of (i) the amount  that would  otherwise  be
distributable  in respect of principal on such class or classes of  Certificates
on such  Distribution  Date  over  (ii) the  excess,  if any,  of the  aggregate
Certificate   Principal  Balance  of  such  class  or  classes  of  Certificates
immediately  prior to such  Distribution  Date  over  the  aggregate  amount  of
Realized  Losses  to be  allocated  to  such  classes  of  Certificates  on such
Distribution  Date as  reduced  by any  amount  calculated  pursuant  to Section
4.02(b)(i)(E) hereof.

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

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

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

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

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

<PAGE>


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

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

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

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

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

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

        FDIC:  Federal Deposit Insurance Corporation or any successor thereto.

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

        Financial Security: Financial Security Assurance Inc.

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

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

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

        Fraud Loss  Amount:  As of any date of  determination  after the Cut-off
Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate  outstanding  principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud

<PAGE>


Losses  allocated  solely to one or more  specific  Classes of  Certificates  in
accordance  with  Section  4.05  since  the  Cut-off  Date  up to  such  date of
determination  and (Y) from the third to the fifth  anniversary  of the  Cut-off
Date,  an amount  equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most  recent  anniversary  of the  Cut-off  Date and (b) 0.50% of the  aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary  of the Cut-off Date minus (2) the aggregate  amount of Fraud Losses
allocated  solely to one or more specific  Classes of Certificates in accordance
with  Section 4.05 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 Servicer  (including
accelerating  the manner in which such coverage is reduced)  provided that prior
to any such reduction,  the Servicer shall (i) obtain written  confirmation from
each Rating Agency that such reduction  shall not reduce the rating  assigned to
any Class of  Certificates  by such Rating Agency  (without giving effect to the
FSA  Policy  in the case of the  Insured  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 (ii)  provide a copy of such  written
confirmation to the Trustee and to Financial Security.

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

        FSA Default:  The  existence and  continuance  of a failure by Financial
Security to make a payment  required under the FSA Policy in accordance with its
terms.

        FSA  Insurance  Payment:  Any payment  made by Financial  Security  with
respect to the Insured Certificates under the FSA Policy.

     FSA Policy: The Certificate  Guaranty Insurance Policy (No. 50984-N) issued
by   Financial   Security  for  the  benefit  of  the  Holders  of  the  Insured
Certificates, including any endorsements thereto, attached as Exhibit P.

     FSA Policy Payments Account:  The account  established  pursuant to Section
11.02(b) hereof.

        GMAC Mortgage  Corporation:  GMAC Mortgage  Corporation,  a Pennsylvania
corporation, in its capacity as seller of the Mortgage Loans to the Company, and
any successor thereto.

        Guaranteed Distribution:  With respect to the Insured Certificates as of
any Distribution Date (after  application of amounts in the Insured Reserve Fund
and any  Compensating  Interest  allocated  to the  Insured  Certificates),  the
distribution  to be  made  to the  Holders  of the  Insured  Certificates  in an
aggregate  amount  equal to the sum of (1)  interest  for the  related  Interest
Accrual Period on the Certificate  Principal Balance of the Insured Certificates

<PAGE>


at the related  Pass-Through Rate (net of any Prepayment  Interest Shortfalls or
Relief Act  Shortfalls  allocated  to the Insured  Certificates  but only to the
extent  covered  by the  Servicer  pursuant  to Section  3.16(e) or the  Insured
Reserve Fund), (2) the principal portion of any Realized Losses allocated to the
Insured  Certificates  on  such  Distribution  Date,  and  (3)  the  Certificate
Principal Balance of the Insured  Certificates to the extent unpaid on the final
Distribution Date or earlier termination of the Trust Fund pursuant to the terms
of the Agreement.

        Highest  Priority:  As of  any  date  of  determination,  the  Class  of
Subordinate  Certificates  then  outstanding  with  the  earliest  priority  for
payments pursuant to Section 4.02(a),  in the following order:  Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.

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

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

     Individual  Insured  Certificate:  An Insured  Certificate  that  evidences
$1,000 Initial Certificate Principal Balance.

        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.

        Initial   Subordinate  Class  Percentage:   Initial   Subordinate  Class
Percentage:  With respect to each Class of Subordinate  Certificates,  an amount
which is equal to the initial  aggregate  Certificate  Principal Balance of such
Class of  Subordinate  Certificates  divided by the aggregate  Stated  Principal
Balance of all the Mortgage Loans as of the Cut-off Date as follows:

               Class M-1: 1.80%     Class B-1: 0.35%
               Class M-2: 0.85%     Class B-2: 0.25%
               Class M-3: 0.50%     Class B-3: 0.25%

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

        Insured Certificateholder:  A Holder of an Insured Certificate.

<PAGE>


        Insured  Certificates:  Any one of the A-4,  Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14,  Class A-15,  Class A-16,  Class A-17, Class A-18, Class A-19, Class A-20,
Class A-21 Class A-22,  Class A-23,  Class A-24,  Class A-25,  Class A-26, Class
A-27,  Class A-28,  Class A-29,  Class A-30, Class A-31, Class A-32, Class A-33,
Class A-34,  Class A-35,  Class A-36,  Class A-37, Class A-38, Class A-39, Class
A-40 or Class A-41 Certificates.

     Insured Reserve Fund: The account  established  and maintained  pursuant to
Section 4.08 herein.

     Insured Reserve Withdrawal: As defined in Section 4.08.

     Insurer:  Any named  insurer  under  any  Primary  Insurance  Policy or any
successor thereto or the named insurer in any replacement policy.

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

     Interest Only  Certificates:  Any one of the  Certificates  designated as a
Class IO Certificate.  The Interest Only  Certificates  will have no Certificate
Principal Balance.

     Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.

        Junior  Class of  Certificates:  The Class of  Subordinate  Certificates
outstanding  as of the date of the  repurchase  of a Mortgage  Loan  pursuant to
Section 4.07 herein that has the Lowest Priority.

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

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

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

<PAGE>


        Lockout  Prepayment  Percentage:  With respect to any Distribution  Date
occurring  prior to the  Distribution  Date in October 2005, 0%. With respect to
any Distribution Date thereafter, the percentage indicated below:

Distribution Date                            Lockout Distribution Percentage

October 2005 through September 2006                                   30%
October 2006 through September 2007                                   40%
October 2007 through September 2008                                   60%
October 2008 through September 2009                                   80%
October 2009 and thereafter                                          100%

        Lower  Priority:  As of any  date  of  determination  and any  Class  of
Subordinate  Certificates,  any other  Class of  Subordinate  Certificates  then
outstanding with a later priority for payments pursuant to Section 4.02(a).

        Lowest  Priority:  As  of  any  date  of  determination,  the  Class  of
Subordinate  Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.

     Maturity  Date:  With  respect to each Class of  Certificates,  October 25,
2030.

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

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

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

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

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

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

        Monthly  Payment:  With respect to any Mortgage Loan  (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization  schedule at the time applicable thereto (after
adjustment,  if any, for  Curtailments  and for Deficient  Valuations  occurring
prior to such Due Date but before any adjustment to such  amortization  schedule

<PAGE>


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).

        Mortgage:  With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument  creating  a first  lien on an  estate  in fee  simple  or  leasehold
interest in real property securing a Mortgage Note.

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

        Mortgage Loans:  Such of the mortgage loans  transferred and assigned to
the Trustee  pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial  Mortgage  Loan  Schedule,  and  Qualified  Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including,  without
limitation,  (i) with respect to each  Cooperative  Loan,  the related  Mortgage
Note,  Security  Agreement,  Assignment of Proprietary Lease,  Cooperative Stock
Certificate,  Cooperative  Lease and Mortgage  File and all rights  appertaining
thereto,  and (ii) with respect to each  Mortgage  Loan other than a Cooperative
Loan,  each related  Mortgage  Note,  Mortgage and Mortgage  File and all rights
appertaining thereto.

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

        (a)  loan number and name of the Mortgagor;

        (b)  the street address of the Mortgaged Property (or, with respect to a
             Cooperative  Loan,  the related  Cooperative  Apartment)  including
             state and zip code;

        (c)  the Loan-to-Value Ratio;

        (d)  the original principal balance and date of the Mortgage Note;

        (e)  the first Due Date;

        (f)  the type of Mortgaged Property;

        (g)  the scheduled monthly payment in effect as of the Cut-off Date;

        (h)  the principal balance as of the Cut-off Date;

        (i)  the Mortgage Rate as of the Cut-off Date;

        (j)  the occupancy status;

        (k)  the purpose of the Mortgage Loan;

        (l)  the paid-through date of the Mortgage Loan;

<PAGE>



        (m)  the documentation type; and

        (n)  the  code "Y"  under  the  column  "BUYDOWN",  indicating  that the
             Mortgage Loan is a Buydown Mortgage Loan.

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

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

     Mortgage Pool: The pool of mortgage loans consisting of the Mortgage Loans.

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

        Mortgaged  Property:  The underlying  real property  securing a Mortgage
Loan or, with respect to a Cooperative  Loan, the related  Cooperative Lease and
Cooperative Stock.

        Mortgagor:  The obligor on a Mortgage Note.

     Net Mortgage  Rate: As to each  Mortgage  Loan,  the related  Mortgage Rate
minus the Servicing Fee Rate.

     Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.

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

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

        Nonrecoverable  Advance:  Any Advance  previously made or proposed to be
made by the  Servicer  in  respect  of a  Mortgage  Loan  (other  than a Deleted
Mortgage Loan) which, in the good faith judgment of the Servicer,  will not, or,
in the case of a proposed Advance,  would not, be ultimately  recoverable by the
Servicer  from  related  Late  Collections,   Insurance  Proceeds,   Liquidation
Proceeds,  REO  Proceeds or amounts  reimbursable  to the  Servicer  pursuant to
Section 4.02(a)  hereof.  The  determination  by the Servicer that it has made a
Nonrecoverable   Advance  or  that  any  proposed  Advance  would  constitute  a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate delivered
to the Company,  the Trustee and  Financial  Security  promptly  following  such
determination.

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

        Notional Amount: As of the date of determination, the Notional Amount of
the Class IO Certificates is equal to the aggregate Stated Principal  Balance of
the Non-Discount Mortgage Loans immediately prior to that date.

<PAGE>


        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 Treasurer or Assistant Secretaries of the Company or the 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  Servicer,  who may be counsel for the Company or the  Servicer,
provided  that any  opinion of counsel  (i)  referred  to in the  definition  of
"Disqualified  Organization" or (ii) relating to the  qualification of the REMIC
or compliance with the REMIC Provisions must, unless otherwise specified,  be an
opinion of Independent counsel.

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

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

        Pass-Through  Rate:  With respect to the Class A  Certificates,  Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rates set forth in the Preliminary  Statement  hereto.  With
respect to the Class IO Certificates and any Distribution  Date, a rate equal to
the weighted average,  expressed as a percentage, of the Pool Strip Rates of all
Non-Discount  Mortgage  Loans  as of the Due  Date in the  related  Due  Period,
weighted  on the  basis of the  respective  Stated  Principal  Balances  of such
Mortgage Loans as of the day immediately  preceding such  Distribution Date (or,
with respect to the initial  Distribution  Date, at the close of business on the
Cut-off  Date).  With  respect  to the  Class IO  Certificates  and the  initial
Distribution  Date the Pass-Through Rate is equal to 0.433% per annum. The Class
PO  Certificates  have no  Pass-Through  Rate and are not  entitled  to  Accrued
Certificate Interest.

     Paying Agent:  The Trustee or any successor  Paying Agent  appointed by the
Trustee.

        Payment Account: The separate account or accounts created and maintained
pursuant to Section 4.01,  which shall be entitled  "Wells Fargo Bank Minnesota,
N.A.,  as trustee,  in trust for the  registered  holders of  Residential  Asset
Mortgage  Products,  Inc.,  GMACM  Mortgage  Pass-Through  Certificates,  Series
2000-J3" and which must be an Eligible Account.

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

        Percentage Interest: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such  Certificate,  which  percentage  ownership  interest shall be
equal to the  Initial  Certificate  Principal  Balance  thereof  divided  by the
aggregate Initial  Certificate  Principal Balance of all the Certificates of the
same  Class.  With  respect  to  an  Interest  Only  Certificate  or a  Class  R

<PAGE>


Certificate, the interest in distributions to be made with respect to such Class
evidenced thereby, expressed as a percentage, as stated on the face of each such
Certificate.

        Permitted Investments:  One or more of the following:

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

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

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

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

(v)     any mutual fund,  money  market fund,  common trust fund or other pooled
        investment vehicle,  the assets of which are limited to instruments that
        otherwise would constitute Permitted  Investments  hereunder,  including
        any such fund that is managed by the  Trustee  or any  affiliate  of the
        Trustee  or for which the  Trustee or any of its  affiliates  acts as an
        adviser; and

<PAGE>


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

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

        Pool Strip Rate:  With respect to each  Mortgage  Loan, a per annum rate
equal to the excess of (a) the Net Mortgage  Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00% per annum).

        Prepayment Assumption: A prepayment assumption of 250% of the prepayment
speed  assumption,  used for  determining the accrual of original issue discount
and market  discount  and premium on the  Certificates  for  federal  income tax
purposes.  The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such  mortgage  loans in the  first  month of the  life of the  mortgage  loans,
increasing by an additional  0.2% per annum in each  succeeding  month until the
thirtieth month,  and a constant 6% per annum rate of prepayment  thereafter for
the life of the mortgage loans.

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

               (i) For any Distribution  Date prior to the Distribution  Date in
        October 2005 (unless the  Certificate  Principal  Balances of the Senior
        Certificates (other than the Class PO Certificates) have been reduced to
        zero), 0%.

<PAGE>

               (ii) For any  Distribution  Date for which  clause (i) above does
        not  apply,  and on which  any  Class of  Subordinate  Certificates  are
        outstanding:

                      in the case of the Class of Subordinate  Certificates then
               outstanding  with the  Highest  Priority  and each other Class of
               Subordinate   Certificates  for  which  the  related   Prepayment
               Distribution Trigger has been satisfied, a fraction, expressed as
               a percentage, the numerator of which is the Certificate Principal
               Balance  of such  Class  immediately  prior to such  date and the
               denominator  of  which  is the sum of the  Certificate  Principal
               Balances  immediately  prior  to such  date of (1) the  Class  of
               Subordinate   Certificates  then  outstanding  with  the  Highest
               Priority and (2) all other  Classes of  Subordinate  Certificates
               for which the respective  Prepayment  Distribution  Triggers have
               been satisfied; and

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

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

        Prepayment  Distribution  Trigger: With respect to any Distribution Date
and  any  Class  of   Subordinate   Certificates   (other  than  the  Class  M-1
Certificates),  a test that shall be satisfied if the fraction  (expressed  as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately  prior to such  Distribution  Date divided by the  aggregate  Stated
Principal  Balance of all of the  Mortgage  Loans (or  related  REO  Properties)
immediately  prior to such Distribution Date is greater than or equal to the sum
of the  related  Initial  Subordinate  Class  Percentages  of  such  Classes  of
Subordinate Certificates.

<PAGE>


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

     Prepayment Lockout Certificates:  Any one of the Certificates designated as
a Class A-3 Certificate.

        Prepayment  Period:  As to any Distribution Date and Prepayment in Full,
the period  commencing  of the 16th day of the month prior to that  Distribution
Date and  ending  on the 15th day of the month in which  the  Distribution  Date
occurs.

     Primary  Insurance  Policy:   Each  primary  policy  of  mortgage  guaranty
insurance or any replacement policy therefor referred to in Section  2.03(b)(iv)
and (v).

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

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

        Purchase Agreement:  The Mortgage Loan Purchase  Agreement,  dated as of
the Closing Date, between GMAC Mortgage Corporation, as seller, and the Company,
as purchaser, and all amendments thereof and supplements thereto.

        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, 2.04
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 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 Servicer) on the Stated Principal Balance thereof to the Due Date in the Due
Period related to the  Distribution  Date  occurring in the month  following the
month of  purchase  from the Due Date to  which  interest  was last  paid by the
Mortgagor.

     Qualified  Substitute  Mortgage  Loan: A Mortgage Loan  substituted  by the
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in an Officers'  Certificate  delivered to the Trustee, with a copy
to the Custodian,

<PAGE>

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

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

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

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

          (v)  comply with each representation and warranty set forth in Section
               7.02 of the Purchase Agreement; and

        (vi)   have a Pool  Strip  Rate  equal to or  greater  than  that of the
               Deleted Mortgage Loan.

Notwithstanding  any other provisions  herein, (x) with respect to any Qualified
Substitute  Mortgage Loan  substituted  for a Deleted  Mortgage Loan which was a
Discount Mortgage Loan, such Qualified  Substitute Mortgage Loan shall be deemed
to be a  Discount  Mortgage  Loan and to have a Discount  Fraction  equal to the
Discount  Fraction  of the Deleted  Mortgage  Loan and (y) in the event that the
"Pool  Strip  Rate" of any  Qualified  Substitute  Mortgage  Loan as  calculated
pursuant to the  definition  of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan,

        (i)    the Pool Strip Rate of such  Qualified  Substitute  Mortgage Loan
               shall  be equal to the Pool  Strip  Rate of the  related  Deleted
               Mortgage Loan for purposes of calculating the  Pass-Through  Rate
               on the Class IO Certificates; and

        (ii)   the excess of the Pool Strip  Rate on such  Qualified  Substitute
               Mortgage Loan as calculated  pursuant to the  definition of "Pool
               Strip  Rate"  over the Pool  Strip  Rate on the  related  Deleted
               Mortgage  Loan  shall  be  payable  to the  Class R  Certificates
               pursuant to Section 4.02 hereof.

        Random Lot: With respect to any Distribution  Date and each of the Class
A-4 Certificates and Class A-22 Certificates, the method by which the Depository
will  determine  which Class A-4  Certificates  or Class A-22  Certificates,  as
applicable, will be paid, using its established random lot procedures or, if the
Class A-4 Certificates or Class A-22 Certificates,  as applicable, are no longer
represented by a Book-Entry Certificate, using the Trustee's procedures.

        Rating  Agency:  Standard & Poor's and Fitch with  respect to the Senior
Certificates  and Fitch with  respect to the Class  M-1,  Class M-2,  Class M-3,

<PAGE>


Class B-1 and Class B-2 Certificates.  If any agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person,  designated by the Company, notice of which designation
shall be given to the Trustee and the Servicer.

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

          (a)  as to which a Cash  Liquidation or REO  Disposition has occurred,
               an amount (not less than zero) equal to (i) the Stated  Principal
               Balance of the Mortgage  Loan (or REO Property) as of the date of
               Cash Liquidation or REO Disposition,  plus (ii) interest (and REO
               Imputed  Interest,  if any) at the Net Mortgage Rate from the Due
               Date  as  to  which   interest  was  last  paid  or  advanced  to
               Certificateholders  up to the Due Date in the Due Period  related
               to the  Distribution  Date on which  such  Realized  Loss will be
               allocated  pursuant  to  Section  4.05  on the  Stated  Principal
               Balance  of such  Mortgage  Loan  (or REO  Property)  outstanding
               during  each  Due  Period  that  such  interest  was not  paid or
               advanced,  minus (iii) the proceeds,  if any, received during the
               month  in  which  such  Cash  Liquidation  (or  REO  Disposition)
               occurred,  to the extent applied as recoveries of interest at the
               Net Mortgage Rate and to principal of the Mortgage  Loan,  net of
               the  portion   thereof   reimbursable  to  the  Servicer  or  any
               Subservicer  with  respect to related  Advances or expenses as to
               which the Servicer or  Subservicer  is entitled to  reimbursement
               thereunder but which have not been previously reimbursed,

        (b)    which is the subject of a Servicing Modification,  (i) the amount
               by  which  the  interest  portion  of a  Monthly  Payment  or the
               principal balance of such Mortgage Loan was reduced, and (ii) any
               such amount with  respect to a Monthly  Payment that was or would
               have been due in the  month  immediately  following  the month in
               which  a  Principal  Prepayment  or the  Purchase  Price  of such
               Mortgage Loan is received or is deemed to have been received,

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

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

Notwithstanding  the above,  neither a Deficient  Valuation  nor a Debt  Service
Reduction  shall be deemed a Realized Loss hereunder so long as the Servicer has
notified  the Trustee in writing that the  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 Servicer or a Subservicer,  in either case without giving effect to
any Debt Service Reduction.



<PAGE>

        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  Certificate:  Any  of  the  Certificates  other  than  a  Class  R
Certificate.

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

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

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

        REMIC Administrator:  Wells Fargo Bank Minnesota, N.A.; provided that if
the REMIC  Administrator  is found by a court of  competent  jurisdiction  to no
longer be able to fulfill  its  obligations  as REMIC  Administrator  under this
Agreement the Servicer or Trustee  acting as Servicer  shall appoint a successor
REMIC   Administrator,   subject  to  assumption  of  the  REMIC   Administrator
obligations under this Agreement.

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

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

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

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

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

<PAGE>


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

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

        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.

        Rounding Account: With respect to each of the Class A-4 Certificates and
Class A-22 Certificates,  the related account created and maintained pursuant to
Section 4.09.

        Rounding Amount:  With respect to each Rounding  Account,  the amount of
funds,  if any,  needed  to be  withdrawn  and used to round  the  amount of any
distributions in reduction of the Certificate Principal Balance of the Class A-4
Certificates  or Class  A-22  Certificates,  as  applicable,  upward to the next
higher integral multiple of $1,000.

        Schedule of Discount Fractions:  The schedule setting forth the Discount
Fractions  with  respect to the  Discount  Mortgage  Loans,  attached  hereto as
Exhibit L.

     Security  Agreement:  With respect to a  Cooperative  Loan,  the  agreement
creating  a  security  interest  in  favor  of the  originator  in  the  related
Cooperative Stock.

        Seller:  As to any Mortgage Loan, GMAC Mortgage Corporation.

     Senior   Accelerated   Distribution   Percentage:   With   respect  to  any
Distribution  Date occurring on or prior to the 60th  Distribution  Date,  100%.
With respect to any Distribution Date thereafter, as follows:

(i)     for any  Distribution  Date after the 60th  Distribution  Date but on or
        prior to the 72nd  Distribution  Date, the related Senior Percentage for
        such  Distribution Date plus 70% of the related  Subordinate  Percentage
        for such Distribution Date;

(ii)    for any  Distribution  Date after the 72nd  Distribution  Date but on or
        prior to the 84th  Distribution  Date, the related Senior Percentage for
        such  Distribution Date plus 60% of the related  Subordinate  Percentage
        for such Distribution Date;

(iii)   for any  Distribution  Date after the 84th  Distribution  Date but on or
        prior to the 96th  Distribution  Date, the related Senior Percentage for
        such  Distribution Date plus 40% of the related  Subordinate  Percentage
        for such Distribution Date;

<PAGE>


(iv)    for any  Distribution  Date after the 96th  Distribution  Date but on or
        prior to the 108th  Distribution Date, the related Senior Percentage for
        such  Distribution Date plus 20% of the related  Subordinate  Percentage
        for such Distribution Date; and

(v)  for any  Distribution  Date  thereafter,  the  Senior  Percentage  for such
     Distribution Date; provided, however,

        (i) that any scheduled reduction to the Senior Accelerated  Distribution
Percentage  described above shall not occur as of any  Distribution  Date unless
either

               (a)(1)(X) the outstanding principal balance of the Mortgage Loans
        delinquent  60 days or more  averaged  over the last  six  months,  as a
        percentage of the aggregate outstanding Certificate Principal Balance of
        the  Subordinate  Certificates,  is less than 50% or (Y) the outstanding
        principal  balance of Mortgage Loans delinquent 60 days or more averaged
        over the last six months,  as a percentage of the aggregate  outstanding
        principal  balance  of all  Mortgage  Loans  averaged  over the last six
        months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans
        to date  for such  Distribution  Date if  occurring  during  the  sixth,
        seventh,  eighth, ninth or tenth year (or any year thereafter) after the
        Closing Date are less than 30%, 35%, 40%, 45% or 50%,  respectively,  of
        the sum of the Initial Certificate Principal Balances of the Subordinate
        Certificates or

               (b)(1)  the  outstanding  principal  balance  of  Mortgage  Loans
        delinquent  60 days or more  averaged  over the last  six  months,  as a
        percentage  of  the  aggregate  outstanding  principal  balance  of  all
        Mortgage Loans averaged over the last six months, does not exceed 4% and
        (2) Realized Losses on the Mortgage Loans to date for such  Distribution
        Date, if occurring  during the sixth,  seventh,  eighth,  ninth or tenth
        year (or any year thereafter)  after the Closing Date are less than 10%,
        15%,  20%,  25%  or  30%,  respectively,  of  the  sum  of  the  Initial
        Certificate Principal Balances of the Subordinate Certificates, and

        (ii) that for any  Distribution  Date on which the Senior  Percentage is
greater  than  the  Senior  Percentage  as  of  the  Closing  Date,  the  Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.

Notwithstanding the foregoing,  upon the reduction of the Certificate  Principal
Balances  of  the  related  Senior   Certificates   (other  than  the  Class  PO
Certificates,  if any) to zero,  the  related  Senior  Accelerated  Distribution
Percentage shall thereafter be 0%.

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

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

<PAGE>


     Senior Principal  Distribution  Amount:  As to any  Distribution  Date, the
lesser of (a) the balance of the Available  Distribution  Amount remaining after
the distribution of all amounts required to be distributed  pursuant t3o Section
4.02(a)(i), Section 4.02(a)(ii)(X) and Section 4.02(b)(ii); or, after the Credit
Support  Depletion  Date, the amount  required to be distributed to the Class PO
Certificateholders pursuant to Section 4.02(d) and Section 4.02(b)(ii);  and (b)
the  sum  of  the   amounts   required   to  be   distributed   to  the   Senior
Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y),
(xvii) and (xix).

     Series: All of the Certificates  issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.

     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 Servicer in the  performance of its servicing
obligations,  including,  but not limited to, the cost of (i) the  preservation,
restoration  and  protection  of a  Mortgaged  Property  or,  with  respect to a
Cooperative  Loan, the related  Cooperative  Apartment,  (ii) any enforcement or
judicial proceedings, including foreclosures, including any expenses incurred in
relation  to any such  proceedings  that  result  from the  Mortgage  Loan being
registered on the MERS System,  (iii) the management and  liquidation of any REO
Property and (iv)  compliance with the  obligations  under Sections 3.01,  3.08,
3.12(a) and 3.14,  including,  if the Servicer or any  Affiliate of the 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  Servicer in respect of  servicing  compensation
that accrues at the Servicing Fee Rate.

        Servicing Fee Rate:  0.25% per annum.

        Servicing  Modification:  Any  reduction of the interest  rate on or the
outstanding  principal  balance of a Mortgage  Loan that is in  default,  or for
which,  in the  judgment of the  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  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 Servicer, as such list may from time to time be amended.

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$2,292,481.61 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated  solely to one or more specific  Classes of Certificates in accordance
with  Section  4.05 and (ii) the  Adjustment  Amount (as defined  below) as most

<PAGE>


recently  calculated.  For each  anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount,  if any, by which the amount  calculated in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment  Amount for such  anniversary)  exceeds the greater of (A) the
greatest of (i) twice the outstanding  principal balance of the Mortgage Loan in
the Trust  Fund  which has the  largest  outstanding  principal  balance  on the
Distribution Date immediately  preceding such  anniversary,  (ii) the product of
1.00% multiplied by the outstanding  principal  balance of all Mortgage Loans on
the  Distribution  Date  immediately  preceding such  anniversary  and (iii) the
aggregate  outstanding  principal  balance  (as  of  the  immediately  preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the  largest  amount of  Mortgage  Loans by  aggregate  principal
balance as of such  anniversary  and (B) the greater of (i) the product of 0.50%
multiplied by the  outstanding  principal  balance of all Mortgage  Loans on the
Distribution  Date  immediately  preceding  such  anniversary  multiplied  by  a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance  (as of  the  immediately  preceding  Distribution  Date)  of all of the
Mortgage  Loans  secured  by  Mortgaged  Properties  located  in  the  State  of
California  divided by the aggregate  outstanding  principal  balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a  percentage,  and the  denominator  of  which is  equal  to  41.79%  (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  Servicer
(including  accelerating the manner in which coverage is reduced)  provided that
prior to any such reduction,  the Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency (without giving effect to the
FSA  Policy  in the case of the  Insured  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 (ii)  provide a copy of such  written
confirmation to the Trustee and to Financial Security.

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

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

        Stated Principal  Balance:  With respect to any Mortgage Loan or related
REO Property,  at any given time, (i) the Cut-off Date Principal  Balance of the
Mortgage  Loan,  minus (ii) the sum of (a) the principal  portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property  during each Due

<PAGE>


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

        Subordinate Certificate:  Any one of the Class M Certificates or Class B
Certificates,  executed  by the  Trustee and  authenticated  by the  Certificate
Registrar  substantially  in the form annexed hereto as Exhibit B and Exhibit C,
respectively.

        Subordinate Class Percentage:  With respect to any Distribution Date and
any Class of Subordinate  Certificates,  a fraction,  expressed as a percentage,
the numerator of which is the aggregate  Certificate  Principal  Balance of such
Class  of  Subordinate  Certificates  immediately  prior  to such  date  and the
denominator  of which is the aggregate  Stated  Principal  Balance of all of the
Mortgage  Loans (or related  REO  Properties)  (other than the related  Discount
Fraction of each Discount  Mortgage Loan) immediately prior to such Distribution
Date.

     Subordinate Percentage: As of any Distribution Date, 100% minus the related
Senior Percentage as of such Distribution Date.

        Subordinate   Principal   Distribution   Amount:  With  respect  to  any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related  Subordinate  Class Percentage for such Class and
(y) the aggregate of the amounts  calculated  for such  Distribution  Date under
clauses (1), (2) and (3) of Section  4.02(a)(ii)(Y)(A) to the extent not payable
to the Senior  Certificates;  (ii) such  Class's  pro rata  share,  based on the
Certificate  Principal  Balance of each Class of Subordinate  Certificates  then
outstanding,    of   the    principal    collections    described   in   Section
4.02(a)(ii)(Y)(B)(b)   to  the  extent  such   collections   are  not  otherwise
distributed  to the Senior  Certificates;  (iii) the  product of (x) the related
Prepayment  Distribution  Percentage  and (y)  the  aggregate  of all  Principal
Prepayments in Full received in the related  Prepayment  Period and Curtailments
received in the  preceding  calendar  month  (other  than the  related  Discount
Fraction of such Principal  Prepayments in Full and Curtailments with respect to
a Discount Mortgage Loan) to the extent not payable to the Senior  Certificates;
(iv) if such Class is the Class of  Subordinate  Certificates  with the  Highest
Priority,  any Excess  Subordinate  Principal Amount for such Distribution Date;
and (v) any amounts  described in clauses (i), (ii) and (iii) as determined  for
any previous  Distribution  Date, that remain  undistributed  to the extent that
such amounts are not  attributable  to Realized Losses which have been allocated
to a Class of  Subordinate  Certificates  minus (b) with respect to the Class of
Subordinate  Certificates  with the  Lowest  Priority,  any  Excess  Subordinate
Principal  Amount  for  such  Distribution  Date;  provided,  however,  that the
Subordinate   Principal   Distribution  Amount  for  any  Class  of  Subordinate
Certificates on any  Distribution  Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.

<PAGE>


     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  Servicer  has  entered  into  a
Subservicing Agreement.

        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 Servicer and any
Subservicer  relating to servicing and  administration of certain Mortgage Loans
as provided in Section 3.02.

     Subservicing  Fee: As to any Mortgage Loan, the fee payable  monthly to the
related Subservicer, if any.

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

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

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

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

     Trust Fund:  The segregated  pool of assets,  with respect to which a REMIC
election is made pursuant to this Agreement, consisting of:

(i)  the Mortgage Loans and the related  Mortgage Files and collateral  securing
     such Mortgage Loans,

(ii)    all payments on and  collections  in respect of the  Mortgage  Loans due
        after the Cut-off Date as shall be on deposit in the  Custodial  Account
        or in the Payment Account and identified as belonging to the Trust Fund,

<PAGE>


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

(iv) the hazard insurance policies and Primary Insurance Policies, if any, and

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

        Underwriter:  has the meaning given in Section 4.08 of this Agreement.

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

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

        United States  Person:  (i) A citizen or resident of the United  States,
(ii) a  corporation,  partnership  or other entity  treated as a corporation  or
partnership for United States federal income tax purposes  organized in or under
the laws of the United  States or any state  thereof or the District of Columbia
(unless, in the case of a partnership,  Treasury regulations provide otherwise),
provided  that,  for  purposes  solely of the  restrictions  on the  transfer of
residual interests,  no partnership or other entity treated as a partnership for
United States  federal  income tax purposes  shall be treated as a United States
Person  unless all  persons  that own an  interest  in such  partnership  either
directly  or  indirectly  through  any  chain of  entities  no one of which is a
corporation  for United States  federal  income tax purposes are required by the
applicable operating agreement to be United States Persons,  (iii) an estate the
income of which is  includible  in gross income for United  States tax purposes,
regardless of its source, or (iv) a trust if a court within the United States is
able to exercise primary  supervision over the  administration  of the trust and
one or more United  States  persons have  authority  to control all  substantial
decisions of the trust.  Notwithstanding the preceding  sentence,  to the extent
provided in Treasury  regulations,  certain  trusts in  existence  on August 20,
1996,  and treated as United States  persons  prior to such date,  that elect to
continue to be treated as United  States  persons  will also be a United  States
Person.

     Voting Rights:  The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, as designated in Section 12.09.

Section 1.02.  Use of Words and Phrases.

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


<PAGE>


                                   Article II


                          CONVEYANCE OF MORTGAGE LOANS;

<PAGE>


                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.

(a) The Company,  concurrently  with the  execution  and delivery  hereof,  does
hereby assign to the Trustee for the benefit of the  Certificateholders  without
recourse all the right, title and interest of the Company in and to the Mortgage
Loans,  including all interest and principal  received on or with respect to the
Mortgage  Loans after the Cut-off  Date (other than  payments of  principal  and
interest due on the Mortgage Loans on or before the Cut-off Date). In connection
with such  transfer  and  assignment,  the Company  does hereby  deliver the FSA
Policy  to  the   Trustee  for  the  benefit  of  the  Holders  of  the  Insured
Certificates.

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

(i)  The original  Mortgage Note,  endorsed without recourse in blank, or in the
     name of the Trustee as trustee,  and signed by an authorized officer (which
     endorsement  shall  contain  either an  original  signature  or a facsimile
     signature of an authorized  officer of the Seller, and if in the form of an
     allonge,  the  allonge  shall be stapled to the  Mortgage  Note),  with all
     intervening  endorsements  showing  a  complete  chain  of  title  from the
     originator to the Seller. If the Mortgage Loan was acquired by the endorser
     in a merger, the endorsement must be by "____________,  successor by merger
     to [name of predecessor]".  If the Mortgage Loan was acquired or originated
     by the endorser while doing  business  under another name, the  endorsement
     must be by "____________ formerly known as [previous name]";

(ii)    The  original  Mortgage,  noting the presence of the MIN of the Mortgage
        Loan, if the Mortgage is registered on the MERS(R) System,  and language
        indicating  that the Mortgage Loan is a MOM Loan if the Mortgage Loan is
        a MOM Loan,  with evidence of recording  indicated  thereon or a copy of
        the  Mortgage  certified  by the public  recording  office in which such
        Mortgage has been recorded;

(iii)The  original of any  guarantee  executed in  connection  with the Mortgage
     Note, if applicable;

(iv)    Any rider or the  original  of any  modification  agreement  executed in
        connection with the related Mortgage Note or Mortgage,  with evidence of
        recording if required by applicable law;

(v)  Unless the Mortgage Loan is registered  on the  MERS(R)System,  an original
     Assignment  or  Assignments  of the  Mortgage  (which may be  included in a

<PAGE>


     blanket  assignment  or  assignments)  from the Seller to "Wells Fargo Bank
     Minnesota,  N.A.,  as Trustee  under that  certain  Pooling  and  Servicing
     Agreement  dated as of September 27, 2000, for GMACM Mortgage  Pass-Through
     Certificates,  Series 2000-J3" c/o the Servicer at an address  specified by
     the Servicer,  and signed by an authorized officer,  which assignment shall
     be in form and substance acceptable for recording. If the Mortgage Loan was
     acquired  by the  assignor  in a  merger,  the  assignment  must  be by " ,
     successor by merger to [name of  predecessor]".  If the  Mortgage  Loan was
     acquired or originated by the assignor  while doing  business under another
     name, the assignment must be by " formerly known as [previous name]";

(vi)    Originals of all  intervening  assignments  of mortgage,  which together
        with the Mortgage shows a complete chain of title from the originator to
        the  Seller  (or to MERS,  if the  Mortgage  Loan is  registered  on the
        MERS(R) System, and which notes the presence of a MIN), with evidence of
        recording thereon;

(vii)The original  mortgagee  policy of title  insurance,  including  riders and
     endorsements  thereto,  or if the  policy  has not yet been  issued,  (i) a
     written  commitment  or  interim  binder  for  title  issued  by the  title
     insurance  or escrow  company  dated as of the date the  Mortgage  Loan was
     funded, with a statement by the title insurance company or closing attorney
     that the  priority  of the lien of the related  Mortgage  during the period
     between the date of the funding of the related  Mortgage  Loan and the date
     of the related  title policy (which title policy shall be dated the date of
     recording of the related  Mortgage) is insured,  (ii) a  preliminary  title
     report  issued  by a title  insurer  in  anticipation  of  issuing  a title
     insurance  policy which  evidences  existing  liens and gives a preliminary
     opinion as to the  absence  of any  encumbrance  on title to the  Mortgaged
     Property, except liens to be removed on or before purchase by the Mortgagor
     or which constitute customary exceptions acceptable to lenders generally or
     (iii) other evidence of title insurance acceptable to Fannie Mae or Freddie
     Mac, in accordance with the Fannie Mae Seller/Servicer Guide or Freddie Mac
     Seller/Servicer Guide, respectively;

(viii)  A certified true copy of any power of attorney, if applicable; and

(ix)    Originals of any security agreement,  chattel mortgage or the equivalent
        executed in connection with the Mortgage, if any.

        and (II) with respect to each Cooperative Loan so assigned:

(i)     The original  Mortgage Note,  endorsed  without recourse to the order of
        the  Trustee  and showing an  unbroken  chain of  endorsements  from the
        originator thereof to the Seller;

(ii)    A counterpart of the Cooperative Lease and the Assignment of Proprietary
        Lease  to  the  originator  of the  Cooperative  Loan  with  intervening
        assignments  showing an unbroken chain of title from such  originator to
        the Trustee;

(iii)   The related  Cooperative  Stock  Certificate,  representing  the related
        Cooperative  Stock  pledged  with  respect  to  such  Cooperative  Loan,
        together  with an  undated  stock  power (or other  similar  instrument)
        executed in blank;

<PAGE>

(iv) The original  recognition  agreement by the Cooperative of the interests of
     the mortgagee with respect to the related Cooperative Loan;

(v)     The Security Agreement;

(vi)    Copies of the original UCC-1 financing  statement,  and any continuation
        statements,  filed by the originator of such Cooperative Loan as secured
        party, each with evidence of recording thereof,  evidencing the interest
        of the  originator  under the Security  Agreement and the  Assignment of
        Proprietary Lease;

(vii)   Copies  of  the  filed  UCC-3   assignments  of  the  security  interest
        referenced in clause (vi) above showing an unbroken  chain of title from
        the originator to the Trustee,  each with evidence of recording thereof,
        evidencing the interest of the originator  under the Security  Agreement
        and the Assignment of Proprietary Lease;

(viii)  An executed assignment of the interest of the originator in the Security
        Agreement, Assignment of Proprietary Lease and the recognition agreement
        referenced in clause (iv) above, showing an unbroken chain of title from
        the originator to the Trustee;

(ix)    The  original of each  modification,  assumption  agreement or preferred
        loan agreement, if any, relating to such Cooperative Loan; and

(x)     An executed UCC-1 financing  statement showing the Seller as debtor, the
        Company as secured  party and the  Trustee as  assignee  and an executed
        UCC-1 financing  statement showing the Company as debtor and the Trustee
        as secured party,  each in a form sufficient for filing,  evidencing the
        interest of such debtors in the Cooperative Loans.

(c) In the event that in connection  with any Mortgage  Loan the Company  cannot
deliver (a) the original  recorded  Mortgage (or evidence of  submission  to the
recording  office),  (b) all  interim  recorded  assignments,  (c) the  original
recorded modification agreement, if required, or (d) the original lender's title
insurance policy (together with all riders thereto)  satisfying the requirements
of clause (b)(I)(ii), (iv), (vi) or (vii) above, respectively, concurrently with
the execution and delivery  hereof  because such document or documents  have not
been returned from the applicable  public recording office in the case of clause
(b)(I)(ii),  (iv) or (vi)  above,  or  because  the  title  policy  has not been
delivered to the Seller by the title  insurer in the case of clause  (b)(I)(vii)
above,  the Company  shall request the Seller to use its best efforts to deliver
to the Custodian, if any, or the Trustee, in the case of clause (b)(I)(ii), (iv)
or  (vi)  above,  such  original  Mortgage,  such  interim  assignment,  or such
modification  agreement,  with  evidence of  recording  indicated  thereon  upon
receipt thereof from the public recording office, or a copy thereof,  certified,
if appropriate, by the relevant recording office, but in no event shall any such
delivery  of  the  original  Mortgage  and  each  such  interim   assignment  or
modification  agreement or a copy thereof,  certified,  if  appropriate,  by the
relevant  recording  office, or the original lender's title policy be made later
than one (1) year following the Closing Date;  provided,  however,  in the event
the  Company is unable to deliver  by such  dates  each  Mortgage  and each such
interim assignment or modification agreement by reason of the fact that any such
documents have not been returned by the appropriate recording office, or, in the

<PAGE>


case of each such interim  assignment  or  modification  agreement,  because the
related Mortgage has not been returned by the appropriate  recording office, the
Company shall request the Seller to deliver such documents to the Custodian,  if
any, or the Trustee as promptly as possible  upon  receipt  thereof  and, in any
event, within 540 days following the Closing Date. In lieu of the Mortgage Notes
relating to the Mortgage Loans,  each as identified in the list delivered by the
Seller to the Trustee or Custodian on the Closing Date, the Seller may deliver a
lost note affidavit from the Seller stating that the original  Mortgage Note was
lost,  misplaced  or  destroyed,  and,  if  available,  a copy of each  original
Mortgage Note; provided,  however, that in the case of Mortgage Loans which have
been prepaid in full after the Cut-off Date and prior to the Closing  Date,  the
Seller, in lieu of delivering the above documents, may deliver to the Custodian,
if any, or the  Trustee a  certification  to such  effect and shall  deposit all
amounts  paid in respect of such  Mortgage  Loan in the  Payment  Account on the
Closing Date.

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

(d) The Servicer  shall  forward or cause to be forwarded to the  Custodian,  if
any,  or the  Trustee  (a)  from  time to  time  additional  original  documents
evidencing an assumption  or  modification  of a Mortgage Loan and (b) any other
documents required to be delivered by the Seller.

        All  original  documents  relating to the  Mortgage  Loans which are not
delivered to the Custodian,  if any, or the Trustee are and shall be held by the
Servicer in trust as agent for the Trustee on behalf of the Certificateholders.

        Except  as may  otherwise  expressly  be  provided  herein,  none of the
Seller,  the Servicer or the Trustee shall assign,  sell, dispose of or transfer
any interest in the Trust Fund or any portion thereof,  or permit the Trust Fund
or any  portion  thereof to be subject to any lien,  claim,  mortgage,  security
interest, pledge or other encumbrance of, any other Person.

        The Seller shall cause to be filed the Form UCC-3  assignment  and UCC-1
financing  statement referred to in clause (II)(vii) and (x),  respectively,  of
Section  2.01(b).  If any Form UCC-3 or Form UCC-1,  as  applicable,  is lost or
returned  unfiled to the Servicer  because of any defect  therein,  the Servicer
shall prepare a substitute Form UCC-3 or Form UCC-1, as applicable, or cure such
defect,  and cause such Form UCC-3 or Form UCC-1, as applicable,  to be filed in
accordance with this paragraph.  The Servicer shall promptly deliver or cause to
be delivered to the Trustee or the respective  Custodian such Form UCC-3 or Form
UCC-1,  as applicable,  (or copy thereof  certified by the public filing office)
with evidence of filing  indicated  thereon upon receipt thereof from the public

<PAGE>


filing office, but in no event shall such Form UCC-3, Form UCC-1 or a Form UCC-1
required  to be  delivered  pursuant to clause  (II)(vi)  of Section  2.01(b) be
delivered  to the  Custodian,  if any,  or the  Trustee,  later  than  540  days
following  the Closing Date.  In  connection  with its servicing of  Cooperative
Loans,  the  Servicer  will use its best  efforts  to file  timely  continuation
statements  with regard to each financing  statement and assignment  relating to
Cooperative  Loans as to which the  related  Cooperative  Apartment  is  located
outside of the State of New York.

        In connection with the assignment of any Mortgage Loan registered on the
MERS(R)  System,  the  Servicer  further  agrees  that  it  will  cause,  at the
Servicer's  own expense,  on or prior to the Closing Date, the MERS(R) System to
indicate  that such  Mortgage  Loans have been  assigned by the  Servicer 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  "[IDENTIFY  TRUSTEE  SPECIFIC  CODE]" in the field  "[IDENTIFY THE
FIELD  NAME  FOR  TRUSTEE]"  which  identifies  the  Trustee  and (b)  the  code
"[IDENTIFY  SERIES  SPECIFIC  CODE  NUMBER]"  in the field  "Pool  Field"  which
identifies  the  series  of the  Certificates  issued  in  connection  with such
Mortgage Loans.  The 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)     [Reserved].

(f) It is  intended  that the  conveyance  by the  Company to the Trustee of the
Mortgage  Loans as provided  for in this  Section 2.01 be construed as a sale by
the  Company  to the  Trustee  of the  Mortgage  Loans  for the  benefit  of the
Certificateholders.  Further,  it is not intended that such conveyance be deemed
to be a pledge of the  Mortgage  Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, if the Mortgage Loans are held
to be  property of the Company or of GMAC  Mortgage  Corporation,  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 be a security
agreement  within  the  meaning  of  Articles  8 and 9 of the New  York  Uniform
Commercial  Code  and  the  Uniform  Commercial  Code  of any  other  applicable
jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to
be,  and hereby  is,  (1) a grant by the  Company  to the  Trustee of a security
interest in all of the  Company's  right  (including  the power to convey  title
thereto), title and interest, whether now owned or hereafter acquired, in and to
any  and  all  general  intangibles,   accounts,   chattel  paper,  instruments,
documents,  money, deposit accounts,  certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever
kind or description  now existing or hereafter  acquired  consisting of, arising
from or relating to any of the following:  (A) the Mortgage Loans, including (i)
with respect to each  Cooperative  Loan,  the related  Mortgage  Note,  Security
Agreement,  Assignment of Proprietary  Lease,  Cooperative Stock Certificate and
Cooperative  Lease,  (ii)  with  respect  to each  Mortgage  Loan  other  than a
Cooperative  Loan,  the  related  Mortgage  Note and  Mortgage,  and  (iii)  any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts  payable  pursuant to the Mortgage  Loans in  accordance  with the terms
thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing  into  cash,  instruments,  securities  or other  property,  including

<PAGE>


without limitation all amounts from time to time held or invested in the Payment
Account or the  Custodial  Account,  whether  in the form of cash,  instruments,
securities or other property and (2) an assignment by the Company to the Trustee
of any security  interest in any and all of GMAC  Mortgage  Corporation'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 GMAC Mortgage  Corporation to the Company
pursuant to the Purchase  Agreement;  (c) the  possession  by the  Trustee,  the
Custodian  or any other  agent of the  Trustee of  Mortgage  Notes or such other
items of property as constitute instruments, money, negotiable documents, goods,
letters  of  credit,  advices  of  credit,  investment  property,   certificated
securities  or chattel  paper shall be deemed to be  "possession  by the secured
party," or  possession  by a purchaser  or a person  designated  by such secured
party,  for  purposes  of  perfecting  the  security  interest  pursuant  to the
Minnesota Uniform  Commercial Code and the Uniform  Commercial Code of any other
applicable jurisdiction  (including,  without limitation,  Sections 8-106, 9-305
and 9-115 thereof);  and (d) notifications to persons holding such property, and
acknowledgments,  receipts or confirmations  from persons holding such property,
shall be deemed notifications to, or acknowledgments,  receipts or confirmations
from,  securities  intermediaries,  bailees or agents of, or persons holding for
(as applicable) the Trustee for the purpose of perfecting such security interest
under applicable law.

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

Section 2.02.  Acceptance by Trustee.

        The Trustee  acknowledges  that the  Custodian,  acting on behalf of the
Trustee,   has  received  (subject  to  any  exceptions  noted  in  the  initial
certification  described below),  the documents  referred to in Section 2.01 and
that the Trustee has  received all other assets  included in the  definition  of
"Trust Fund" and declares that it holds or will hold the assets  included in the
definition of "Trust Fund" (to the extent delivered or assigned to the Trustee),
in  trust  for  the  exclusive  use  and  benefit  of  all  present  and  future
Certificateholders.

<PAGE>


        The  Trustee  agrees,  for the  benefit  of the  Certificateholders  and
Financial  Security,  to cause the  Custodian to review each Mortgage File on or
before the Closing Date to verify that such  Mortgage  File  includes a Mortgage
Note and to execute and deliver,  or cause to be executed and delivered,  to the
Seller,   the  Trustee,   the  Servicer  and   Financial   Security  an  initial
certification substantially in the form annexed hereto as Exhibit N. Pursuant to
the Custodial Agreement, in conducting such review, the Custodian is required to
ascertain  whether all required  documents have been executed and received,  and
whether those documents  relate,  determined on the basis of the Mortgagor name,
original  principal  balance  and  loan  number,  to the  Mortgage  loans it has
received.  Neither  the  Custodian  nor the  Trustee  shall be under any 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 are in  recordable  form or that  they are  other  than  what they
purport to be on their face.

        Within 180 days of the Closing Date the Trustee will cause the Custodian
to  review,  for the  benefit  of the  Certificateholders,  the  Mortgage  Files
delivered  to it and will  execute and deliver to the Seller,  the  Servicer and
Financial  Security  a final  certification  substantially  in the form  annexed
hereto as Exhibit O.

        If, in the process of reviewing  the Mortgage  Files and  preparing  the
certifications  referred to above, the Custodian finds any document or documents
constituting  a part  of a  Mortgage  File to be  missing  or  defective  in any
material respect, the Custodian is required pursuant to the Custodial Agreement,
to notify the Trustee,  Financial Security,  the Company and the Seller, and the
Trustee  shall  request that the Seller cure any such defect within 90 days from
the date on which the Seller was notified of such defect, and if the Seller does
not cure such defect in all material  respects  during such period,  the Trustee
shall  request on behalf of the  Certificateholders  that the Seller  either (i)
substitute for such Mortgage Loan a Qualified  Substitute  Mortgage Loan,  which
substitution  shall be  accomplished in the manner and subject to the conditions
set forth in Section  2.04,  or (ii)  purchase such Mortgage Loan from the Trust
Fund at the Purchase Price within 90 days after the date on which the Seller was
notified of such defect;  provided  that if such 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.  It is understood and agreed that the
obligation  of the Seller to cure a material  defect in, or  substitute  for, or
purchase  any  Mortgage  Loan as to which a material  defect in or omission of a
constituent  document  exists shall  constitute the sole remedy  respecting such
defect or omission available to  Certificateholders  or the Trustee on behalf of
Certificateholders.  The Purchase Price for the purchased Mortgage Loan shall be
deposited or caused to be  deposited  upon receipt by the Trustee in the Payment
Account, or upon receipt by the Servicer in the Custodial Account.  Upon receipt
by the Trustee of written  notification  of such  deposit  signed by a Servicing
Officer,  the  Trustee  shall  release or cause to be released to the Seller the
related Mortgage File and shall execute and deliver such instruments of transfer
or  assignment,  in each case without  recourse,  as the Seller shall require as
necessary to vest in the Seller ownership of any Mortgage Loan released pursuant
hereto and at such time the Trustee  shall have no further  responsibility  with
respect to the related Mortgage File.

        In  furtherance  of the  foregoing,  if the  Subservicer  or Seller that
repurchases  the  Mortgage  Loan is not a  member  of MERS and the  Mortgage  is
registered on the MERS(R) System,  the Servicer,  at its own expense and without

<PAGE>


any  right  of  reimbursement,  shall  cause  MERS to  execute  and  deliver  an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such  Subservicer  or Seller and shall cause such Mortgage to be removed from
registration   on  the  MERS(R)  System  in  accordance  with  MERS'  rules  and
regulations.

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

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

(i)     The 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 Servicer and its
        performance  and  compliance  with the terms of this  Agreement will not
        violate  the  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 Servicer is a party or which may be  applicable
        to the Servicer or any of its assets;

(iii)   This Agreement,  assuming due  authorization,  execution and delivery by
        the  Trustee and the  Company,  constitutes  a valid,  legal and binding
        obligation of the 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  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 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  Servicer's  knowledge,
        threatened  against the Servicer  which would prohibit its entering into
        this Agreement or performing its obligations under this Agreement;

(vi)    The 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;

<PAGE>


(vii)   No  information,  certificate  of an  officer,  statement  furnished  in
        writing or report delivered to the Company, any Affiliate of the Company
        or the Trustee by the Servicer  will,  to the knowledge of the 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; and

(viii)  The  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 Custodian, if any, or the Trustee.

Section 2.04.  Representations and Warranties of the Seller.

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

<PAGE>


include the Monthly  Payment due on a Deleted  Mortgage  Loan for such month and
thereafter  the Seller  shall be  entitled  to retain all  amounts  received  in
respect of such Deleted  Mortgage  Loan. The Servicer shall amend or cause to be
amended the Mortgage  Loan  Schedule,  and, if the Deleted  Mortgage  Loan was a
Discount Mortgage Loan, the Schedule of Discount  Fractions,  for the benefit of
the  Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the  substitution  of the  Qualified  Substitute  Mortgage Loan or Loans and the
Servicer shall deliver the amended  Mortgage Loan Schedule,  and, if the Deleted
Mortgage Loan was a Discount  Mortgage  Loan,  the amended  Schedule of Discount
Fractions,  to the Trustee.  Upon such  substitution,  the Qualified  Substitute
Mortgage  Loan or Loans shall be subject to the terms of this  Agreement and the
related  Subservicing  Agreement in all respects,  the Seller shall be deemed to
have made the  representations  and  warranties  with  respect to the  Qualified
Substitute  Mortgage Loan contained in the Purchase  Agreement as of the date of
substitution.

        In connection with the substitution of one or more Qualified  Substitute
Mortgage  Loans  for one or more  Deleted  Mortgage  Loans,  the  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). The Servicer shall deposit the
amount of such shortfall  received for the Seller into the Custodial  Account on
the day of  substitution.  The  Servicer  shall  give  notice in  writing to the
Trustee  of such  event,  which  notice  shall be  accompanied  by an  Officers'
Certificate  as to the  calculation  of such  shortfall  and (subject to Section
10.01(f)) by an Opinion of Counsel to the effect that such substitution will not
cause (a) any  federal tax to be imposed on the Trust  Fund,  including  without
limitation,  any federal tax imposed on "prohibited  transactions" under Section
860F(a)(1)  of the Code or on  "contributions  after  the  startup  date"  under
Section  860G(d)(1)  of the  Code or (b) any  portion  of the  REMIC  to fail to
qualify as such at any time that any Certificate is outstanding.

        It is  understood  and agreed that the  obligation of the Seller to cure
such breach or purchase (or to  substitute  for) such  Mortgage Loan as to which
such a breach has occurred and is continuing  shall  constitute  the sole remedy
respecting  such breach  available to the  Certificateholders  or the Trustee on
behalf of Certificateholders. In connection with the purchase of or substitution
for any such Mortgage Loan by the Seller, the Trustee shall assign to the Seller
all of the  right,  title and  interest  in respect  of the  Purchase  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 the  Custodian on its behalf,  subject to
any  exceptions  noted,  together with the  assignment to it of all other assets
included  in the  Trust  Fund  and/or  the  REMIC,  receipt  of which is  hereby
acknowledged.  Concurrently  with such  delivery and in exchange  therefor,  the
Trustee,  pursuant to the written request of the Company  executed by an officer
of the Company has executed and caused to be  authenticated  and delivered to or
upon the order of the Company the Certificates in authorized denominations which
evidence ownership of the entire Trust Fund.



<PAGE>

Section 2.06.  Negative Covenants of the Trust Fund.

        Except as otherwise  expressly  permitted by this  Agreement,  the Trust
Fund shall not:

(a)  sell,  transfer,  exchange or otherwise dispose of any of the assets of the
     Trust Fund;

(b)     dissolve or liquidate in whole or in part;

(c) engage, directly or indirectly,  in any business other than that arising out
of the issue of the Certificates, and the actions contemplated or required to be
performed under this Agreement;

(d)  incur,  create or assume any indebtedness for borrowed money other than the
     Certificates;

(e)  voluntarily file a petition for bankruptcy, reorganization,  assignment for
     the benefit of creditors or similar proceeding; or

(f)     merge, convert or consolidate with any other Person.

                                  Article III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01.  Servicer to Act as Servicer.

(a) The Servicer  shall service and  administer the Mortgage Loans in accordance
with the terms of this Agreement and the respective Mortgage Loans, shall follow
such  practices and  procedures  as it shall deem  necessary or advisable and as
shall be 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 Servicer in its own name or in the
name of a Subservicer is hereby authorized and empowered by the Trustee when the
Servicer or the Subservicer,  as the case may be, believes it appropriate in its
best judgment, to execute and deliver, on behalf of the  Certificateholders  and
the  Trustee  or any of  them,  any  and  all  instruments  of  satisfaction  or
cancellation,  or of partial  or full  release  or  discharge,  or of consent to
assumption or  modification  in  connection  with a proposed  conveyance,  or of
assignment of any Mortgage and Mortgage Note in connection  with the  repurchase
of a Mortgage Loan and all other comparable instruments,  or with respect to the
modification  or  re-recording  of a Mortgage for the purpose of correcting  the
Mortgage,  the  subordination  of the lien of the  Mortgage in favor of a public
utility company or government agency or unit with powers of eminent domain,  the
taking  of a deed in lieu  of  foreclosure,  the  commencement,  prosecution  or
completion  of  judicial  or  non-judicial  foreclosure,  the  conveyance  of  a
Mortgaged  Property to the related  Insurer,  the  acquisition  of any  property
acquired  by  foreclosure  or deed in lieu of  foreclosure,  or the  management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of  foreclosure  with  respect  to the  Mortgage  Loans and with  respect to the
Mortgaged  Properties.  The 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 Servicer or the  Subservicer,  as the
case may be,  believes it  appropriate  in its best  judgment  to  register  any

<PAGE>


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 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 Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a),  the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed,  temporary
or final  regulations  promulgated  thereunder  (other than in connection with a
proposed  conveyance  or  assumption  of such Mortgage Loan that is treated as a
Principal  Prepayment in Full pursuant to Section  3.13(d) hereof) and cause the
REMIC formed under this  Agreement to fail to qualify as a REMIC under the Code.
The Trustee  shall  furnish the  Servicer  with any powers of attorney and other
documents  necessary  or  appropriate  to enable the  Servicer  to  service  and
administer  the Mortgage  Loans.  The Trustee shall not be liable for any action
taken by the Servicer or any Subservicer pursuant to such powers of attorney. In
connection with servicing and administering the Mortgage Loans, the Servicer and
any Affiliate of the Servicer (i) may perform  services  such as appraisals  and
brokerage  services that are not  customarily  provided by servicers of mortgage
loans, and shall be entitled to reasonable  compensation  therefor in accordance
with  Section  3.10 and (ii)  may,  at its own  discretion  and on behalf of the
Trustee, obtain credit information in the form of a "credit score" from a credit
repository.

(b) All costs  incurred by the  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 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 Servicer of amounts  received by
the 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 Servicer hereunder.

<PAGE>


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

(a) The Servicer may enter into Subservicing  Agreements with Subservicers,  for
the  servicing and  administration  of all or some of the Mortgage  Loans.  Each
Subservicer  of a Mortgage  Loan shall be entitled  to receive  and  retain,  as
provided in the related Subservicing  Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest  received on such Mortgage Loan after
payment of all amounts  required  to be  remitted to the  Servicer in respect of
such Mortgage  Loan. Any  Subservicing  Fee shall be paid by the Servicer out of
the Servicing Fee for the related Mortgage Loans.  Unless the context  otherwise
requires,  references  in this  Agreement to actions taken or to be taken by the
Servicer in servicing the Mortgage Loans include actions taken or to be taken by
a Subservicer on behalf of the Servicer.

Section 3.03.  Successor Subservicers.

        The 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
Servicer or the  Subservicer,  the 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.

Section 3.04.  Liability of the Servicer.

        Notwithstanding  any  Subservicing  Agreement,  any of the provisions of
this Agreement relating to agreements or arrangements  between the Servicer or a
Subservicer  or reference to actions taken  through a Subservicer  or otherwise,
the  Servicer  shall  remain  obligated  and  liable  to  the  Trustee  and  the
Certificateholders  for the servicing and administering of the Mortgage Loans in
accordance  with the  provisions  of Section  3.01  without  diminution  of such
obligation   or  liability  by  virtue  of  such   Subservicing   Agreements  or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same  extent  and  under  the same  terms  and  conditions  as if the
Servicer alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into any agreement  with a Subservicer  or Seller for
indemnification of the 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   Servicer   alone   and  the   Trustee   and  the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights,  obligations,  duties or liabilities  with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06.


<PAGE>


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

(a) If the Servicer shall for any reason no longer be the 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 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 Servicer's interest therein and to have replaced the 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
Servicer shall not thereby be relieved of any liability or obligations under the
Subservicing Agreement.

(b) The  Servicer  shall,  upon request of the Trustee but at the expense of the
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 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 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 Note for a period not greater than 180 days;  provided,  however,  that
the 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 Servicer  shall make timely  advances on the related  Mortgage
Loan during the scheduled period in accordance with the amortization schedule of
such Mortgage Loan without  modification  thereof by reason of such arrangements
unless  otherwise  agreed  to by the  Holders  of the  Classes  of  Certificates
affected thereby; provided, however, that no such extension shall be made if any
such advance would be a  Nonrecoverable  Advance.  Consistent  with the terms of
this  Agreement,  the  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  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 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  Servicer,  such default is  reasonably
foreseeable;  and provided,  further, that no such modification shall reduce the
interest  rate on a  Mortgage  Loan below the sum of the Pool Strip Rate and the
Servicing Fee Rate. In connection  with any  Curtailment of a Mortgage Loan, the
Servicer, to the extent not inconsistent with the terms of the Mortgage Note and

<PAGE>


local law and practice, may permit the Mortgage Loan to be reamortized such that
the Monthly  Payment is  recalculated  as an amount that will fully amortize the
remaining Stated Principal  Balance thereof by the original  Maturity Date based
on the original Mortgage Rate; provided,  that such re-amortization shall not be
permitted if it would  constitute a reissuance  of the Mortgage Loan for federal
income  tax  purposes,  except  if such  reissuance  is  described  in  Treasury
Regulation  Section  1.860G-2(b)(3).  The  Servicer  shall  not be  required  to
institute  or join in  litigation  with  respect to  collection  of any  payment
(whether  under a Mortgage,  Mortgage Note or otherwise or against any public or
governmental  authority  with  respect  to  a  taking  or  condemnation)  if  it
reasonably  believes  that  enforcing  the  provision  of the  Mortgage or other
instrument  pursuant  to  which  such  payment  is  required  is  prohibited  by
applicable law.

(b) The  Servicer  shall  segregate  and hold all funds  collected  and received
pursuant to each  Mortgage Loan separate and apart from any of its own funds and
general assets and shall  establish and maintain one or more Custodial  Accounts
held in trust,  entitled "GMAC Mortgage  Corporation  Custodial Account in trust
for the  benefit of the  Holders of GMACM  Mortgage  Pass-Through  Certificates,
Series  2000-J3."  Each  Custodial  Account  shall be an Eligible  Account.  The
Custodial  Account  shall be maintained  as a segregated  account,  separate and
apart from trust funds created for mortgage  pass-through  certificates of other
series, and the other accounts of the Servicer.

        Within two Business  Days of receipt,  except as otherwise  specifically
provided  herein,  the  Servicer  shall  deposit  or cause to be  deposited  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 due on such  Mortgage  Loans on or before the
Cut-off Date) and the following amounts required to be deposited hereunder:

(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 Net  Mortgage  Rate on the
        Mortgage Loans, and the interest component of any Subservicer Advance or
        of any REO  Proceeds  received in  connection  with an REO  Property for
        which an REO Disposition has occurred,  minus the amount of any interest
        paid by a Mortgagor in  connection  with a Principal  Prepayment in Full
        for the  calendar  month in which  such  Principal  Prepayment  is to be
        distributed pursuant to Section 4.02;

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

<PAGE>


(iv)    All proceeds of any Mortgage Loans  purchased  pursuant to Section 2.02,
        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 2.04;

(v)     Any amounts required to be deposited pursuant to Section 3.07(c); and

(vi)    All  amounts  transferred  from the  Payment  Account  to the  Custodial
        Account in accordance with Section 4.02(a).

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 Servicer in the Custodial Account. In the event
any  amount  not  required  to be  deposited  in  the  Custodial  Account  is so
deposited,  the Servicer may at any time withdraw such amount from the Custodial
Account,  any  provision  herein to the contrary  notwithstanding.  The Servicer
shall  maintain  records  with  respect to all  deposits  made  pursuant to this
Section. All funds deposited in the Custodial Account shall be held in trust for
the Certificateholders until withdrawn in accordance with Section 3.10.

        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 Servicer may elect to
treat such  amounts as included  in the  Available  Distribution  Amount for the
Distribution Date in the month of receipt, but is not obligated to do so. If the
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 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 Payment  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 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 Servicer out
of its own funds immediately as realized without any right of reimbursement.

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 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 be acceptable to the Servicer and each Rating  Agency.
The  Subservicer  will be  required  thereby  to deposit  into the  Subservicing

<PAGE>


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  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  each  Determination  Date,  the  Servicer  shall  cause the
Subservicer,  pursuant to the Subservicing  Agreement,  to remit to the 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 Servicer.

(b) In addition to the Custodial  Account and the Payment Account,  the 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
be hold in trust, entitled "GMAC Mortgage Corporation Servicing Account in trust
for  the  benefit  of  the  of  the  Holders  of  GMACM  Mortgage   Pass-Through
Certificates,  Series  2000-J3."  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 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. As
part of its servicing  duties,  the 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.

(c) The  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  Servicer  shall be required so to advance
only to the  extent  that  such  advances,  in the good  faith  judgment  of the
Servicer,  will  be  recoverable  by the  Servicer  out of  Insurance  Proceeds,
Liquidation Proceeds or otherwise.

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

        If   compliance   with  this  Section  3.09  shall  make  any  Class  of
Certificates  legal  for  investment  by  federally  insured  savings  and  loan
associations,  the 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

<PAGE>


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 Servicer.  The
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 Servicer.

Section 3.10.  Permitted Withdrawals from the Custodial Account.

(a) The 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 Payment  Account in the amounts and in the manner
     provided for in Section 4.01;

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

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

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

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

(vi)    to pay the  Seller,  with  respect  to each  Mortgage  Loan or  property
        acquired  in  respect  thereof  that has  been  purchased  or  otherwise
        transferred  pursuant to Section 2.02,  2.04,  4.07 or 9.01, all amounts
        received   thereon   and  not   required  to  be   distributed   to  the
        Certificateholders  as of the date on which the related Stated Principal
        Balance or Purchase Price is determined;

<PAGE>

(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
        Servicer, default is reasonably foreseeable pursuant to Section 3.07(a),
        to  the  extent  the  amount  of  the  Advance  has  been  added  to the
        outstanding  principal  balance of the  Mortgage  Loan,  or any  Advance
        reimbursable to the Servicer pursuant to Section 4.02(a);

(viii)  to  reimburse  itself  or  the  Company  for  expenses  incurred  by and
        reimbursable to it or the Company  pursuant to Sections  3.01(a),  3.11,
        3.13, 3.14(c), 6.03, 10.01 or otherwise;

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

(x)  to withdraw  any amount  deposited  in the  Custodial  Account that was not
     required to be deposited therein pursuant to Section 3.07.

(b) Since, in connection with withdrawals  pursuant to clauses (ii),  (iii), (v)
and (vi), the Servicer's  entitlement thereto is limited to collections or other
recoveries on the related  Mortgage  Loan,  the 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  Servicer  shall  be  entitled  to  reimburse  itself  or  the  related
Subservicer for any advance made in respect of a Mortgage Loan that the 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
Payment  Account Deposit Date  succeeding the date of such  determination.  Such
right of  reimbursement  in  respect  of a  Nonrecoverable  Advance  on any such
Payment  Account  Deposit Date shall be limited to an amount not  exceeding  the
portion  of  such  advance  previously  paid  to  Certificateholders   (and  not
theretofore reimbursed to the Servicer or the related Subservicer).

Section 3.11.  Maintenance of the Primary Insurance
                      Policies; Collections Thereunder.

(a) The Servicer  shall not take, or permit any  Subservicer to take, any action
which would result in non-coverage under any applicable Primary Insurance Policy
of any loss which,  but for the actions of the  Servicer or  Subservicer,  would
have been covered thereunder.  To the extent coverage is available, the Servicer
shall  keep or cause to be kept in full  force and  effect a  Primary  Insurance
Policy  in the  case of each  Mortgage  Loan  having  a  Loan-to-Value  Ratio at
origination  in  excess of 80%,  until  the  principal  balance  of the  related

<PAGE>


Mortgage  Loan secured by a Mortgaged  Property is reduced to 80% or less of the
appraised  value based on the most recent  appraisal of the  Mortgaged  Property
performed by a qualified appraiser, such appraisal to be included in the related
servicing  file.  The  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.  In  connection  with any  assumption  or
substitution  agreement  entered into or to be entered into  pursuant to Section
3.13, the Servicer shall promptly  notify the insurer under the related  Primary
Insurance  Policy,  if any, of such  assumption or  substitution of liability in
accordance with the terms of such policy and shall take all actions which may be
required by such insurer as a condition to the  continuation  of coverage  under
the Primary  Insurance Policy. If such Primary Insurance Policy is terminated as
a result of such  assumption or  substitution  of liability,  the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.

(b) In  connection  with its  activities  as  administrator  and servicer of the
Mortgage  Loans,  the  Servicer  agrees  to  present  or to  cause  the  related
Subservicer to present, on behalf of the Servicer, the Subservicer,  if any, the
Trustee and Certificateholders,  claims to the related Insurer under any Primary
Insurance Policies, in a timely manner in accordance with such policies, and, in
this  regard,  to take or cause to be taken such  reasonable  action as shall be
necessary to permit  recovery under any Primary  Insurance  Policies  respecting
defaulted  Mortgage  Loans.  Pursuant to Section 3.07,  any  Insurance  Proceeds
collected by or remitted to the 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 Servicer shall cause to be maintained for each Mortgage Loan (other than
a Cooperative  Loan) fire insurance with extended coverage in an amount which is
equal to the lesser of (i)(A) the greater of the principal balance owing on such
Mortgage  Loan and (B) the  percentage  such that the proceeds  thereof shall be
sufficient to prevent the application of a co-insurance clause; if the Mortgaged
Property  is in an  area  identified  in the  Federal  Register  by the  Federal
Emergency  Management  Agency  as being a  special  flood  hazard  area that has
federally-mandated  flood insurance requirements,  the Servicer will cause to be
maintained a flood  insurance  policy  meeting the  requirements  of the current
guidelines of the Federal Insurance  Administration with a generally  acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the  outstanding  principal  balance of the Mortgage Loan,  (ii) the maximum
insurable  value of the  improvements  securing  such Mortgage Loan or (iii) the
maximum  amount  of  insurance  which is  available  under  the  Flood  Disaster
Protection Act of 1973, as amended;  or (ii) 100 percent of the insurable  value
of the improvements.  The Servicer shall also cause to be maintained on property
acquired upon foreclosure,  or deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative  Loan),  fire insurance  with extended  coverage in an
amount  which  is  at  least  equal  to  the  maximum  insurable  value  of  the

<PAGE>


improvements which are a part of such property,  liability insurance and, to the
extent required and available  under the Flood Disaster  Protection Act of 1973,
as amended,  flood insurance in an amount as provided above. Pursuant to Section
3.07, any amounts  collected by the 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 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 Servicer in maintaining  any such insurance  shall not, for
the purpose of calculating monthly distributions to the  Certificateholders,  be
added to the amount  owing under the  Mortgage  Loan,  notwithstanding  that the
terms of the Mortgage  Loan so permit.  Such costs shall be  recoverable  by the
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.
All such policies  shall be endorsed with standard  mortgagee  clauses with loss
payable to the Servicer and its successors  and/or assigns and shall provide for
at least thirty days prior written notice of any cancellation,  reduction in the
amount or material  change in coverage to the Servicer.  The Servicer  shall not
interfere  with the  Mortgagor's  freedom  of choice  in  selecting  either  his
insurance  carrier or agent,  provided,  however,  that the  Servicer  shall not
accept  any  such  insurance  policies  from  insurance  companies  unless  such
companies  currently  reflect a General Policy Rating in Best's Key Rating Guide
currently  acceptable to Fannie Mae and are licensed to do business in the state
wherein the property subject to the policy is located.

        If the  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 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 Payment Account the amount not otherwise
payable under the blanket policy  because of such  deductible  clause.  Any such
deposit by the Servicer shall be made on the Payment  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 Servicer agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims under any such blanket policy.

(b) The  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 Servicer's  officers
and employees  and other persons  acting on behalf of the Servicer in connection
with its  activities  under  this  Agreement.  The  amount  of  coverage,  taken
together,  shall be at least  equal to the  coverage  that would be  required by
Fannie Mae or Freddie Mac,  with  respect to the  Servicer if the 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  Servicer
shall obtain a comparable  replacement bond or policy from an issuer or insurer,
as the case may be, meeting the requirements set forth above.


<PAGE>


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

(a) When any Mortgaged  Property is conveyed by the  Mortgagor,  the 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, the Servicer
is not required to exercise  such rights with respect to a Mortgage  Loan if the
Person to whom the related  Mortgaged  Property has been conveyed or is proposed
to be conveyed satisfies the terms and conditions contained in the Mortgage Note
and  Mortgage  related  thereto  and the  consent  of the  mortgagee  under such
Mortgage Note or Mortgage is not otherwise so required  under such Mortgage Note
or Mortgage as a condition to such  transfer.  In the event that the Servicer is
prohibited by law from  enforcing any such  due-on-sale  clause,  or if coverage
under  any  Required  Insurance  Policy  would  be  adversely  affected,  or  if
nonenforcement  is otherwise  permitted  hereunder,  the Servicer is authorized,
subject to Section 3.13(b), to take or enter into an assumption and modification
agreement  from or with the person to whom such property has been or is about to
be  conveyed,  pursuant to which such person  becomes  liable under the Mortgage
Note and,  unless  prohibited  by applicable  state law, the  Mortgagor  remains
liable thereon, provided that the Mortgage Loan shall continue to be covered (if
so covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies to
enter into a substitution of liability  agreement with such Person,  pursuant to
which the  original  Mortgagor  is released  from  liability  and such Person is
substituted   as  Mortgagor  and  becomes   liable  under  the  Mortgage   Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this  Section by reason of any transfer or  assumption  which the Servicer
reasonably  believes it is  restricted  by law from  preventing,  for any reason
whatsoever.

(b)  Subject to the  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 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, that in connection with any such assumption,
no  material  term  of  the  Mortgage  Note  may be  changed.  Upon  receipt  of
appropriate instructions from the Servicer in accordance with the foregoing, the
Trustee  shall  execute  any  necessary   instruments  for  such  assumption  or
substitution  of  liability  as  directed in writing by the  Servicer.  Upon the
closing of the transactions  contemplated by such documents,  the Servicer shall

<PAGE>


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 Servicer or such
related Subservicer for entering into an assumption or substitution of liability
agreement  will be retained by the Servicer or such  Subservicer  as  additional
servicing compensation.

(c) The  Servicer  or the  related  Subservicer,  as the case  may be,  shall be
entitled  to approve a request  from a  Mortgagor  for a partial  release of the
related  Mortgaged  Property,  the  granting of an easement  thereon in favor of
another Person,  any alteration or demolition of the related Mortgaged  Property
(or,  with respect to a Cooperative  Loan,  the related  Cooperative  Apartment)
without  any  right  of  reimbursement  or  other  similar  matters  if  it  has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related  Mortgage Loan, that the security for,
and the timely  and full  collectability  of,  such  Mortgage  Loan would not be
adversely  affected  thereby and that any portion of the REMIC would not fail to
continue to qualify as a REMIC under the Code as a result  thereof and  (subject
to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions"
after the startup day would be imposed on the REMIC as a result thereof. Any fee
collected  by the  Servicer or the related  Subservicer  for  processing  such a
request  will be retained  by the  Servicer or such  Subservicer  as  additional
servicing compensation.

(d) Subject to any other applicable terms and conditions of this Agreement,  the
Trustee  and  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 Servicer  with a "Lender  Certification  for  Assignment of Mortgage
Loan"  in the  form  attached  hereto  as  Exhibit  K,  in  form  and  substance
satisfactory to the Trustee and Servicer,  providing the following: (i) that the
substance of the  assignment  is, and is intended to be, a  refinancing  of such
Mortgage;  (ii) that the Mortgage Loan  following the proposed  assignment  will
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed assignment; and (iii) that
such  assignment  is at the request of the borrower  under the related  Mortgage
Loan. Upon approval of an assignment in lieu of satisfaction with respect to any
Mortgage  Loan, the Servicer shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such Mortgage Loan and the 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 Servicer shall foreclose upon or otherwise comparably convert (which may
include an REO  Acquisition)  the ownership of  properties  securing such of the
Mortgage  Loans  as come  into  and  continue  in  default  and as to  which  no
satisfactory  arrangements  can be made for  collection of  delinquent  payments
pursuant  to  Section  3.07.  In  connection  with  such  foreclosure  or  other
conversion,  the  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, as shall meet the
requirements of the Insurer under any Required Insurance Policy, and as shall be
consistent  with the  provisions  of this  Agreement.  With  respect  to any REO

<PAGE>


Property,  the  deed or  certificate  of sale  shall be taken in the name of the
Trustee for the benefit of the Certificateholders,  or its nominee, on behalf of
the Certificateholders.  The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual capacity.
The Servicer  shall ensure that the title to such REO Property  references  this
Agreement and the Trustee's capacity thereunder.  The Servicer,  however,  shall
not be required to expend its own funds or incur other  reimbursable  charges in
connection  with  any  foreclosure,   or  attempted  foreclosure  which  is  not
completed,  or towards the restoration of any property unless it shall determine
(i) that such  restoration  and/or  foreclosure  will  increase  the proceeds of
liquidation  of the  Mortgage  Loan to  Holders of  Certificates  of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses or charges will be recoverable to it through 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 Servicer  pursuant to this Section 3.14(a),  the Servicer
shall be entitled to  reimbursement of such amounts pursuant to Section 3.10. If
the  Servicer  has  knowledge  that a Mortgaged  Property  which the Servicer is
contemplating  acquiring in  foreclosure  or by deed in lieu of  foreclosure  is
located within a one (1) mile radius of any site listed in the Expenditure  Plan
for the  Hazardous  Substance  Clean  Up Bond  Act of 1984 or  other  site  with
environmental or hazardous waste risks known to the Servicer, the Servicer will,
prior to acquiring  the  Mortgaged  Property,  consider such risks and only take
action in accordance with its established environmental review procedures.

        The Servicer  shall,  either itself or through an agent  selected by the
Servicer,  and in accordance with the Fannie Mae guidelines,  manage,  conserve,
protect  and  operate  each REO  Property  in the same  manner  that it manages,
conserves,  protects and operates other foreclosed property for its own account,
and in the same manner  that  similar  property in the same  locality as the REO
Property is managed.  Each  disposition  of REO Property shall be carried out by
the  Servicer at such price and upon such terms and  conditions  as the Servicer
deems to be in the best interest of the Certificateholders.

        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 Servicer
the related  Mortgage  File and the  Trustee  shall  execute  and  deliver  such
instruments  of transfer or assignment  prepared by the  Servicer,  in each case
without recourse, as shall be necessary to vest in the 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 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 Servicer to be received in
connection  with the related  defaulted  Mortgage Loan or REO Property have been
received,  and (ii) for purposes of  determining  the amount of any  Liquidation
Proceeds,  Insurance Proceeds, REO Proceeds or any other unscheduled collections
or the amount of any Realized Loss,  the Servicer may take into account  minimal

<PAGE>


amounts  of  additional  receipts  expected  to be  received  or  any  estimated
additional  liquidation  expenses expected to be incurred in connection with the
related defaulted Mortgage Loan or REO Property.

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

(c) If the Trust Fund  acquires  any REO  Property as  aforesaid or otherwise in
connection  with a default or imminent  default on a Mortgage Loan, the 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 any  portion  of the  REMIC  as a REMIC  under
applicable  state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Servicer (subject
to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee and the  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 the REMIC 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 Servicer
shall be  entitled to be  reimbursed  from the  Custodial  Account for any costs
incurred in  obtaining  such  Opinion of Counsel,  as provided in Section  3.10.
Notwithstanding any other provision of this Agreement,  no REO Property acquired
by the Trust  Fund  shall be rented (or  allowed  to  continue  to be rented) or
otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to
any  terms  that  would  (i)  cause  such REO  Property  to fail to  qualify  as
"foreclosure  property" within the meaning of Section  860G(a)(8) of the Code or
(ii) subject the Trust Fund to the imposition of any federal income taxes on the
income earned from such REO  Property,  including any taxes imposed by reason of
Section  860G(c) of the Code,  unless the Servicer  has agreed to indemnify  and
hold harmless the Trust Fund with respect to the imposition of any such taxes.

<PAGE>


(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 Servicer or the related  Subservicer in accordance with
Section 3.10(a)(ii); second, to all Servicing Fees and Subservicing Fees payable
therefrom  (and the  Servicer and the  Subservicer  shall have no claims for any
deficiencies  with  respect  to  such  fees  which  result  from  the  foregoing
allocation);  third,  to the  Certificateholders  to the extent of  accrued  and
unpaid interest on the Mortgage Loan, and any related REO Imputed  Interest,  at
the Net  Mortgage  Rate  (or the  Modified  Net  Mortgage  Rate in the case of a
Modified  Mortgage Loan) to the Due Date prior to the Distribution Date on which
such  amounts are to be  distributed;  fourth,  to the  Certificateholders  as a
recovery of principal on the Mortgage Loan (or REO  Property)(provided  that, if
such  recovery is of an amount  previously  allocated  to one or more Classes of
Certificates  as a Realized Loss,  such recovery  shall be allocated  among such
Classes in the same  proportions as the allocation of such Realized  Losses and,
if any such Class of  Certificates  to which such Realized Loss was allocated is
no longer  outstanding,  such  subsequent  recovery  shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
and fifth, to Foreclosure Profits.

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

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

(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Servicer of a notification  that payment in full will be escrowed
in a manner customary for such purposes,  the Servicer will  immediately  notify
the Custodian, if any, or the Trustee (if it holds the related Mortgage File) by
delivery  of a Request for Release  substantially  in one of the forms  attached
hereto as Exhibit F requesting delivery to it of the Mortgage File. The 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 Payment Account.

(b) From time to time as is appropriate  for the servicing or foreclosure of any
Mortgage  Loan,  the  Servicer  shall  deliver  a  Request  for  Release  to the
Custodian,  if any,  or the  Trustee  (if it holds the  related  Mortgage  File)
requesting  that  possession of all, or any document  constituting  part of, the
Mortgage  File be released to the 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 (if it holds the related  Mortgage
File) or the Custodian  shall deliver the Mortgage File or any document  therein

<PAGE>


to the  Servicer.  The 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 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 Servicer has delivered directly or through a Subservicer
to the Trustee and the Custodian 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 any such Mortgage  Loan, the Custodian,  if any, or
the Trustee  shall  deliver the Request for Release with respect  thereto to the
Servicer  upon  deposit of the related  Liquidation  Proceeds  in the  Custodial
Account.

(c) The  Servicer  on the  Trustee's  behalf  shall  execute  and deliver to the
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 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.

(d) Notwithstanding  any other provisions of this Agreement,  the Servicer shall
transmit to the Custodian,  if any, or the Trustee as required by this Agreement
all  documents  and  instruments  in respect of a Mortgage  Loan coming into the
possession  of the  Servicer  from time to time and shall  account  fully to the
Trustee for any funds received by the Servicer or which  otherwise are collected
by the Servicer as Liquidation  Proceeds or Insurance Proceeds in respect of any
related  Mortgage Loan.  All Mortgage  Files and funds  collected or held by, or
under the control of, the  Servicer in respect of any  Mortgage  Loans,  whether
from the  collection  of  principal  and interest  payments or from  Liquidation
Proceeds,  including  but not limited to, any funds on deposit in the  Custodial
Account(s),  shall be held by the  Servicer for and on behalf of the Trustee and
shall be and remain the sole and exclusive  property of the Trustee,  subject to
the applicable  provisions of this  Agreement.  The Servicer also agrees that it
shall not  create,  incur or  subject  any  Mortgage  File or any funds that are
deposited in the Custodial  Account,  Payment  Account or any related  Servicing
Account,  or any funds  that  otherwise  are or may become due or payable to the
Trustee for the benefit of the Certificateholders,  to any claim, lien, security
interest,  judgment, levy, writ of attachment or other encumbrance, or assert by
legal action or otherwise any claim or right of setoff against any Mortgage File
or any funds  collected  on, or in  connection  with, a Mortgage  Loan,  except,
however,  that the Servicer shall be entitled to set off against and deduct from
any such funds any amounts  that are  properly  due and payable to the  Servicer
under this Agreement.

<PAGE>


Section 3.16.  Servicing and Other Compensation; Compensating Interest.

(a) The  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
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  otherwise  shall  be  retained  by the  Servicer  or the
Subservicer to the extent provided herein, subject to clause (e) below.

(c) The  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,  certain
expenses of the Trustee as provided in Section  8.05,  and the fees and expenses
of any Custodian) and shall not be entitled to reimbursement  therefor except as
specifically provided in Sections 3.10 and 3.14.

(d)  The  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 Servicer under this Agreement.

(e)  Notwithstanding any other provision herein, the amount of the Servicing Fee
that the 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.  In  making  such  reduction,  the  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).

Section 3.17.  Periodic  Filings with the  Securities  and Exchange  Commission;
     Additional Information.

        Within 15 days after each  Distribution  Date,  the  Trustee  shall,  in
accordance  with  industry  standards,  file with the  Securities  and  Exchange
Commission  (the  "Commission")  via the Electronic Data Gathering and Retrieval
System   (EDGAR),   a  Form   8-K   with  a  copy  of  the   statement   to  the
Certificateholders  for such Distribution  Date as an exhibit thereto.  Prior to
January 30, 2001, the Trustee shall, in accordance with industry standards, file

<PAGE>


a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
Prior to March 30,  2001,  the  Trustee  shall  file a Form 10-K,  in  substance
conforming to industry  standards,  with respect to the Trust Fund.  The Company
hereby  grants to the  Trustee a limited  power of  attorney to execute and file
each such  document  on behalf of the  Company.  Such  power of  attorney  shall
continue until either the earlier of (i) receipt by the Trustee from the Company
of written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Company agrees to promptly furnish to the Trustee,  from time to
time upon request,  such further information,  reports, and financial statements
within its  control  related to this  Agreement  and the  Mortgage  Loans as the
Trustee  reasonably deems  appropriate to prepare and file all necessary reports
with the Commission.  The Trustee shall have no responsibility to file any items
other than those specified in this section.

Section 3.18.  Annual Statement as to Compliance.

        The  Servicer  shall  deliver  to the  Seller,  the  Trustee,  Financial
Security  and each  Rating  Agency  on or  before  90 days  after the end of the
Servicer's fiscal year,  commencing in its fiscal year ending December 31, 2000,
an Officer's Certificate stating, as to the signer thereof, that (i) a review of
the  activities of the Servicer  during the  preceding  calendar year and of the
performance  of the  Servicer  under  this  Agreement  has been made  under such
officer's supervision and (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout  such year, or, if there has been a default in the fulfillment of any
such  obligation,  specifying  each such  default  known to such officer and the
nature and status thereof except for such defaults as such officer in his or her
good faith judgment believes to be immaterial.

Section 3.19.  Annual Independent Public Accountants' Servicing Report.

        On or  before  90 days  after  the end of the  Servicer's  fiscal  year,
commencing  in its 2000 fiscal year,  the Servicer at its expense  shall cause a
firm of independent  public  accountants  (who may also render other services to
the  Servicer,  the Seller or any  affiliate  thereof)  which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee,  Financial  Security  and the Seller to the  effect  that such firm has
examined certain  documents and records relating to the Servicer's  servicing of
mortgage  loans of the same type as the  Mortgage  Loans  pursuant to  servicing
agreements substantially similar to this Agreement, which agreements may include
this  Agreement,  and  that,  on the  basis  of such an  examination,  conducted
substantially  in compliance  with the Uniform  Single  Attestation  Program for
Mortgage Bankers,  such firm is of the opinion that the Servicer's servicing has
been  conducted in  compliance  with the  agreements  examined  pursuant to this
Section,  except  for (i) such  exceptions  as such  firm  shall  believe  to be
immaterial,  and (ii)  such  other  exceptions  as  shall  be set  forth in such
statement.  Copies of such  statement  shall be  provided  by the Trustee to any
Certificateholder  upon  request  at  the  Servicer's  expense,   provided  such
statement is delivered by the Servicer to the Trustee.

<PAGE>


Section 3.20.  Rights of the Company in Respect of the Servicer.

        The Servicer shall afford the Seller and the Trustee  reasonable  access
to all records and documentation  regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement,  such access
being  afforded  without  charge,  but only upon  reasonable  request and during
normal business hours at the office designated by the Servicer.

Section 3.21.  Administration of Buydown Funds.

(a) With respect to any Buydown  Mortgage  Loan, the Servicer will withdraw from
the account that  satisfies the  requirements  for a  Subservicing  Account (the
"Buydown  Account") the predetermined  amount that, when added to the amount due
on such date from the  Mortgagor,  equals the full  Monthly  Payment and deposit
that amount in the Custodial  Account  together with the related payment made by
the Mortgagor or advanced by the Subservicer.

(b) If the  Mortgagor  on a  Buydown  Mortgage  Loan  prepays  such  loan in its
entirety  during  the period  (the  "Buydown  Period")  when  Buydown  Funds are
required  to be  applied to such  Buydown  Mortgage  Loan,  the  Servicer  shall
withdraw from the Buydown  Account and remit any Buydown Funds  remaining in the
Buydown Account in accordance with the related buydown agreement.  The amount of
Buydown  Funds  which may be  remitted in  accordance  with the related  buydown
agreement  may reduce the amount  required to be paid by the  Mortgagor to fully
prepay the related  Mortgage  Loan. If the Mortgagor on a Buydown  Mortgage Loan
defaults  on such  Mortgage  Loan  during the  Buydown  Period and the  property
securing such Buydown  Mortgage Loan is sold in the liquidation  thereof (either
by the Servicer or the insurer under any related Primary Insurance Policy),  the
Servicer  shall  withdraw  from the Buydown  Account the Buydown  Funds for such
Buydown  Mortgage Loan still held in the Buydown Account and deposit the same in
the Custodial Account or, pay to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such insurer and such insurer
pays all of the loss incurred in respect of such default. Any amount so remitted
pursuant to the  preceding  sentence will be deemed to reduce the amount owed on
the Mortgage Loan.

Article IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.  Payment Account.

(a) The Trustee  shall  establish  and  maintain a Payment  Account in which the
Servicer  shall cause to be deposited on behalf of the Trustee on or before 2:00
P.M. New York time on each  Payment  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 Payment Account pursuant to Section  3.12(a),  (iii) any amount
required to be deposited in the Payment  Account  pursuant to 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  may invest or cause the  institution  maintaining  the Payment
Account to invest the funds in the  Payment  Account  in  Permitted  Investments
designated in the name of the Trustee for the benefit of the Certificateholders,

<PAGE>


which shall  mature or be payable on demand not later than the Business Day next
preceding  the  Distribution  Date next  following  the date of such  investment
(except  that (i) any  investment  in the  institution  with  which the  Payment
Account is  maintained  may mature or be payable on demand on such  Distribution
Date and (ii) any other  investment  may  mature or be payable on demand on such
Distribution  Date if the Trustee shall advance funds on such  Distribution Date
to the  Payment  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 Trustee 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 Payment  Account by the Trustee out of its own funds
immediately as realized without any right of reimbursement.

Section 4.02.  Distributions.

(a) On each  Distribution Date (x) the Trustee or (y) the Paying Agent appointed
by the Trustee, shall distribute first to the Trustee, payment for any servicing
transfer expenses  reimbursable to the Trustee pursuant to Section 7.02(a),  and
that have not been paid or reimbursed to the Trustee by the Servicer,  second to
the Servicer,  in the case of a  distribution  pursuant to Section  4.02(a)(iii)
below,  the amount  required to be  distributed to the Servicer or a Subservicer
pursuant to Section  4.02(a)(iii) below, and third to each  Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final  distribution)  either in immediately  available  funds (by
wire transfer or otherwise) to the account of such  Certificateholder  at a bank
or   other   entity   having   appropriate    facilities   therefor,   if   such
Certificateholder  has so notified the Trustee or the Paying Agent,  as the case
may be, or, if such  Certificateholder  has not so  notified  the Trustee 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 (except
as otherwise provided in Section 4.10 hereof) of the following  amounts,  in the
following  order of  priority  (subject  to the  provisions  of Section  4.02(b)
below), in each case to the extent of the Available Distribution Amount:

(i)  to the Senior Certificates (other than the Class PO Certificates, and on or
     prior to the related Accretion  Termination Date, the Accrual  Certificates
     to the extent of the Accrual Distribution Amount) on a pro rata basis based
     on Accrued  Certificate  Interest payable on such Certificates with respect
     to such Distribution Date, Accrued Certificate  Interest on such Classes of
     Certificates  for such  Distribution  Date,  plus any  Accrued  Certificate
     Interest  thereon  remaining  unpaid from any  previous  Distribution  Date
     except as provided in the last  paragraph of this Section  4.02(a) plus, to
     any Insured Certificate, any Insured Reserve Withdrawal pursuant to Section
     4.08, and any amounts paid under the FSA Policy  pursuant to Section 11.02,
     in each case in respect of interest; and

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


<PAGE>


                      (Y) to the Accretion  Directed  Certificates,  the Accrual
               Distribution   Amount  in  the  priority  set  forth  in  Section
               4.02(b)(ii), and to the Senior Certificates (other than the Class
               PO  Certificates),  in the  priorities  and  amounts set forth in
               Section 4.02(b) through (d), the sum of the following (applied to
               reduce  the  Certificate   Principal   Balances  of  such  Senior
               Certificates, as applicable):

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

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

(2)  the Stated Principal  Balance of any Mortgage Loan  repurchased  during the
     preceding  calendar  month  (or  deemed  to  have  been so  repurchased  in
     accordance with Section  3.07(b))  pursuant to Sections 2.02, 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 2.02 or Section 2.04,  during the preceding  calendar  month (other
     than the related  Discount  Fraction of such  Stated  Principal  Balance or
     shortfall with respect to each Discount Mortgage Loan); and

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

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

<PAGE>


     Excess  Bankruptcy  Losses or Extraordinary  Losses, an amount equal to the
     lesser of (a) the Senior  Percentage for such  Distribution  Date times the
     Stated  Principal  Balance of such  Mortgage  Loan  (other than the related
     Discount  Fraction of such Stated Principal  Balance,  with respect to each
     Discount  Mortgage  Loan)  and  (b)  the  Senior  Accelerated  Distribution
     Percentage  for  such  Distribution  Date  times  the  related  unscheduled
     collections  (including without limitation Insurance Proceeds,  Liquidation
     Proceeds  and REO  Proceeds)  to the  extent  applied  by the  Servicer  as
     recoveries  of principal of the related  Mortgage  Loan pursuant to Section
     3.14 (in each case other than the portion of such unscheduled  collections,
     with   respect  to  a  Discount   Mortgage   Loan,   included   in  Section
     4.02(b)(i)(C));

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>


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

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

(xvi)   to Financial Security, as subrogee of the Insured Certificateholders, to
        reimburse  Financial  Security for claims paid under the FSA Policy,  an
        amount   equal  to   Cumulative   Insurance   Payments  on  the  Insured
        Certificates;

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

(xviii) to the Trustee,  any fees and/or expenses payable or reimbursable by the
        Servicer  pursuant to Section 8.05 hereof, to the extent not paid by the
        Servicer; and

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

        Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate  Certificates are no longer
outstanding,  the Senior  Certificates,  Accrued  Certificate  Interest  thereon
remaining unpaid from any previous  Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate  Interest was attributable to
interest shortfalls relating to the failure of the Servicer to make any required
Advance, or the determination by the Servicer that any proposed Advance would be
a  Nonrecoverable  Advance with respect to the related  Mortgage Loan where such
Mortgage  Loan  has  not yet  been  the  subject  of a Cash  Liquidation  or REO
Disposition.

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


<PAGE>


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

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

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

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

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

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

(ii)    an amount equal to the Accrual  Distribution Amount shall be distributed
        sequentially as follows:

                      (A) to the Class A-43  Certificates,  in  reduction of the
        Certificate  Principal Balance thereof,  until the Certificate Principal
        Balance thereof has been reduced to zero; and

<PAGE>


                      (B) to the Class A-44  Certificates,  in  reduction of the
        Certificate  Principal Balance thereof,  until the Certificate Principal
        Balance thereof has been reduced to zero;

(iii)   the Senior  Principal  Distribution  Amount shall be  distributed to the
        Class R Certificates until the Certificate Principal Balance thereof has
        been reduced to zero;

(iv)    the balance of the Senior Principal  Distribution Amount remaining after
        the  distributions,  if any,  described  in clause  (iii) above shall be
        distributed to the Prepayment  Lockout  Certificates in reduction of the
        Certificate Principal Balances thereof, in an amount equal to the sum of
        the following:

(A)            the Prepayment Lockout Certificates' pro rata share (based on the
               aggregate  Certificate  Principal Balance thereof relative to the
               aggregate   Certificate  Principal  Balance  of  all  classes  of
               Certificates  (other  than  the  Class PO  Certificates))  of the
               aggregate of the collections described in clauses (ii)(Y)(A), (B)
               and (E) of Section  4.02(a),  without  application  of the Senior
               Percentage and Senior Accelerated Distribution Percentage; and

(B)            the  Lockout  Prepayment  Percentage  of the  Prepayment  Lockout
               Certificates' pro rata share, based on the Certificate  Principal
               Balance thereof relative to the aggregate  Certificate  Principal
               Balance of all classes of  certificates,  other than the Class PO
               Certificates,  of the aggregate of the  collections  described in
               clause  (ii)(Y)(C) of Section 4.02(a) without  application of the
               Senior Accelerated Distribution Percentage;

provided that, if the aggregate of the amounts set forth in clauses  (ii)(Y)(A),
(B),  (C) and (E) of Section  4.02(a) is more than the balance of the  Available
Distribution Amount remaining after the Senior Interest Distribution Amount, the
Class PO Principal  Distribution Amount and the Accrual Distribution Amount have
been  distributed,  the  amount  paid  to the  Prepayment  Lockout  Certificates
pursuant  to this  clause  (iv)  shall  be  reduced  by an  amount  equal to the
Prepayment  Lockout  Certificates'  pro  rata  share  (based  on  the  aggregate
Certificate  Principal  Balance  thereof  relative to the aggregate  Certificate
Principal  Balance  of  the  Senior   Certificates  (other  than  the  Class  PO
Certificates)) of such difference;

(v)     an amount  equal to the  balance  of the Senior  Principal  Distribution
        Amount remaining after the  distributions,  if any, described in clauses
        (iii) and (iv) above shall be distributed to the Class A-1 Certificates,
        until the  Certificate  Principal  Balance  thereof has been  reduced to
        zero;

(vi)    an amount  equal to the  balance  of the Senior  Principal  Distribution
        Amount remaining after the  distributions,  if any, described in clauses
        (iii) through (v) above, plus any amounts paid under the FSA Policy with
        respect to the Class A-5  through  Class A-20  Certificates  pursuant to
        Section  11.02,  in  each  case  in  respect  of  principal,   shall  be
        distributed sequentially as follows:

<PAGE>


(A)            to the Class A-5  Certificates,  in reduction of the  Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(B)            to the Class A-6  Certificates,  in reduction of the  Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(C)            to the Class A-7  Certificates,  in reduction of the  Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(D)            to the Class A-8  Certificates,  in reduction of the  Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(E)            to the Class A-9  Certificates,  in reduction of the  Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(F)            to the Class A-10  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(G)            to the Class A-11  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(H)            to the Class A-12  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(I)            to the Class A-13  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(J)            to the Class A-14  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(K)            to the Class A-15  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(L)            to the Class A-16  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(M)            to the Class A-17  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(N)            to the Class A-18  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;

<PAGE>


(O)            to the Class A-19  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero; and
(P)            to the Class A-20  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;

(vii)   8.9019436786% of the balance of the Senior Principal Distribution Amount
        remaining after the  distributions,  if any,  described in clauses (iii)
        through  (vi)  above  plus any  amounts  withdrawn  from the  Class  A-4
        Rounding  Account  pursuant to Section 4.09,  and any amounts paid under
        the FSA Policy with  respect to the Class A-4  Certificates  pursuant to
        Section  11.02,  in  each  case  in  respect  of  principal,   shall  be
        distributed  to  the  Class  A-4  Certificates,  until  the  Certificate
        Principal Balance thereof has been reduced to zero;

(viii)  91.0980563214%  of the  balance  of the  Senior  Principal  Distribution
        Amount remaining after the  distributions,  if any, described in clauses
        (iii)  through  (vi) above plus,  with respect to  distributions  to the
        Class A-22  Certificates  under clause (B) below, any amounts  withdrawn
        from the Class A-22 Rounding  Account pursuant to Section 4.09, and with
        respect  to   distributions   to  the  Class  A-22  through  Class  A-41
        Certificates,  any amounts paid under the FSA Policy with respect to the
        Class A-22 through Class A-41 Certificates pursuant to Section 11.02, in
        each case in respect of principal, shall be distributed:

(A)     first, sequentially as follows:
(1)                   to  the  Class  A-23  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(2)                   to  the  Class  A-24  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(3)                   to  the  Class  A-25  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(4)                   to  the  Class  A-26  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(5)                   to  the  Class  A-27  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(6)                   to  the  Class  A-28  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(7)                   to  the  Class  A-29  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
<PAGE>

(8)                   to  the  Class  A-30  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(9)                   to  the  Class  A-31  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(10)                  to  the  Class  A-32  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(11)                  to  the  Class  A-33  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(12)                  to  the  Class  A-34  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(13)                  to  the  Class  A-35  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(14)                  to  the  Class  A-36  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(15)                  to  the  Class  A-37  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(16)                  to  the  Class  A-38  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero; and
(17)                  to  the  Class  A-39  Certificates,  in  reduction  of the
                      Certificate   Principal   Balance   thereof,   until   the
                      Certificate  Principal Balance thereof has been reduced to
                      zero;
(B)            second, to the Class A-22 Certificates,  Class A-40 Certificates,
               Class A-41 Certificates and Class A-42 Certificates on a pro rata
               basis in accordance with their respective  Certificate  Principal
               Balances,  in reduction  of the  Certificate  Principal  Balances
               thereof,  until the Certificate  Principal  Balances thereof have
               been reduced to zero;

(ix)    the balance of the Senior Principal  Distribution Amount remaining after
        the  distributions,  if any,  described in clauses (iii) through  (viii)
        above plus any  amounts  paid under the FSA Policy  with  respect to the
        Class  A21  Certificates   pursuant  to  Section  11.02  in  respect  of
        principal,  to  the  Class  A-21  Certificates,   in  reduction  of  the
        Certificate  Principal Balance thereof,  until the Certificate Principal
        Balance thereof has been reduced to zero;

<PAGE>

(x)     the balance of the Senior Principal  Distribution Amount remaining after
        the distributions, if any, described in clauses (iii) through (ix) above
        shall be distributed sequentially as follows:

(A)            to the Class A-43  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;
(B)            to the Class A-44  Certificates,  in reduction of the Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero; and
(C)            to the Class A-2  Certificates,  in reduction of the  Certificate
               Principal  Balance  thereof,   until  the  Certificate  Principal
               Balance thereof has been reduced to zero;

(xi)    the balance of the Senior Principal  Distribution Amount remaining after
        the distributions,  if any, described in clauses (iii) through (x) above
        shall be distributed to the Prepayment Lockout  Certificates,  until the
        Certificate Principal Balance thereof has been reduced to zero.

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

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

(e) 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  Servicer
receives amounts, which the 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 in respect of the  representations and warranties made by the related
Seller pursuant to the Purchase  Agreement),  the Servicer shall distribute such
amounts to the  applicable  Certificateholders  of the Class or Classes to which
such Realized Loss was allocated (or to Financial Security, as subrogee for such
Certificateholders,  to the  extent  Financial  Security  made an FSA  Insurance
Payment in respect of such Realized Loss), if applicable (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

<PAGE>


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.  Notwithstanding the foregoing, no such
distribution  shall be made with respect to the Certificates of any Class to the
extent that  either (i) such Class was  protected  against the related  Realized
Loss or (ii) such Class of Certificates has been deposited into a separate trust
fund or other structuring vehicle and separate certificates or other instruments
representing  interests therein have been issued in one or more classes, and any
of such separate  certificates or other  instruments were protected  against the
related  Realized Loss  pursuant to any limited  guaranty,  payment  obligation,
irrevocable  letter  of  credit,   surety  bond,  insurance  policy  or  similar
instrument  or a reserve fund,  or a  combination  thereof.  Any amount to be so
distributed  with respect to the  Certificates of any Class shall be distributed
by the  Servicer  to the  Certificateholders  of  record as of the  Record  Date
immediately  preceding  the date of such  distribution  (i) with  respect to the
Certificates of any Class (other than the Class IO Certificates),  on a pro rata
basis based on the Percentage  Interest  represented by each Certificate of such
Class as of such Record Date and (ii) with respect to the Class IO Certificates,
to the Class IO Certificates in the same proportion as the related Realized Loss
was  allocated.  Any  amounts to be so  distributed  shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.

(f) Each distribution with respect to a Book-Entry  Certificate shall be paid to
the  Depository,   as  Holder  thereof,  and  the  Depository  shall  be  solely
responsible for crediting the amount of such distribution to the accounts of its
Depository   Participants  in  accordance  with  its  normal  procedures.   Each
Depository  Participant shall be responsible for disbursing such distribution to
the  Certificate  Owners that it represents  and to each indirect  participating
brokerage firm (a "brokerage  firm") for which it acts as agent.  Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it
represents.  The Trustee and the Depository  shall be responsible for allocation
of the  aggregate  amount  of  distributions  in  reduction  of the  Certificate
Principal Balance of the Insured Certificates as set forth in Section 4.12. None
of the Trustee,  the  Certificate  Registrar,  the Company or the Servicer shall
have any responsibility therefor.

(g) Except as otherwise  provided in Section 9.01,  if the Servicer  anticipates
that a final distribution with respect to any Class of Certificates will be made
on  the  next  Distribution   Date,  the  Servicer  shall,  no  later  than  the
Determination Date in the month of such final  distribution,  notify the Trustee
and  the  Trustee  shall,  no  later  than  two (2)  Business  Days  after  such
Determination  Date,  mail  on  such  date  to each  Holder  of  such  Class  of
Certificates a notice to the effect that: (i) the Trustee  anticipates  that the
final  distribution  with respect to such Class of Certificates  will be made on
such  Distribution  Date  but  only  upon  presentation  and  surrender  of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
related Interest Accrual Period. In the event that  Certificateholders  required

<PAGE>


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 Payment
Account  and  credited  to a separate  escrow  account  for the  benefit of such
Certificateholders as provided in Section 9.01(d).

(h)  Notwithstanding the priorities relating to distributions of principal among
the Class A-4 Certificates and Class A-22  Certificates  described above, on any
Distribution  Date,  distributions  in  respect  of  principal  on the Class A-4
Certificates and Class A-22 Certificates will be allocated among the Certificate
Owners of the Class A-4 Certificates or Class A-22 Certificates,  as applicable,
as set forth in Section  4.10.  On each  Distribution  Date on which amounts are
available for distributions in reduction of the Certificate Principal Balance of
the  Class  A-4  Certificates  or  Class  A-22   Certificates,   as  applicable,
(including,  for purposes of this  paragraph,  the portion of any FSA  Insurance
Payment   allocable  to  principal)  the  aggregate  amount  allocable  to  such
distributions  will be rounded upward by the applicable  Rounding  Amount.  Such
rounding  will  be  accomplished  on  the  first   Distribution  Date  on  which
distributions in reduction of the Certificate Principal Balance of the Class A-4
Certificates or Class A-22 Certificates,  as applicable, are made by withdrawing
from the related  Rounding  Account the applicable  Rounding  Amount for deposit
into the Payment  Account,  and such Rounding Amount will be added to the amount
that is allocable for  distributions  in reduction of the Certificate  Principal
Balance of the Class A-4 Certificates or Class A-22 Certificates, as applicable.
On each succeeding  Distribution Date on which distributions in reduction of the
Certificate  Principal  Balance  of the Class  A-4  Certificates  or Class  A-22
Certificates are made, first, the aggregate amount available for distribution in
reduction of the Certificate  Principal Balance of the Class A-4 Certificates or
Class A-22 Certificates,  as applicable, will be applied to repay the applicable
Rounding  Amount  withdrawn  from the  related  Rounding  Account  on the  prior
Distribution Date and then, the remainder of such allocable amount, if any, will
be similarly rounded upward through another withdrawal from the related Rounding
Account  and such  determined  applicable  Rounding  Amount will be added to the
amount that is allocable  for  distributions  in  reduction  of the  Certificate
Principal Balance of the Class A-4 Certificates or Class A-22  Certificates,  as
applicable.  Any funds  remaining  in the  related  Rounding  Account  after the
Certificate  Principal  Balance  of the Class  A-4  Certificates  or Class  A-22
Certificates,  as  applicable,  is reduced to zero shall be  distributed  to the
Class R Certificateholders.

Section 4.03.  Statements to Certificateholders.

        (a) Concurrently with each  distribution  charged to the Payment Account
and with respect to each Distribution  Date, the Trustee shall make available to
Certificateholders,  Financial  Security and other parties to this Agreement via
the Trustee's  internet website and its fax-on-demand  service a statement as to
each Class of  Certificates  and the Mortgage Pool that includes the information
set forth in Exhibit M attached hereto.

        The  Trustee's  fax-on-demand  service may be accessed by calling  (301)
815-6610.   The  Trustee's  internet  website  shall  initially  be  located  at
"www.ctslink.com."  Assistance in using the website or the fax-on-demand service
can be  obtained  by  calling  the  Trustee's  customer  service  desk at  (301)
815-6600.  Parties  that are unable to use the above  distribution  options  are
entitled to have a paper copy mailed to them via first class mail by calling the

<PAGE>


customer  service desk and indicating  such. The Trustee shall have the right to
change the way  Distribution  Date  statements are  distributed in order to make
such  distribution  more convenient  and/or more accessible to the above parties
and the Trustee  shall  provide  timely and adequate  notification  to all above
parties regarding any such changes.

        (b) Within a  reasonable  period of time after the end of each  calendar
year, the Trustee shall prepare, or cause to be prepared,  and shall forward, or
cause to be  forwarded,  to each Person who at any time during the calendar year
was the Holder of a Certificate,  other than a Class R Certificate,  a statement
containing the  information  set forth in clauses (i) and (ii) of subsection (a)
above  aggregated  for such calendar year or applicable  portion  thereof during
which such Person was a Certificateholder.  Such obligation of the Trustee shall
be deemed to have been  satisfied  to the extent that  substantially  comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code.

        (c) Within a  reasonable  period of time after the end of each  calendar
year, the Trustee shall prepare, or cause to be prepared,  and shall forward, or
cause to be  forwarded,  to each Person who at any time during the calendar year
was the Holder of a Class R Certificate,  a statement  containing the applicable
distribution  information  provided pursuant to this Section 4.03 aggregated for
such calendar year or applicable  portion  thereof  during which such Person was
the Holder of a Class R  Certificate.  Such  obligation  of the Trustee shall be
deemed  to have been  satisfied  to the  extent  that  substantially  comparable
information  shall be provided by the Servicer  pursuant to any  requirements of
the Code.

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

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

(a) Prior to the close of  business on the  Business  Day next  succeeding  each
Determination  Date,  the  Servicer  shall  furnish  a report  (the  "Remittance
Report") to the Trustee and Financial Security in a mutually agreed upon form of
an  electromagnetic  tape or disk and hard copy. The  Remittance  Report and any
information  supplemental thereto shall include such information with respect to
the  Mortgage  Loans that is required by the Trustee for  purposes of making the
calculations  described in Section 4.02 and preparing the statement described in
Section 4.03, as set forth in written specifications or guidelines issued by the
Seller or the Trustee  from time to time.  The  Trustee  shall be  protected  in
relying upon the  information  set forth in the  Remittance  Report  without any
independent check or verification.

(b) On or before 2:00 P.M. New York time on each Payment  Account  Deposit Date,
the Servicer shall either (i) deposit in the Payment Account from its own funds,
or  funds  received  therefor  from the  Subservicers,  an  amount  equal to the
Advances to be made by the Servicer in respect of the related Distribution Date,
which shall be in an aggregate  amount equal to the aggregate  amount of Monthly
Payments (with each interest portion thereof adjusted to the Net Mortgage Rate),
less the amount of any related Servicing Modifications,  Debt Service Reductions
or reductions in the amount of interest  collectable from the Mortgagor pursuant

<PAGE>


to the Relief Act, on the Outstanding Mortgage Loans as of the related Due Date,
which  Monthly  Payments  were  delinquent as of the close of business as of the
related  Determination  Date; provided that no Advance shall be made if it would
be a  Nonrecoverable  Advance,  (ii)  withdraw  from  amounts  on deposit in the
Custodial  Account and  deposit in the  Payment  Account all or a portion of the
Amount Held for Future  Distribution in discharge of any such Advance,  or (iii)
make advances in the form of any  combination  of (i) and (ii)  aggregating  the
amount of such Advance.  Any portion of the Amount Held for Future  Distribution
so used shall be replaced by the  Servicer by deposit in the Payment  Account on
or before 11:00 A.M. New York time on any future Payment Account Deposit Date to
the extent that funds  attributable  to the Mortgage Loans that are available in
the Custodial Account for deposit in the Payment Account on such Payment Account
Deposit Date shall be less than  payments to  Certificateholders  required to be
made on the following  Distribution  Date. The 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 Servicer pursuant to this Section 4.04. The amount of
any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances
on any Distribution Date shall be allocated to specific Monthly Payments due but
delinquent  for previous Due Periods,  which  allocation  shall be made,  to the
extent  practicable,  to Monthly  Payments  which have been  delinquent  for the
longest  period of time.  Such  allocations  shall be conclusive for purposes of
reimbursement to the Servicer from recoveries on related Mortgage Loans pursuant
to Section 3.10.

        The  determination  by the  Servicer  that it has made a  Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance,  shall  be  evidenced  by an  Officers'  Certificate  of  the  Servicer
delivered to the Company and the Trustee.

        If the Servicer  determines as of the Business Day preceding any Payment
Account Deposit Date that it will be unable to deposit in the Payment 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
Payment 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 Servicer  shall have  directly or  indirectly  deposited in the Payment
Account such portion of the amount of the Advance as to which the 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  Servicer  under this
Agreement  in  accordance  with  Section  7.01 and (b)  assume  the  rights  and
obligations  of the Servicer  hereunder,  including the obligation to deposit in
the  Payment  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 Payment Account.


<PAGE>


Section 4.05.  Allocation of Realized Losses.

        Prior to each Distribution  Date, the Servicer shall determine the total
amount of Realized  Losses,  if any, that  resulted  from any Cash  Liquidation,
Servicing  Modification,  Debt  Service  Reduction,  Deficient  Valuation or REO
Disposition  that  occurred  during the calendar  month  preceding  the month of
distribution  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 during the  related  Due
Period.  The amount of each  Realized  Loss shall be  evidenced  by an Officers'
Certificate.  All Realized  Losses,  other than Excess  Special  Hazard  Losses,
Extraordinary  Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal  Balance  thereof has been reduced to zero;  second,  to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;  third,  to the Class B-1  Certificates  until the  Certificate  Principal
Balance thereof has been reduced to zero;  fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates  until the Certificate  Principal  Balance thereof
has been  reduced  to zero;  sixth,  to the  Class  M-1  Certificates  until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such  Realized  Losses are on a Discount  Mortgage  Loan, to the Class PO
Certificates  in an  amount  equal to the  Discount  Fraction  of the  principal
portion  thereof,  and the  remainder  of such  Realized  Losses on the Discount
Mortgage  Loans and the entire  amount of such Realized  Losses on  Non-Discount
Mortgage Loans will be allocated among all the Senior  Certificates  (other than
the  Class PO  Certificates)  on a pro  rata  basis,  as  described  below.  The
principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on the Discount Mortgage Loans will
be  allocated  to the Class PO  Certificates  in an amount equal to the Discount
Fraction  thereof and the  remainder  of such  Realized  Losses on the  Discount
Mortgage  Loans and the entire  amount of such Realized  Losses on  Non-Discount
Mortgage Loans will be allocated among the Senior  Certificates  (other than the
Class PO  Certificates)  and Subordinate  Certificates,  on a pro rata basis, as
described below.

        As used herein,  an  allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata  basis,  among the  various  Classes  so  specified,  to each such Class of
Certificates  on the  basis  of their  then  outstanding  Certificate  Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the  principal  portion of a  Realized  Loss or based on the
Accrued Certificate  Interest thereon payable on such Distribution Date (without
regard to any Compensating  Interest for such Distribution  Date) in the case of
an interest  portion of a Realized  Loss.  Except as  provided in the  following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service  Reductions) to a Class of  Certificates  shall be made by reducing
the  Certificate  Principal  Balance  thereof by the amount so allocated,  which
allocation shall be deemed to have occurred on such Distribution Date;  provided
that for purposes of determining "pro rata," the Certificate  Principal  Balance
of the Accrual  Certificates shall be deemed to be the lesser of (a) the related
Certificate  Principal Balance thereof as of the Closing Date or (b) the related
Certificate  Principal  Balance  thereof as of such date of  determination.  Any
allocation of the principal  portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate  Certificates  then  outstanding  with the Lowest
Priority shall be made by operation of the definition of "Certificate  Principal
Balance" and by operation of the provisions of Section  4.02(a).  Allocations of

<PAGE>


the  interest  portions of Realized  Losses shall be made in  proportion  to the
amount of Accrued  Certificate  Interest and by operation of the  definition  of
"Accrued  Certificate  Interest"  and by operation of the  provisions of Section
4.02(a).  Allocations of the principal portion of Debt Service  Reductions shall
be made by operation of the provisions of Section  4.02(a).  All Realized Losses
and all other losses  allocated  to a Class of  Certificates  hereunder  will be
allocated  among the  Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.

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

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

Section 4.07.  Optional Purchase of Defaulted Mortgage Loans.

        As to any  Mortgage  Loan which is  delinquent  in payment by 90 days or
more,  the Servicer may, upon the written  request of and with funds provided by
the Junior  Certificateholder,  purchase  such Mortgage Loan from the Trustee at
the Purchase Price therefor.  If at any time the Servicer makes a payment to the
Payment  Account  covering the amount of the Purchase  Price for such a Mortgage
Loan,  and the  Servicer  provides  to the Trustee a  certification  signed by a
Servicing  Officer stating that the amount of such payment has been deposited in
the Payment  Account,  then the Trustee  shall  execute the  assignment  of such
Mortgage  Loan at the  request of the  Servicer  without  recourse to the Junior
Certificateholder,  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 Junior  Certificateholder  will  thereupon own such  Mortgage,  and all such
security and  documents,  free of any further  obligation  to the Trustee or the
Certificateholders with respect thereto.


Section 4.08.  Insured Reserve Fund.

        No later than the Closing Date,  the Trustee will establish and maintain
with itself one or more  segregated  trust accounts that are Eligible  Accounts,
which shall be titled "Insured Reserve Fund,  Wells Fargo Bank Minnesota,  N.A.,
as trustee for the registered  holders of Residential  Asset Mortgage  Products,
Inc.,  GMACM  Mortgage  Pass-Through   Certificates,   Series  2000-J3,  Insured
Certificates."  On the  Closing  Date,  Merrill  Lynch,  Pierce,  Fenner & Smith
Incorporated (the "Underwriter") shall deposit with the Trustee, and the Trustee
shall deposit into the Insured Reserve Fund, cash in an amount equal to $2,500.

<PAGE>


        The Trustee  shall  withdraw  amounts on deposit in the Insured  Reserve
Fund for  deposit  into the  Payment  Account,  and to pay to the holders of the
Insured  Certificates  pursuant to Section 4.02(a)(i) on a Distribution Date the
amount of Prepayment  Interest  Shortfalls and Relief Act  Shortfalls  otherwise
allocable  to the Insured  Certificates  pursuant to the  definition  of Accrued
Certificate  Interest  (to the  extent not offset by the  Servicer  pursuant  to
Section 3.16(e) hereof),  on such  Distribution  Date, to the extent of funds on
deposit in the  Insured  Reserve  Fund (the  amount of such  withdrawal  for any
Distribution Date, the "Insured Reserve  Withdrawal").  The Trustee will deliver
to Financial  Security promptly after each Distribution Date a statement setting
forth  the  Insured  Reserve  Withdrawal  for  such  Distribution  Date  and the
aggregate amount of Insured Reserve Withdrawals as of such Distribution Date.

        For federal income tax purposes,  the Underwriter  shall be the owner of
the Reserve Fund and shall report all items of income,  deduction,  gain or loss
arising therefrom.  Notwithstanding anything herein to the contrary, the Insured
Reserve Fund shall not be an asset of the REMIC.  The Insured Reserve Fund shall
be invested in Permitted  Investments at the direction of the  Underwriter.  All
income and gain  realized  from  investment  of funds  deposited  in the Insured
Reserve Fund shall be deposited in the Insured Reserve Fund for the sole use and
exclusive  benefit of the Insured  Reserve Fund. The amount of any loss incurred
in respect of any such  investments  shall be deposited  in the Insured  Reserve
Fund by the Underwriter out of its own funds immediately as realized without any
right of reimbursement.  The balance,  if any,  remaining in the Insured Reserve
Fund on the Distribution Date on which the Certificate  Principal Balance of the
Insured  Certificates  is reduced to zero will be  distributed by the Trustee to
the  Underwriter.  To the extent that the Insured  Reserve  Fund  constitutes  a
reserve fund for federal income tax purposes, (1) it shall be an outside reserve
fund and not an asset of the REMIC and (2) it shall be owned by the Underwriter,
all within the meaning of Section 1.860G-2(h) of the Treasury Regulations.

Section 4.09.  Rounding Account.

        No later than the Closing Date,  the Trustee will establish and maintain
with itself two  segregated  trust accounts that are Eligible  Accounts,  one of
which shall be titled "Rounding  Account,  Wells Fargo Bank Minnesota,  N.A., as
trustee for the registered holders of GMACM Mortgage Pass-Through  Certificates,
Series  2000-J3,  Class A-4  Certificates"  and the other one of which  shall be
titled "Rounding Account,  Wells Fargo Bank Minnesota,  N.A., as trustee for the
registered holders of GMACM Mortgage Pass-Through Certificates,  Series 2000-J3,
Class A-22  Certificates."  On the Closing Date, the  Underwriter  shall deposit
with the Trustee, and the Trustee shall deposit into each Rounding Account, cash
in an amount equal to $999.99.

        The  Trustee on each  Distribution  Date shall,  based upon  information
provided by the Servicer for the related  Distribution Date, withdraw funds from
the related Rounding Account to pay to the holders of the Class A-4 Certificates
or Class A-22  Certificates,  as  applicable,  pursuant  to Section  4.02(i) the
applicable  Rounding Amount. In addition,  the Trustee on each Distribution Date
shall,  based  upon  information  provided  by  the  Servicer  for  the  related
Distribution  Date,  withdraw  funds  from the  Payment  Account to repay to the
related  Rounding  Account  the  applicable   Rounding  Amount  from  the  prior
Distribution Date as contemplated in Section 4.02(h).

<PAGE>


        Any amounts  remaining  in the related  Rounding  Account on the date on
which the Certificate  Principal  Balance of the Class A-4 Certificates or Class
A-22 Certificates, as applicable, has been reduced to zero, or the Trust Fund is
terminated,  whichever occurs earlier, shall be paid to the Holders of the Class
R Certificates.

Section               4.10.   Principal   Distributions   on   the   Class   A-4
                      Certificates and Class A-22 Certificates.

        (a)  Distributions in reduction of the Certificate  Principal Balance of
the Class A-4  Certificates  or Class  A-22  Certificates  will be applied in an
amount equal to the Senior Principal Distribution Amount allocable to such Class
pursuant to Section 4.02(b),  plus any amounts  available for distribution  from
the related Rounding Account  established as provided in Section 4.09,  provided
that the  aggregate  distribution  in  reduction  of the  Certificate  Principal
Balance of the Class A-4 Certificates or Class A-22 Certificates, as applicable,
on any Distribution Date shall be made in an integral multiple of $1,000 (except
with respect to the final  distribution  principal on the Class A-4 Certificates
or Class A-22 Certificates).

        (b) Notwithstanding any provisions herein to the contrary,  with respect
to each of the  Class  A-4  Certificates  and Class  A-22  Certificates,  on any
Distribution  Date  following  the  first  Distribution  Date on  which  (i) any
Realized  Losses  are  allocated  to the Class A-4  Certificates  or Class  A-22
Certificates, as applicable, and (ii) an FSA Default is occurring, distributions
in reduction of the Certificate  Principal Balance of the Class A-4 Certificates
or Class  A-22  Certificates,  as  applicable,  will be made pro rata  among the
Certificate Owners of the Class A-4 Certificates or Class A-22 Certificates,  as
applicable,  and will not be made in integral  multiples  of $1,000 by mandatory
distributions by Random Lot.

        (c) In the event that Definitive Certificates representing the Class A-4
Certificates or Class A-22  Certificates are issued pursuant to Section 5.01, an
amendment to this  Agreement,  which may be approved  without the consent of any
Certificateholders,  shall establish  procedures relating to the manner in which
distributions in reduction of the Certificate Principal Balance of the Class A-4
Certificates  or Class  A-22  Certificates  are to be made;  provided  that such
procedures  shall be  consistent,  to the extent  practicable  and customary for
certificates  similar to the Class A-4 Certificates or Class A-22  Certificates,
with the provisions of this Section 4.10.

Article V

                                THE CERTIFICATES

Section 5.01.  The Certificates.

(a) The Senior, Class M, Class B and Class R Certificates shall be substantially
in the forms set forth in Exhibits A, B, C and D,  respectively,  and shall,  on
original  issue,  be executed and  delivered  by the Trustee to the  Certificate
Registrar  for  authentication  and delivery to or upon the order of the Company
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates shall be issuable in the minimum denominations
designated in the Preliminary Statement.

<PAGE>


        The Certificates  shall be executed by manual or facsimile  signature on
behalf of an  authorized  signatory  of the  Trustee.  Certificates  bearing the
manual or facsimile  signatures of  individuals  who were at any time the proper
authorized  signatories  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) Except as provided below, registration of Book-Entry Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates  for the respective  Certificate  Owners with  Ownership  Interests
therein. The Holders of the Book-Entry  Certificates shall hold their respective
Ownership  Interests in and to each of such Certificates  through the book-entry
facilities  of the  Depository  and,  except  as  provided  below,  shall not be
entitled to Definitive Certificates in respect of such Ownership Interests.  All
transfers by Certificate Owners of their respective  Ownership  Interests in the
Book-Entry  Certificates  shall  be  made  in  accordance  with  the  procedures
established by the Depository  Participant or brokerage firm  representing  such
Certificate  Owner.  Each  Depository  Participant  shall transfer the Ownership
Interests  only  in  the  Book-Entry   Certificates  of  Certificate  Owners  it
represents or of brokerage  firms for which it acts as agent in accordance  with
the Depository's normal procedures.

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

        If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer  willing or able to  properly  discharge  its  responsibilities  as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the  Company  at its option  advises  the  Trustee in writing  that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate  Owners,  through the Depository,  of the occurrence of any such
event and of the availability of Definitive  Certificates to Certificate  Owners
requesting   the  same.   Upon  surrender  to  the  Trustee  of  the  Book-Entry
Certificates by the Depository,  accompanied by registration  instructions  from

<PAGE>


the  Depository  for  registration  of  transfer,  the  Trustee  shall issue the
Definitive Certificates. Neither the Company, the Servicer nor the Trustee shall
be liable for any actions  taken by the  Depository  or its nominee,  including,
without  limitation,  any  delay  in  delivery  of  such  instructions  and  may
conclusively  rely on, and shall be protected in relying on, such  instructions.
Upon  the  issuance  of  Definitive   Certificates  all  references   herein  to
obligations  imposed upon or to be performed by the Company in  connection  with
the issuance of the Definitive  Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and  performed by the Trustee,  and the Trustee and
the Servicer  shall  recognize  the Holders of the  Definitive  Certificates  as
Certificateholders hereunder.

Section 5.02.  Registration of Transfer and Exchange of Certificates.

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

(b) Upon surrender for registration of transfer of any Certificate at any office
or agency of the Trustee  maintained  for such purpose  pursuant to Section 8.12
and,  in the  case  of any  Class  M,  Class  B or  Class  R  Certificate,  upon
satisfaction  of the conditions  set forth below,  the Trustee shall execute and
the Certificate  Registrar shall  authenticate  and deliver,  in the name of the
designated  transferee or  transferees,  one or more new  Certificates of a like
Class 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 B  Certificate
shall be made unless such transfer,  sale, pledge or other disposition is exempt
from the  registration  requirements  of the Securities Act of 1933, as amended,
and any applicable  state securities laws or is made in accordance with said Act
and laws.  In the event that a transfer of a Class B  Certificate  is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel  acceptable
to and in form and  substance  satisfactory  to the Trustee and the Company that
such transfer may be made pursuant to an exemption,  describing  the  applicable
exemption  and the  basis  therefor,  from  said Act and  laws or is being  made
pursuant to said Act and laws,  which Opinion of Counsel shall not be an expense
of the Trustee,  the Company or the Servicer  (except  that, if such transfer is
made by the Company or the Servicer or any Affiliate thereof, the Company or the
Servicer  shall provide such Opinion of Counsel at their own expense);  provided
that such Opinion of Counsel will not be required in connection with the initial
transfer of any such Certificate by the Company or any Affiliate  thereof to the
Company or an  Affiliate  of the Company and (B) the Trustee  shall  require the
transferee  to execute a  representation  letter,  substantially  in the form of
Exhibit H-1 hereto,  and the Trustee shall  require the  transferor to execute a

<PAGE>


representation  letter,  substantially  in the form of  Exhibit I  hereto,  each
acceptable  to and in form and  substance  satisfactory  to the  Company and the
Trustee  certifying  to the Company and the Trustee the facts  surrounding  such
transfer,  which representation  letters shall not be an expense of the Trustee,
the Company or the Servicer; provided, however, that such representation letters
will not be required in connection with any transfer of any such  Certificate by
the  Company or any  Affiliate  thereof to the  Company or an  Affiliate  of the
Company,  and  the  Trustee  shall  be  entitled  to  conclusively  rely  upon a
representation  (which,  upon the  request  of the  Trustee,  shall be a written
representation)  from  the  Company,  of the  status  of such  transferee  as an
Affiliate  of  the  Company  or  (ii)  the  prospective  transferee  of  such  a
Certificate  shall be  required  to provide  the  Trustee,  the  Company and the
Servicer  with an  investment  letter  substantially  in the form of  Exhibit  J
attached hereto (or such other form as the Company in its sole discretion  deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Servicer,  and which  investment  letter states that, among other
things,  such  transferee  (A) is a "qualified  institutional  buyer" as defined
under Rule 144A,  acting for its own account or the accounts of other "qualified
institutional  buyers"  as defined  under  Rule 144A,  and (B) is aware that the
proposed   transferor  intends  to  rely  on  the  exemption  from  registration
requirements  under the  Securities  Act of 1933,  as amended,  provided by Rule
144A. The Holder of any such  Certificate  desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee,  the Company,  the Servicer and the Certificate  Registrar  against any
liability that may result if the transfer,  sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws.

(e)  (i) In the case of any Class M,  Class B or Class R  Certificate  presented
     for  registration  in the name of any Person,  either (A) the Trustee shall
     require  an  Opinion of  Counsel  acceptable  to and in form and  substance
     satisfactory  to the  Trustee,  the Company and the  Servicer to the effect
     that  the  purchase  or  holding  of  such  Class  M,  Class  B or  Class R
     Certificate is  permissible  under  applicable  law, will not constitute or
     result in any non-exempt  prohibited  transaction  under Section 406 of the
     Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  or
     Section  4975 of the  Code  (or  comparable  provisions  of any  subsequent
     enactments),  and will not subject the Trustee, the Company or the Servicer
     to any obligation or liability (including  obligations or liabilities under
     ERISA or Section 4975 of the Code) in addition to those  undertaken in this
     Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
     the Company or the  Servicer  or (B) the  prospective  Transferee  shall be
     required  to provide the  Trustee,  the  Company  and the  Servicer  with a
     certification to the effect set forth in paragraph six of Exhibit H-1 (with
     respect to any Class B Certificate), Exhibit H-2 (with respect to any Class
     M  Certificate)  or paragraph  fourteen of Exhibit G-1 (with respect to any
     Class R  Certificate),  which the  Trustee  may rely upon  without  further
     inquiry or investigation,  or such other  certifications as the Trustee may
     deem desirable or necessary in order to establish  that such  Transferee or
     the Person in whose name such  registration is requested  either (a) is not

<PAGE>


     an  employee   benefit  plan  or  other  plan  subject  to  the  prohibited
     transaction  provisions of ERISA or Section 4975 of the Code, or any Person
     (including an  investment  manager,  a named  fiduciary or a trustee of any
     such  plan) who is using  "plan  assets"  of any such  plan to effect  such
     acquisition  (each, a "Plan Investor") or (b) in the case of any Class M or
     Class B  Certificate,  the following  conditions  are  satisfied:  (i) such
     Transferee  is an  insurance  company,  (ii) the  source  of funds  used to
     purchase or hold such  Certificate  (or interest  therein) is an "insurance
     company general account" (as defined in U.S. Department of Labor Prohibited
     Transaction  Class Exemption  ("PTCE") 95-60,  and (iii) the conditions set
     forth in Sections I and III of PTCE 95-60 have been satisfied  (each entity
     that satisfies this clause (b), a "Complying Insurance Company").

               (ii)  Notwithstanding  the  foregoing,  an  Opinion of Counsel or
               certification  will not be required  with respect to the transfer
               of any Class M Certificate to a Depository, or for any subsequent
               transfer of any interest in a Class M Certificate  for so long as
               such Certificate is a Book-Entry  Certificate  (each such Class M
               Certificate,   a   "Book-Entry   Mezzanine   Certificate").   Any
               Transferee of a Book-Entry  Mezzanine  Certificate will be deemed
               to have  represented by virtue of its purchase or holding of such
               Certificate (or interest therein) that either (a) such Transferee
               is not a Plan  Investor  or (b) such  Transferee  is a  Complying
               Insurance Company.

               (iii) (A) If any Class M Certificate (or any interest therein) is
               acquired or held in violation of the  provisions  of Section (ii)
               above, 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 such Class M  Certificate.  The Trustee shall
               be under no  liability  to any Person for making any payments due
               on such Certificate to such preceding Transferee.

                      (B) Any purported  Certificate  Owner whose acquisition or
               holding of any  Book-Entry  Mezzanine  Certificate  (or  interest
               therein) was effected in  violation of the  restrictions  in this
               Section  5.02(e)  shall  indemnify and hold harmless the Company,
               the Trustee,  the 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.

(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:

<PAGE>


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

(B)  In connection  with any proposed  Transfer of any  Ownership  Interest in a
     Class R  Certificate,  the Trustee shall require  delivery to it, and shall
     not register the Transfer of any Class R Certificate  until its receipt of,
     (I) an affidavit and agreement (a "Transfer  Affidavit and  Agreement,"  in
     the form attached hereto as Exhibit G-1) from the proposed  Transferee,  in
     form  and  substance   satisfactory  to  the  Servicer,   representing  and
     warranting,  among other things, that it is a Permitted Transferee, that it
     is not acquiring its Ownership  Interest in the Class R Certificate that is
     the subject of the proposed Transfer as a nominee, trustee or agent for any
     Person who is not a  Permitted  Transferee,  that for so long as it retains
     its Ownership Interest in a Class R Certificate, it will endeavor to remain
     a Permitted  Transferee,  and that it has reviewed the  provisions  of this
     Section 5.02(f) and agrees to be bound by them, and (II) a certificate,  in
     the form  attached  hereto as  Exhibit  G-2,  from the  Holder  wishing  to
     transfer the Class R Certificate, in form and substance satisfactory to the
     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 G-2.

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

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

<PAGE>


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

     (B)  If any  purported  Transferee  shall  become  a  Holder  of a  Class R
          Certificate in violation of the  restrictions  in this Section 5.02(f)
          and to the extent that the  retroactive  restoration  of the rights of
          the Holder of such Class R Certificate as described in clause (iii)(A)
          above shall be invalid,  illegal or  unenforceable,  then the 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  Servicer on such terms as the Servicer may
          choose.  Such purported  Transferee shall promptly endorse and deliver
          the Class R Certificates  in accordance  with the  instructions of the
          Servicer.  Such purchaser may be the Servicer  itself or any Affiliate
          of the  Servicer.  The proceeds of such sale,  net of the  commissions
          (which  may  include  commissions  payable  to  the  Servicer  or  its
          Affiliates),  expenses and taxes due, if any,  will be remitted by the
          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 Servicer,  and the Servicer  shall not be liable to
          any Person having an Ownership  Interest in a Class R Certificate as a
          result of its exercise of such discretion.

(iv) The Trustee shall make  available,  upon written  request from the Internal
     Revenue  Service  and any  potentially  affected  Person,  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

<PAGE>


     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 Trustee  before it will  provide  such
     information to any such potentially affected Person.

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

(A)  written  notification  from  each  Rating  Agency  to the  effect  that the
     modification,  addition to or elimination of such provisions will not cause
     such Rating Agency to downgrade its  then-current  ratings,  if any, of any
     Class  of the  Senior  (in  the  case  of the  Insured  Certificates,  such
     determination shall be made without giving effect to the FSA Policy), Class
     M or Class B Certificates below the lower of the then-current rating or the
     rating assigned to such  Certificates as of the Closing Date by such Rating
     Agency; and

(B)  subject to Section  10.01(f),  an  Officers'  Certificate  of the  Servicer
     stating that the  Servicer has received an Opinion of Counsel,  in form and
     substance   satisfactory   to  the  Servicer,   to  the  effect  that  such
     modification,  addition to or absence of such provisions will not cause any
     portion  of the REMIC to cease to qualify as a REMIC and will not cause (x)
     any portion of the REMIC to be subject to an entity-level tax caused by the
     Transfer  of any Class R  Certificate  to a Person  that is a  Disqualified
     Organization or (y) a Certificateholder  or another Person to be subject to
     a  REMIC-related  tax caused by the Transfer of a Class R Certificate  to a
     Person that is not a Permitted Transferee.

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

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

(i)  The  provisions  contained in Section  5.02(e) shall no longer apply to the
     Class M Certificates if the Company or the Servicer delivers to the Trustee
     an Officer's  Certificate  stating that  amendments  proposed by the United
     States Department of Labor (the "DOL") to be made to Prohibited Transaction
     Exemption  94-29,  59 Fed. Reg.  14674 (March 29, 1994),  as amended by PTE
     97-34, 62 Fed. Reg. 39021 (July 21, 1997) and similar  exemptions have been
     published  in final form  substantially  as proposed  in the DOL  Exemption
     Application No. D-10809, 65 Fed. Reg. 51454 (August 23, 2000).

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,

<PAGE>


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

Section 5.04.  Persons Deemed Owners.

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

Section 5.05.  Appointment of Paying Agent.

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

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

Section 5.06.  Optional Purchase of Certificates.

(a) On any Distribution Date on which the Pool Stated Principal  Balance,  prior
to giving effect to distributions to be made on such Distribution  Date, is less
than ten percent of the Cut-off Date  Principal  Balance of the Mortgage  Loans,
the Servicer shall have the right, at its option,  to purchase the  Certificates
in  whole,  but not in part,  at a price  equal to the  outstanding  Certificate
Principal  Balance  of such  Certificates  plus the sum of  Accrued  Certificate
Interest  thereon for the related  Interest  Accrual  Period and any  previously
unpaid Accrued Certificate Interest.


<PAGE>


(b) The  Servicer  shall give the Trustee not less than 60 days' prior notice of
the  Distribution  Date on which the Servicer  anticipates that it will purchase
the  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 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  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.

If the Servicer gives the notice  specified above, the Servicer shall deposit in
the Payment 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 the sum of Accrued  Certificate  Interest  thereon for the related Interest
Accrual  Period and any  previously  unpaid  Accrued  Certificate  Interest with
respect thereto and any Prepayment Interest Shortfalls  allocated to the Insured
Certificates  to the extent covered by the Insured  Reserve Fund or a Guaranteed
Distribution.

(d) If 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  Payment  Account
deposited  therein by the 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 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  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
Servicer all amounts distributable to the Holders thereof and the Servicer shall

<PAGE>


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  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 Servicer shall be for
all purposes the Holder thereof as of such date.

                                   Article VI

                          THE COMPANY AND THE SERVICER

Section 6.01.  Respective Liabilities of the Company and the Servicer.

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

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

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

(b) Any  Person  into  which  the  Company  or the  Servicer  may be  merged  or
consolidated,  or any corporation  resulting from any merger or consolidation to
which the Company or the Servicer shall be a party, or any Person  succeeding to
the  business  of the Company or the  Servicer,  shall be the  successor  of the
Company or the 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  Servicer  shall be qualified to service
mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that
each Rating Agency's ratings,  if any, of the Senior (in the case of the Insured
Certificates,  such determination shall be made without giving effect to the FSA
Policy),  Class M or Class B Certificates  in effect  immediately  prior to such
merger or consolidation will not be qualified,  reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from each Rating Agency).

<PAGE>

(c)  Notwithstanding  anything else in this Section 6.02 and Section 6.04 to the
contrary,  the  Servicer  may  assign its  rights  and  delegate  its duties and
obligations  under  this  Agreement;  provided  that the Person  accepting  such
assignment  or  delegation  shall be a  Person  which is  qualified  to  service
mortgage   loans  on  behalf  of  Fannie  Mae  or  Freddie  Mac,  is  reasonably
satisfactory to the Trustee and the Company,  is willing to service the Mortgage
Loans and executes and delivers to the Company and the Trustee an agreement,  in
form and substance reasonably satisfactory to the Company and the Trustee, which
contains an  assumption by such Person of the due and punctual  performance  and
observance  of each  covenant  and  condition to be performed or observed by the
Servicer under this Agreement; provided further that each Rating Agency's rating
of the Classes of Certificates  (in the case of the Insured  Certificates,  such
determination  shall be made without  giving effect to the FSA Policy) 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 Servicer shall be released
from its obligations under this Agreement, except that the Servicer shall remain
liable for all liabilities and obligations  incurred by it as Servicer hereunder
prior to the  satisfaction  of the conditions to such  assignment and delegation
set forth in the next preceding sentence.

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

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

        Neither the Company nor the 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

<PAGE>


liability;  provided,  however,  that the  Company  or the  Servicer  may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem  necessary or desirable in respect to this Agreement and the rights and
duties  of the  parties  hereto  and  the  interests  of the  Certificateholders
hereunder.  In such  event,  the  legal  expenses  and  costs  of  such  action,
proceeding,  hearing or examination and any liability  resulting therefrom shall
be expenses,  costs and  liabilities  of the Trust Fund, and the Company and the
Servicer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans on deposit in the Custodial Account as provided by Section
3.10  and,  on  the  Distribution  Date(s)  following  such  reimbursement,  the
aggregate  of such  expenses  and costs shall be  allocated  in reduction of the
Accrued  Certificate  Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.

Section 6.04.  Company and Servicer Not to Resign.

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

                                  Article VII

                                     DEFAULT

Section 7.01.  Events of Default.

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

(i)  the  Servicer  shall  fail to  deposit  or cause to be  deposited  into the
     Payment Account any amounts required to be so deposited therein at the time
     required  pursuant to Section 4.01 or otherwise,  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  Servicer  by the  Trustee or the
     Company or to the  Servicer,  the Company and the Trustee by the Holders of
     Certificates of such Class evidencing  Percentage Interests aggregating not
     less than 25%; or

(ii) the Servicer  shall fail to observe or perform in any material  respect any
     other of the covenants or agreements on the part of the 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
     Servicer by the Trustee or the Company, or to the Servicer, the Company and
     the Trustee by the Holders of Certificates of any Class evidencing,  in the
     case of any such Class, Percentage Interests aggregating not less than 25%;
     or


<PAGE>


(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  Servicer and such decree or order shall
        have remained in force undischarged or unstayed for a period of 60 days;
        or

(iv)    the  Servicer  shall  consent to the  appointment  of a  conservator  or
        receiver  or  liquidator  in  any  insolvency,   readjustment  of  debt,
        marshalling of assets and  liabilities,  or similar  proceedings  of, or
        relating to, the  Servicer or of, or relating  to, all or  substantially
        all of the property of the Servicer; or

(v)     the  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 Servicer shall notify the Trustee  pursuant to Section  4.04(b) that
        it is unable to deposit in the  Payment  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,  the Company may, and at the direction of
Holders  of  Certificates  entitled  to at least 51% of the Voting  Rights,  the
Trustee shall, by notice in writing to the Servicer (and to the Company if given
by the Trustee or to the Trustee if given by the Company),  terminate all of the
rights and  obligations  of the Servicer  under this Agreement and in and to the
Mortgage  Loans  and  the  proceeds   thereof,   other  than  its  rights  as  a
Certificateholder  hereunder.  If an Event of Default  described  in clause (vi)
hereof  shall  occur,  the  Trustee  shall,  by notice to the  Servicer  and the
Company, immediately terminate all of the rights and obligations of the 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  Servicer of such written  notice,  all
authority and power of the 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 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 Servicer agrees to
cooperate  with the  Trustee in  effecting  the  termination  of the  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
Payment Account or thereafter be received with respect to the Mortgage Loans. No
such  termination  shall  release the Servicer for any  liability  that it would
otherwise  have hereunder for any act or omission prior to the effective time of
such termination.

<PAGE>


        Notwithstanding  any  termination  of the  activities  of GMAC  Mortgage
Corporation  in its capacity as Servicer  hereunder,  GMAC Mortgage  Corporation
shall be entitled to receive, out of any late collection of a Monthly Payment on
a  Mortgage  Loan which was due prior to the notice  terminating  GMAC  Mortgage
Corporation's  rights and  obligations as Servicer  hereunder and received after
such notice,  that portion to which GMAC  Mortgage  Corporation  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 GMAC Mortgage
Corporation hereunder the entitlement to which arose prior to the termination of
its activities hereunder.

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

        (a) Within 90 days of the time the Servicer  resigns pursuant to Section
6.04 or receives a notice of  termination  pursuant to Section 7.01, the Trustee
or a  successor  Servicer  appointed  by  the  Trustee  hereunder  shall  be the
successor in all respects to the Servicer in its capacity as Servicer under this
Agreement  and the  transactions  set forth or provided  for herein and shall be
subject  thereafter  to  all  the  responsibilities,   duties,  liabilities  and
limitations on liabilities  relating  thereto placed on the Servicer,  including
the  obligation to make Monthly  Advances which have been or will be required to
be made, but excluding the  representations of the Servicer contained in Section
2.03, by the terms and provisions  hereof;  provided that any failure to perform
such duties or responsibilities  caused by the predecessor Servicer's failure to
provide  information  required by Section 4.02 or 4.03 shall not be considered a
default by the Trustee as successor  Servicer  hereunder;  and provided  further
that the  Trustee  shall  have no  obligation  whatsoever  with  respect  to any
liability  (other than Monthly  Advances  deemed  recoverable and not previously
made) incurred by the predecessor Servicer at or prior to the time of receipt by
such Servicer of the notice of  termination  pursuant to Section 7.01 or receipt
by the  Trustee of the  Opinion  of Counsel  referred  to in  Section  6.04.  As
compensation  therefor,  the Trustee  shall be entitled to the Servicing Fee and
all funds  relating to the  Mortgage  Loans which the  Servicer  would have been
entitled to charge to the Custodial Account if the Servicer had continued to act
hereunder,  except for amounts  that the  Servicer  shall be entitled to receive
pursuant  to Section  7.01.  If the  Trustee  has become  the  successor  to the
Servicer  in  accordance   with  Section  6.04  or  this  Section   7.02,   then
notwithstanding the above, if the Trustee shall be unwilling to so act, or shall
be unable to so act, the Trustee may  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  Servicer   hereunder  in  the   assumption  of  all  or  any  part  of  the
responsibilities,  duties or  liabilities  of the  Servicer  hereunder.  Pending
appointment of a successor to the Servicer  hereunder,  the Trustee shall act in
such capacity as herein above 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  Servicer  hereunder.  Each of the  Seller,  the Trustee and such
successor shall take such action,  consistent  with this Agreement,  as shall be
necessary to effectuate any such succession.

<PAGE>


        If the Trustee  becomes the  successor  to the Servicer  hereunder,  the
Trustee  shall be  entitled  to be  reimbursed  by the  Servicer  for all  costs
associated  with the  transfer of the  servicing  of the  Mortgage  Loans to the
Trustee,  including any costs or expenses  associated with the complete transfer
of all servicing data and the  completion,  correction or  manipulation  of such
servicing  data as may be  required  by the  Trustee  to  correct  any errors or
insufficiencies  in the  servicing  data or  otherwise  to enable the Trustee to
service the Mortgage Loans in accordance with this Agreement. To the extent that
any such costs and expenses of the Trustee resulting from the termination of the
Servicer  pursuant to this Section  7.02 are not  reimbursed  by the  terminated
Servicer,  the  Trustee  shall be entitled  to  reimbursement  of such costs and
expenses from the Payment Account.

        Any successor,  including the Trustee, to the Servicer shall maintain in
force  during its term as Servicer  hereunder  insurance  policies  and fidelity
bonds as may be required to be  maintained  by the Servicer  pursuant to Section
3.12.

        If the Trustee  shall succeed to any duties of the Servicer with respect
to the Mortgage Loans as provided herein,  it shall do so in a separate capacity
and not in its capacity as Trustee and,  accordingly,  the provisions of Article
VIII shall be inapplicable to the Trustee in its duties as successor Servicer in
the servicing of the Mortgage Loans (although such provisions  shall continue to
apply to the Trustee in its capacity as trustee); the provisions of Article III,
however, shall apply to the Trustee in its capacity as successor Servicer.

        (b) In connection  with the  termination  or resignation of the Servicer
hereunder,  either (i) the  successor  Servicer,  including  the  Trustee if the
Trustee is acting as successor 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 Servicer shall cooperate with the successor Servicer in causing MERS
to revise its records to reflect  the  transfer of  servicing  to the  successor
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor
Servicer shall cooperate with the successor  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 Servicer.  The predecessor  Servicer shall file or cause
to be  filed  any such  assignment  in the  appropriate  recording  office.  The
predecessor 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  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.


<PAGE>


Section 7.03.  Notification to Certificateholders.

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

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

Section 7.04.  Waiver of Events of Default.

        The Holders representing at least 66% of the Voting Rights affected by a
default  or Event of  Default  hereunder  may  waive  such  default  or Event of
Default; provided,  however, that (a) a default or Event of Default under clause
(i) of Section  7.01 may be waived  only by all of the  Holders of  Certificates
affected by such default or Event of Default and (b) no waiver  pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section  12.01(b)(i)  or (ii).  Upon any such  waiver of a  default  or Event of
Default by the Holders  representing  the requisite  percentage of Voting Rights
affected by such  default or Event of Default,  such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder.  No such waiver shall extend to any  subsequent  or other  default or
Event of  Default or impair any right  consequent  thereon  except to the extent
expressly so waived.

                                  Article VIII

                             CONCERNING THE TRUSTEE

Section 8.01.  Duties of Trustee.

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

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

        The Trustee shall  forward or cause to be forwarded in a timely  fashion
the  notices,  reports and  statements  required to be  forwarded by the Trustee

<PAGE>


pursuant to Sections 4.03, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Servicer such information as the Servicer may reasonably  request
from time to time for the  Servicer  to fulfill  its duties as set forth in this
Agreement.   The  Trustee  covenants  and  agrees  that  it  shall  perform  its
obligations hereunder in a manner so as to maintain the status of any portion of
the  REMIC as a REMIC  under  the  REMIC  Provisions  and  (subject  to  Section
10.01(f))  to prevent the  imposition  of any  federal,  state or local  income,
prohibited  transaction,  contribution  or other  tax on the  Trust  Fund to the
extent that  maintaining  such  status and  avoiding  such taxes are  reasonably
within the  control of the Trustee  and are  reasonably  within the scope of its
duties under this Agreement.

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

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

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

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

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

(v)     Except to the extent  provided in Section  7.02,  no  provision  in this
        Agreement  shall  require  the  Trustee  to expend or risk its own funds
        (including,  without limitation, the making of any Advance) or otherwise
        incur any personal financial  liability in the performance of any of its

<PAGE>


        duties as Trustee hereunder,  or in the exercise of any of its rights or
        powers, if the Trustee shall have reasonable  grounds for believing that
        repayment of funds or adequate  indemnity against such risk or liability
        is not reasonably assured to it.

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

Section 8.02.  Certain Matters Affecting the Trustee.

(a)     Except as otherwise provided in Section 8.01:

(i)     The Trustee may rely and shall be protected in acting or refraining from
        acting  upon  any  resolution,  Officers'  Certificate,  certificate  of
        auditors  or any  other  certificate,  statement,  instrument,  opinion,
        report, notice, request,  consent, order, appraisal, bond or other paper
        or  document  believed  by it to be genuine  and to have been  signed or
        presented by the proper party or parties;

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

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

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

(v)  Prior to the  occurrence  of an Event of  Default  hereunder  and after the
     curing or waiver of all  Events of  Default  which may have  occurred,  the
     Trustee  shall  not be bound to make any  investigation  into the  facts or
     matters  stated  in any  resolution,  certificate,  statement,  instrument,
     opinion,  report, notice, request,  consent, order, approval, bond or other
     paper or  document,  unless  requested  in  writing  so to do by Holders of

<PAGE>


     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  Servicer,  if an Event of Default  shall
     have occurred and is  continuing,  and  otherwise by the  Certificateholder
     requesting the investigation;

(vi)    The Trustee may execute any of the trusts or powers hereunder or perform
        any  duties  hereunder  either  directly  or by  or  through  agents  or
        attorneys; and

(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
     Servicer in a timely manner any Tax Returns prepared by or on behalf of the
     Servicer that the Trustee is required to sign as determined by the Servicer
     pursuant to applicable federal,  state or local tax laws, provided that the
     Servicer shall  indemnify the Trustee for signing any such Tax Returns that
     contain errors or omissions.

(b) Following the issuance of the Certificates, the Trustee shall not accept any
contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it
shall have obtained or been  furnished  with an Opinion of Counsel,  which shall
not be a cost  of the  Trustee  or the  Trust  Fund,  to the  effect  that  such
contribution will not (i) cause any portion of the REMIC to fail to qualify as a
REMIC at any time that any  Certificates are outstanding or (ii) cause the Trust
Fund  to be  subject  to  any  federal  tax as a  result  of  such  contribution
(including  the  imposition  of any  federal  tax on  "prohibited  transactions"
imposed under Section 860F(a) of the Code).

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

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

<PAGE>


Section 8.04.  Trustee May Own Certificates.

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

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

(a) The  Servicer  shall pay the  Trustee's  fees  hereunder  pursuant  to a fee
agreement to be entered into between the Servicer and the Trustee.

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

(i)     with  respect  to any such  claim,  the  Trustee  shall  have  given the
        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 Servicer in preparing such defense;
        and

(iii)   notwithstanding anything in this Agreement to the contrary, the Servicer
        shall not be liable for  settlement of any claim by the Trustee  entered
        into without the prior  consent of the 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 Servicer to indemnify the Trustee  under the  conditions
and to the extent set forth herein.

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

Section 8.06.  Eligibility Requirements for Trustee.

        The Trustee  hereunder shall at all times be a corporation or a national
banking  association  having its principal office in a state and city acceptable
to the Company and organized and doing  business under the laws of such state or
the United States of America,  authorized under such laws to exercise  corporate
trust powers,  having a combined capital and surplus of at least $50,000,000 and
subject to supervision or  examination  by federal or state  authority.  If such
corporation or national banking  association  publishes  reports of condition at
least  annually,  pursuant  to  law  or to the  requirements  of  the  aforesaid
supervising  or examining  authority,  then for the purposes of this Section the
combined  capital  and  surplus  of such  corporation  shall be deemed to be its

<PAGE>


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

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

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

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

<PAGE>


Section 8.08.  Successor Trustee.

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

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

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

Section 8.09.  Merger or Consolidation of Trustee.


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

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

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting  any legal  requirements  of any  jurisdiction  in which any part of the
Trust  Fund or  property  securing  the  same may at the  time be  located,  the
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

<PAGE>


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 Servicer and
the Trustee may consider necessary or desirable.  If the 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  Servicer  hereunder),  the Trustee  shall be  incompetent  or
unqualified  to perform such act or acts,  in which event such  rights,  powers,
duties and obligations  (including the holding of title to the Trust Fund or any
portion  thereof in any such  jurisdiction)  shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to
have  been  given to each of the then  separate  trustees  and  co-trustees,  as
effectively  as if  given  to each of  them.  Every  instrument  appointing  any
separate  trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee,  upon its acceptance
of the trusts conferred,  shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided  therein,  subject to all the  provisions of this  Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording  protection to, the Trustee.  Every
such instrument shall be filed with the Trustee.

(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee,
its agent or attorney-in-fact,  with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name.  If any separate  trustee or  co-trustee  shall die,
become  incapable  of  acting,  resign  or  be  removed,  all  of  its  estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Trustee,  to the extent  permitted by law,  without the  appointment of a new or
successor trustee.

Section 8.11.  Appointment of Custodians.

        The Trustee  may,  with the  consent of the  Servicer  and the  Company,
appoint one or more  Custodians  who,  except for Escrow Bank USA, an industrial
loan  corporation  organized  under  the  laws of the  State  of  Utah,  are not
Affiliates  of the Company,  the Servicer or the Seller to hold all or a portion
of the  Mortgage  Files as agent for the Trustee,  by entering  into a Custodial
Agreement;  provided,  however, that the Trustee may appoint a Custodian that is
an Affiliate of the Company,  the Servicer or the Seller if the Trustee receives
written  confirmation  from each Rating  Agency that such  appointment  will not
reduce the rating  assigned to any Class of  Certificates  by such Rating Agency
(without   giving  effect  to  the  FSA  Policy  in  the  case  of  the  Insured
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.  Subject to
Article  VIII,  the Trustee  agrees to comply  with the terms of each  Custodial

<PAGE>


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 and shall be
qualified  to do business  in the  jurisdiction  in which it holds any  Mortgage
File. Each Custodian (other than the Custodian appointed as of the Closing Date)
shall  have a  combined  capital  and  surplus  of at  least  $10,000,000.  Each
Custodial  Agreement  may be amended  only as  provided  in Section  12.01.  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 Minneapolis
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee  initially  designates  its offices  located at Wells Fargo  Center,
Sixth and  Marquette,  Minneapolis,  Minnesota  55479-1026  for the  purposes of
keeping the Certificate Register. The Trustee will maintain an office at each of
the  addresses  stated in Section  12.05 hereof where  notices and demands to or
upon the Trustee in respect of this Agreement may be served.

                                   Article IX

                                   TERMINATION

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

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

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

(ii) the  purchase  by the  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,  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

<PAGE>


     (or Modified Net Mortgage Rate in the case of any Modified  Mortgage  Loan)
     to, but not including,  the first day of the month in which such repurchase
     price is distributed,  provided,  however, that in no event shall the trust
     created hereby continue beyond the expiration of 21 years from the death of
     the last  survivor  of the  descendants  of  Joseph  P.  Kennedy,  the late
     ambassador of the United  States to the Court of St.  James,  living on the
     date hereof and provided  further  that the purchase  price set forth above
     shall be increased as is necessary, as determined by the Servicer, to avoid
     disqualification of any portion of the REMIC as a REMIC.

        The right of the  Servicer to purchase  all the assets of the Trust Fund
pursuant to clause  (ii) above is  conditioned  upon the Pool  Stated  Principal
Balance  as  of  the  Final   Distribution  Date,  prior  to  giving  effect  to
distributions to be made on such Distribution  Date, being less than ten percent
of the Cut-off Date Principal  Balance of the Mortgage  Loans.  If such right is
exercised by the Servicer,  the Servicer shall be deemed to have been reimbursed
for the full amount of any  unreimbursed  Advances  theretofore  made by it with
respect to the Mortgage Loans. In addition,  the Servicer,  shall provide to the
Trustee  the  certification  required  by Section  3.15 and the  Trustee and any
Custodian shall,  promptly  following payment of the purchase price,  release to
the Servicer, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.

(b) The  Servicer  shall give the Trustee not less than 60 days' prior notice of
the  Distribution  Date  on  which  the  Servicer  anticipates  that  the  final
distribution  will be made to  Certificateholders  (whether  as a result  of the
exercise by the  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  (if  so  required  by the  terms  hereof)  for  payment  of  the  final
distribution and cancellation, shall be given promptly by the 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 the  Certificateholders  mailed  not
earlier  than the 15th day and not  later  than the 25th day of the  month  next
preceding the month of such final distribution specifying:

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

(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 in the case of the Senior  Certificates and Class M
        Certificates,  that  payment  will be made  only upon  presentation  and
        surrender  of the  Certificates  at the office or agency of the  Trustee
        therein specified.

If the 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
Servicer,  the Servicer  shall deposit in the Payment  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.

<PAGE>


(c)  In  the  case  of  the  Senior,  Class  M or  Class  B  Certificates,  upon
presentation  and  surrender  of  the  Certificates  by  the  Certificateholders
thereof, the Trustee shall distribute to the  Certificateholders  (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Seller's election to repurchase, or (ii) if the Seller elected to so repurchase,
an amount  determined  as  follows:  (A) with  respect to each  Certificate  the
outstanding  Certificate  Principal  Balance thereof,  plus Accrued  Certificate
Interest for the related  Interest  Accrual  Period  thereon and any  previously
unpaid  Accrued  Certificate  Interest,  subject  to the  priority  set forth in
Section 4.02(a) and any Prepayment Interest Shortfalls  allocated to the Insured
Certificates  to the extent covered by the Insured  Reserve Fund or a Guaranteed
Distribution,  and (B) with respect to the Class R  Certificates,  any excess of
the amounts available for distribution (including the repurchase price specified
in  clause  (ii) of  subsection  (a) of this  Section)  over  the  total  amount
distributed under the immediately preceding clause (A).

(d) If any  Certificateholders  shall not surrender their Certificates for final
payment  and  cancellation  on or  before  the  Final  Distribution  Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Payment 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 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  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 Servicer all amounts distributable to
the holders  thereof and the 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 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.  Section  9.02.
Additional Termination Requirements.

(a) The REMIC that  comprises  the Trust Fund shall be  terminated in accordance
with the following additional requirements, unless (subject to Section 10.01(f))
the Trustee and the 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 the REMIC 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 the REMIC
to fail to qualify as a REMIC at any time that any Certificate is outstanding:

(i)     The Servicer shall establish a 90-day  liquidation  period for the REMIC
        and specify the first day of such period in a statement  attached to the
        Trust Fund's final Tax Return pursuant to Treasury  regulations  Section

<PAGE>


        1.860F-1.  The Servicer also shall satisfy all of the  requirements of a
        qualified  liquidation  for a REMIC under  Section  860F of the Code and
        regulations thereunder;

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

(iii)   If the Servicer or the Company is  exercising  its right to purchase the
        assets  of the  Trust  Fund,  the  Servicer  shall,  during  the  90-day
        liquidation  period  and at or prior  to the  Final  Distribution  Date,
        purchase all of the assets of the Trust Fund for cash.

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

                                   Article X

                                REMIC PROVISIONS

Section 10.01. REMIC Administration.

(a) The REMIC  Administrator  shall make an  election  to treat the Trust Fund a
REMIC under the Code and, if necessary,  under  applicable state law. The assets
of the REMIC are set forth in this Agreement. Such election will be made on Form
1066 or other  appropriate  federal tax or information  return  (including  Form
8811) or any  appropriate  state  return for the taxable year ending on the last
day of the calendar year in which the Certificates are issued.  For the purposes
of the REMIC elections in respect of the Trust Fund,  Certificates and interests
to be  designated  as the  "regular  interests"  and the sole class of "residual
interests"  in  the  REMIC  will  be set  forth  in  Section  10.03.  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 elected in respect
of the Trust Fund other than the "regular interests" and "residual interests" so
designated.

(b) The Closing Date is hereby designated as the "startup day" of the Trust Fund
within the meaning of Section 860G(a)(9) of the Code.

(c) GMAC Mortgage  Corporation  shall hold a Class R Certificate  representing a
0.01% Percentage Interest in the Class R Certificates and shall be designated as
"the tax matters  person" with respect to the REMIC in the manner provided under
Treasury  regulations  section  1.860F-4(d)  and  Treasury  regulations  section
301.6231(a)(7)-1.  The REMIC Administrator, as tax matters person, shall (i) act
on behalf of the REMIC in  relation to any tax matter or  controversy  involving
the Trust  Fund and (ii)  represent  the  Trust  Fund in any  administrative  or
judicial  proceeding  relating to an  examination  or audit by any  governmental
taxing authority with respect  thereto.  The legal expenses,  including  without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability  resulting  therefrom  shall be expenses of the Trust Fund and the
REMIC Administrator  shall be entitled to reimbursement  therefor out of amounts

<PAGE>


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.

(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  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  Servicer  shall  promptly  provide  the  REMIC   Administrator   with  such
information  as the REMIC  Administrator  may from time to time  request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.

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

(f) The Servicer and the REMIC  Administrator  shall take such actions and shall
cause the REMIC created  hereunder to take such actions as are reasonably within
the 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 of the REMIC as a REMIC under the REMIC  Provisions (and the
Trustee  shall assist the Servicer  and the REMIC  Administrator,  to the extent
reasonably  requested by the Servicer and the REMIC Administrator to do so). The
Servicer and the REMIC  Administrator  shall not knowingly or intentionally take
any action,  cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably  within their respective  control that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of any portion of the REMIC as a REMIC or (ii) result in the
imposition  of a tax upon the REMIC  (including  but not  limited  to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on  contributions  to a REMIC set forth in Section  860G(d) of the Code) (either
such  event,  in the  absence of an  Opinion  of Counsel or the  indemnification
referred to in this  sentence,  an "Adverse REMIC Event") unless the 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 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 Servicer,  the REMIC  Administrator or the Trustee) to the effect
that the  contemplated  action  will not,  with  respect  to the  REMIC  created
hereunder, endanger such status or, unless the Servicer, the REMIC Administrator
or both, as applicable,  determine in its or their sole  discretion to indemnify
the Trust Fund against the imposition of such a tax, result in the imposition of

<PAGE>


such a tax.  Wherever in this Agreement a  contemplated  action may not be taken
because the timing of such action might result in the imposition of a tax on the
Trust Fund,  or may only be taken  pursuant  to an Opinion of Counsel  that such
action would not impose a tax on the Trust Fund,  such action may nonetheless be
taken provided that the indemnity  given in the preceding  sentence with respect
to any taxes that might be imposed on the Trust Fund has been given and that all
other  preconditions  to the  taking of such  action  have been  satisfied.  The
Trustee  shall not take or fail to take any action  (whether  or not  authorized
hereunder) as to which the 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 REMIC created hereunder
or any related assets thereof, or causing the REMIC to take any action, which is
not  expressly  permitted  under the terms of this  Agreement,  the Trustee will
consult  with the 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 REMIC,  and the Trustee  shall not take
any such  action  or cause  the  REMIC to take any such  action  as to which the
Servicer or the REMIC  Administrator,  as applicable,  has advised it in writing
that  an  Adverse   REMIC  Event  could   occur.   The  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 Servicer or the REMIC  Administrator.  At all times as may be required by
the Code,  the Servicer  will to the extent  within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of the REMIC  created  hereunder as  "qualified  mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

(g) In the event  that any tax is imposed on  "prohibited  transactions"  of the
REMIC  created  hereunder as defined in Section  860F(a)(2) of the Code, on "net
income from foreclosure  property" of the REMIC as defined in Section 860G(c) of
the Code,  on any  contributions  to the REMIC after the  Startup  Day  therefor
pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code
or any  applicable  provisions  of state or local  tax  laws,  such tax shall be
charged (i) to the Servicer,  if such tax arises out of or results from a breach
by the Servicer of any of its  obligations  under this Agreement or the 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  Servicer  shall,  for  federal  income tax  purposes,
maintain  books and records  with  respect to the REMIC  created  hereunder on a
calendar  year and on an accrual  basis or as  otherwise  may be required by the
REMIC Provisions.

(i) Following the Startup Day, neither the Servicer nor the Trustee shall accept
any  contributions  of assets to the REMIC created  hereunder unless (subject to
Section 10.01(f)) the 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 the REMIC will not cause the REMIC

<PAGE>


to fail to qualify as a REMIC at any time that any  Certificates are outstanding
or subject the REMIC to any tax under the REMIC  Provisions or other  applicable
provisions of federal, state and local law or ordinances.

(j) Neither the Servicer  nor the Trustee  shall  (subject to Section  10.01(f))
enter into any  arrangement by which the REMIC created  hereunder will receive a
fee or other  compensation  for  services  nor permit  the REMIC to receive  any
income  from  assets  other  than  "qualified  mortgages"  as defined in Section
860G(a)(3)  of the  Code  or  "permitted  investments"  as  defined  in  Section
860G(a)(5) of the Code.

(k)  Solely for the  purposes  of Section  1.860G-1(a)(4)(iii)  of the  Treasury
Regulations,  the  "latest  possible  maturity  date" by which  the  Certificate
Principal  Balance  of each  Class of  Certificates  (other  than  the  Class IO
Certificates) representing a regular interest in the REMIC and the rights to the
Class IO Certificates  represented by the Class IO Certificate  would be reduced
to zero is the Maturity Date for each such Certificate and Interest.

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

(m) Neither the Trustee nor the 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 REMIC  created  hereunder,  (iii) the
termination  of the REMIC  pursuant  to Article IX of this  Agreement  or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this  Agreement) nor
acquire any assets for the REMIC,  nor sell or dispose of any investments in the
Custodial  Account or the Payment Account for gain nor accept any  contributions
to the 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 the REMIC as a REMIC or (b) unless  the  Servicer  has
determined in its sole  discretion to indemnify the Trust Fund against such tax,
cause  the  REMIC  to  be  subject  to a tax  on  "prohibited  transactions"  or
"contributions" pursuant to the REMIC Provisions.

(n) The  Trustee  will  apply for an  employer  identification  number  from the
Internal Revenue Service on a Form SS-4 or any other  acceptable  method for all
tax entities.

Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.

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

(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Company, the
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

<PAGE>


Company,  the  Servicer  or the  Trustee,  as a result  of a breach of the REMIC
Administrator's covenants set forth in this Article X with respect to compliance
with the REMIC Provisions,  including without limitation,  any penalties arising
from the Trustee's  execution of Tax Returns prepared by the REMIC Administrator
that contain errors or omissions;  provided,  however,  that such liability will
not be imposed to the extent  such breach is a result of an error or omission in
information  provided to the REMIC  Administrator  by the Servicer in which case
Section 10.02(c) will apply.

(c) The Servicer  agrees to  indemnify  the Trust Fund,  the Company,  the REMIC
Administrator  and the  Trustee  for any  taxes and  costs  (including,  without
limitation,  any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund,  the Company,  the REMIC  Administrator  or the Trustee,  as a result of a
breach of the 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 Servicer that contain errors or omissions.

Section 10.03. Designation of REMIC.

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

        The Class A-1,  Class A-2,  Class A-3,  Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14,  Class A-15,  Class A-16,  Class A-17, Class A-18, Class A-19, Class
A-20,  Class A-21 Class A-22,  Class A-23,  Class A-24,  Class A-25, Class A-26,
Class A-27,  Class A-28,  Class A-29,  Class A-30, Class A-31, Class A-32, Class
A-33,  Class A-34,  Class A-35,  Class A-36, Class A-37, Class A-38, Class A-39,
Class A-40,  Class A-41, Class A-42, Class A-43, Class A-44, Class PO, Class IO,
Class  M-1,   Class  M-2,  Class  M-3,  Class  B-1,  Class  B-2  and  Class  B-3
Certificates,  will  be  "regular  interests"  in the  REMIC,  and  the  Class R
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions (as defined herein) under federal income tax law.

Section 10.04. Compliance with Withholding Requirements.

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

<PAGE>

                                   Article XI

                  CERTAIN MATTERS REGARDING FINANCIAL SECURITY

Section 11.01.  Rights of  Financial  Security  to  Exercise  Rights of  Insured
     Certificateholders.

        By accepting its Certificate, each Insured Certificateholder agrees that
unless a FSA Default exists, Financial Security shall have the right to exercise
all  consent,  voting,  direction  and  other  control  rights  of  the  Insured
Certificateholders  under this  Agreement  without  any  further  consent of the
Insured Certificateholders.

Section 11.02. Claims Upon the FSA Policy; FSA Policy Payments Account.

        (a) If, on the Business Day next succeeding the Determination  Date, the
Trustee  determines  that (i) the funds that will be on  deposit in the  Payment
Account on the related Payment Account Deposit Date, to the extent distributable
to the Insured Certificateholders pursuant to Section 4.02(a)(i),  together with
any  Insured  Reserve   Withdrawal  for  the  related   Distribution  Date,  are
insufficient to pay the full amount of interest for the related Interest Accrual
Period on the Certificate  Principal Balance of the Insured  Certificates at the
related  Pass-Through Rate (net of any Prepayment  Interest Shortfalls or Relief
Act  Shortfalls  allocated  to the Insured  Certificates  but only to the extent
covered by the Servicer pursuant to Section 3.16(e) or the Insured Reserve Fund)
on such  Distribution  Date, (ii) the principal  portion of any Realized Loss is
allocated to the Insured  Certificates  on such  Distribution  Date or (iii) the
funds  available in connection  with an optional  termination  of the Trust Fund
pursuant to Section 5.06 or Section 9.01 or on the Final  Distribution Date will
be  insufficient  to reduce the  Certificate  Principal  Balances of the Insured
Certificates  to zero, the Trustee shall give notice by telephone or telecopy of
the aggregate  amount of such  deficiency,  confirmed in writing in the form set
forth as Exhibit A to the endorsement of the FSA Policy,  to Financial  Security
and the Fiscal  Agent (as defined in the FSA  Policy),  at or before 12:00 noon,
New York City time,  on the Business Day prior to such  Distribution  Date.  If,
subsequent to such notice,  and prior to payment by Financial  Security pursuant
to such notice,  additional  amounts are deposited in the Payment  Account,  the
Trustee shall  reasonably  promptly notify  Financial  Security and withdraw the
notice or reduce the amount claimed, as appropriate.

        (b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured  Certificates  and Financial  Security
referred to herein as the "FSA Policy  Payments  Account" over which the Trustee
shall have  exclusive  control and sole right of  withdrawal.  The Trustee shall
deposit any amount paid under the FSA Policy in the FSA Policy Payments  Account
and  distribute  such amount only for  purposes of payment to Holders of Insured
Certificates  of the Guaranteed  Distribution  for which a claim was made.  Such
amount may not be applied to satisfy any costs,  expenses or  liabilities of the
Servicer, the Trustee or the Trust Fund. Amounts paid under the FSA Policy shall
be transferred  to the Payment  Account in accordance  with the next  succeeding
paragraph and disbursed by the Trustee to Holders of  Certificates in accordance
with Section 4.02, Section 5.06(c) or Section 9.01(c),  as applicable.  It shall
not be  necessary  for such  payments  to be made by  checks  or wire  transfers

<PAGE>


separate  from  the  checks  or  wire  transfers  used  to  pay  the  Guaranteed
Distribution  with other funds  available  to make such  payment.  However,  the
amount of any payment of principal of or interest on the Insured Certificates to
be paid from funds  transferred  from the FSA Policy  Payments  Account shall be
noted as provided in paragraph (c) below and in the statement to be furnished to
Holders of the  Certificates  pursuant  to Section  4.03.  Funds held in the FSA
Policy Payments Account shall not be invested by the Trustee.

        On any  Distribution  Date with  respect  to which a claim has been made
under the FSA  Policy,  the  amount of any funds  received  by the  Trustee as a
result of any claim  under the FSA  Policy,  to the extent  required to make the
Guaranteed  Distribution on such  Distribution  Date shall be withdrawn from the
FSA Policy Payments  Account and deposited in the Payment Account and applied by
the  Trustee,  together  with the other funds to be  distributed  to the Insured
Certificateholders  pursuant to Section 4.02, directly to the payment in full of
the Guaranteed Distribution due on the Insured Certificates. Any funds remaining
in the FSA  Policy  Payments  Account  on the first  Business  Day  following  a
Distribution  Date shall be  remitted  to  Financial  Security,  pursuant to the
instructions of Financial Security, by the end of such Business Day.

        (c) The Trustee shall keep a complete and accurate  record of the amount
of interest and principal paid into the FSA Policy  Payments  Account in respect
of any Insured Certificate from moneys received under the FSA Policy.  Financial
Security shall have the right to inspect such records at reasonable times during
normal business hours upon two Business Day's prior notice to the Trustee.

Section 11.03. Effect of Payments by Financial Security; Subrogations.

        Anything  herein to the contrary  notwithstanding,  for purposes of this
Section 11.03 only,  any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the FSA Policy shall not be considered payment of the Insured  Certificates from
the Trust Fund. The Servicer and the Trustee acknowledge, and each Holder by its
acceptance  of an Insured  Certificate  agrees,  that  without  the need for any
further action on the part of Financial Security,  the Servicer,  the Trustee or
the  Certificate  Registrar,  to the extent  Financial  Security makes payments,
directly or  indirectly,  on account of  principal of or interest on the Insured
Certificates  to the Holders of such  Certificates,  Financial  Security will be
fully  subrogated to, and each Insured  Certificateholder,  the Servicer and the
Trustee hereby delegate and assign to Financial Security,  to the fullest extent
permitted  by law,  the rights of such  Holders to receive  such  principal  and
interest from the Trust Fund;  provided that  Financial  Security  shall be paid
such  amounts  only from the sources and in the manner  explicitly  provided for
herein either by provision  for payment to Financial  Security as subrogee or by
provision  for  payment  to  Insured  Certificateholders  of  amounts  expressly
relating to a payment made by Financial Security.

        The Trustee and the Servicer  shall  cooperate in all respects  with any
reasonable  request by  Financial  Security  for action to  preserve  or enforce
Financial  Security's  rights or interests under this Agreement without limiting
the rights or affecting  the  interests  of the Holders as  otherwise  set forth
herein.


<PAGE>


Section 11.04. Notices and Information to Financial Security; Financial Security
     as Third Party Beneficiary.

        (a) All notices, statements,  reports, certificates or opinions required
by  this   Agreement   to  be  sent  to  any  other  party   hereto  or  to  the
Certificateholders shall also be sent to Financial Security.

        (b) The  Servicer  shall  designate a Person who shall be  available  to
Financial  Security to provide  reasonable  access to information  regarding the
Mortgage  Loans and the  servicing  practices  and policies of the Servicer with
respect thereto.

          (c)  Financial  Security  shall be a third party  beneficiary  of this
     Agreement.

Section 11.05. Trustee to Hold FSA Policy.

        The  Trustee  will hold the FSA Policy in trust as agent for the Insured
Certificateholders for the purpose of making claims thereon and distributing the
proceeds thereof. Neither the FSA Policy, nor the amounts paid on the FSA Policy
will  constitute  part of the Trust Fund or assets of the REMIC  created by this
Agreement.  Each  Insured  Certificateholder,   by  accepting  its  Certificate,
appoints the Trustee as attorney-in-fact for the purpose of making claims on the
FSA Policy. The Trustee shall surrender the FSA Policy to Financial Security for
cancellation  upon the  expiration  of the term of the FSA Policy as provided in
the FSA Policy  following  the  retirement of the Insured  Certificates.  To the
extent that the FSA Policy  constitutes  a reserve  fund for federal  income tax
purposes,  (1) it shall be an outside credit support  agreement and not an asset
of the REMIC and (2) it shall be owned by  Financial  Security,  all  within the
meaning of Section 1.860G-2(h) of the Treasury Regulations.

Section 11.06. No Petition.

        The  Depositor,  the  Servicer and the  Trustee,  by entering  into this
Agreement,  and each  Certificateholder,  by  accepting  a  Certificate,  hereby
covenant  and agree that they will not at any time  institute  against the Trust
Fund,  or join in any  institution  against  the Trust Fund of,  any  bankruptcy
proceedings  under any United States federal or state  bankruptcy or similar law
in  connection  with any  obligation  with respect to the  Certificates  or this
Agreement.

                                  Article XII

                            MISCELLANEOUS PROVISIONS

Section 12.01. Amendment.

(a) This  Agreement or any Custodial  Agreement may be amended from time to time
by the Company, the Servicer and the Trustee,  without the consent of any of the
Certificateholders:

(i)     to cure any ambiguity,

<PAGE>


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

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

(iv) to change the timing and/or  nature of deposits into the Custodial  Account
     or the Payment Account or to change the name in which the Custodial Account
     is maintained,  provided that (A) the Payment 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 (in the case of the
     Insured  Certificates,  without  giving  effect  to  the  FSA  Policy),  as
     evidenced by a letter from each Rating Agency to such effect,

(v)  to modify,  eliminate or add to the  provisions  of Section  5.02(f) or any
     other provision hereof restricting transfer of the Class R Certificates, by
     virtue of their being the "residual  interests"  in a REMIC,  provided that
     (A) such change shall not result in reduction of the rating assigned to any
     such Class of Certificates  below the lower of the  then-current  rating or
     the rating  assigned to such  Certificates  as of the Closing  Date (in the
     case of the Insured Certificates, without giving effect to the FSA Policy),
     as  evidenced by a letter from each Rating  Agency to such effect,  and (B)
     such change  shall not  (subject to Section  10.01(f)),  as evidenced by an
     Opinion  of  Counsel  (at the  expense  of the party  seeking so to modify,
     eliminate or add such provisions), cause the REMIC created hereunder or any
     of the  Certificateholders  (other than the  transferor) to be subject to a
     federal  tax  caused  by a  transfer  to a Person  that is not a  Permitted
     Transferee,

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

(vii)to amend any  provision  herein or therein  that is not  material to any of
     the Certificateholders.

(b) This  Agreement or any Custodial  Agreement may also be amended from time to
time by the  Company,  the  Servicer  and the  Trustee  with the  consent of the
Holders of  Certificates  evidencing  in the  aggregate not less than 66% of the

<PAGE>


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

(c) Notwithstanding any contrary provision of this Agreement,  the Trustee shall
not  consent  to any  amendment  to this  Agreement  unless it shall  have first
received an Opinion of Counsel  (subject to Section  10.01(f) and at the expense
of the party seeking such  amendment)  to the effect that such  amendment or the
exercise  of any power  granted to the  Servicer,  the Company or the Trustee in
accordance  with such  amendment  will not result in the imposition of a federal
tax on the Trust  Fund or cause the REMIC to fail to  qualify  as a REMIC at any
time that any Certificate is outstanding.

(d) Promptly after the execution of any such amendment the Trustee shall furnish
written  notification  of the  substance of such  amendment to the Custodian and
each   Certificateholder.   It  shall  not  be  necessary  for  the  consent  of
Certificateholders  under this Section 12.01 to approve the  particular  form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance  thereof.  The manner of obtaining such consents and of evidencing
the  authorization  of the  execution  thereof  by  Certificateholders  shall be
subject to such reasonable regulations as the Trustee may prescribe.

Section 12.02. 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
Servicer and at its expense on direction by the Trustee (pursuant to the request
of Holders of Certificates  entitled to at least 25% of the Voting Rights),  but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation   materially   and   beneficially   affects  the  interests  of  the
Certificateholders.

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

<PAGE>


Section 12.03. Limitation on Rights of Certificateholders.

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

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

(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute  any suit,  action or proceeding in equity or at law upon
or under or with respect to this Agreement,  unless such Holder previously shall
have given to the  Trustee a written  notice of default  and of the  continuance
thereof, as hereinbefore  provided,  and unless also the Holders of Certificates
of any  Class  evidencing  in the  aggregate  not less  than 25% of the  related
Percentage  Interests of such Class,  shall have made  written  request upon the
Trustee to institute such action,  suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable  indemnity as it
may require against the costs,  expenses and liabilities to be incurred  therein
or  thereby,  and the  Trustee,  for 60 days after its  receipt of such  notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action,  suit or proceeding  it being  understood  and intended,  and being
expressly    covenanted   by   each    Certificateholder    with   every   other
Certificateholder  and the Trustee,  that no one or more Holders of Certificates
of any  Class  shall  have any  right in any  manner  whatever  by virtue of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders of any other of such  Certificates  of such Class or any other Class, or
to  obtain or seek to  obtain  priority  over or  preference  to any other  such
Holder,  or to  enforce  any right  under this  Agreement,  except in the manner
herein provided and for the common benefit of  Certificateholders  of such Class
or all Classes,  as the case may be. For the protection  and  enforcement of the
provisions  of this  Section  12.03,  each and every  Certificateholder  and the
Trustee  shall be entitled  to such  relief as can be given  either at law or in
equity.

Section 12.04. 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 12.05. Notices.

        All  demands  and  notices  hereunder  shall be in writing  and shall be
deemed to have been duly given if sent by facsimile or if  personally  delivered
at or mailed by  registered  mail,  postage  prepaid  (except for notices to the

<PAGE>


Trustee  which shall be deemed to have been duly given only when  received),  to
the appropriate address for each recipient listed in the table below or, in each
case,  such  other  address  as may  hereafter  be  furnished  in writing to the
Servicer, the Trustee, Financial Security and the Company, as applicable:

Recipient                                      Address

Company                             8400 Normandale Lake Boulevard
                                    Suite 600, Minneapolis, Minnesota 55437,
                                    Attention: President

Servicer                            100 Witmer Road
                                    Horsham, Pennsylvania 19044,
                                    Attention: President

Trustee                             11000 Broken Land Parkway
                                    Columbia, Maryland 21044

                                    with a copy to:

                                    Wells Fargo Center
                                    Sixth and Marquette
                                    Minneapolis, Minnesota 55479-1026
                                    Attention: Corporate Trust, GMACM Mortgage
                                    Pass-Through Certificates, Series 2000-J3



Financial Security                  350 Park Avenue
                                    New York, New York 10022
                                    Attention:  Surveillance Department,
                                        Re: GMACM Mortgage
                                    Pass-Through Certificates, Series 2000-J3

Fitch                               One State Street Plaza
                                    New York, New York 10004

Standard & Poor's                   55 Water Street
                                    New York, New York 10041

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.  In each  case in  which a notice  or other
communication  to Financial  Security  refers to an FSA Default or a claim under
the FSA  Policy  or with  respect  to which  failure  on the  part of  Financial
Security to respond shall be deemed to constitute consent or acceptance,  then a
copy of such notice or other communication  should also be sent to the attention
of the  General  Counsel of  Financial  Security  and The  Structured  Finance -
Mortgage Backed Securities  Department of Financial Security and, in both cases,
shall be marked to indicate  "URGENT  MATERIAL  ENCLOSED."  Any notice so mailed

<PAGE>


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 12.06. Required Notices to Rating Agency and Subservicer.

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

(a)     a material change or amendment to this Agreement,
(b)     the occurrence of an Event of Default,

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

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

(e)     the  statement  required to be delivered to the Holders of each Class of
        Certificates  pursuant to Section 4.03, which statements shall be mailed
        to each Rating Agency via first class mail,

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

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

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

(i)     any FSA Default that has not been cured.

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

Section 12.07. 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.

<PAGE>


Section 12.08. Supplemental Provisions for Resecuritization.

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

        Each  Supplemental  Article  shall set forth  all  necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and any  other  provisions  necessary  for the  purposes  thereof.  In
connection  with each  Supplemental  Article,  the Company  shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental  Article  will not endanger the status of the Trust Fund as a REMIC
or  (subject to Section  10.01(f))  result in the  imposition  of a tax upon the
Trust Fund  (including but not limited to the tax on prohibited  transactions as
defined  in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC as set forth in Section 860G(d) of the Code).

Section 12.09. Allocation of Voting Rights.

        98% of all of the Voting  Rights  shall be  allocated  among  Holders of
Certificates,  other than the Class IO Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates;  1% of all Voting  Rights shall be allocated  among the Holders of
the Class IO  Certificates,  in  accordance  with  their  respective  Percentage
Interests;  and 1% of all Voting Rights shall be allocated  among the Holders of
the  Class R  Certificates,  in  accordance  with  their  respective  Percentage
Interests.  As long as the FSA Policy is in effect and unless Financial Security
is in default  under the FSA  Policy,  Financial  Security  will be  entitled to
exercise all Voting Rights otherwise allocable to the Insured Certificates.



<PAGE>






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

                                    RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

[Seal]

                                    By:
                                         Name:
                                         Title:

Attest: ____________________
      Name:
      Title:

                                    GMAC MORTGAGE CORPORATION

[Seal]

                                    By:
                                         Name:
                                         Title:

Attest:____________________
      Name:
      Title:

                                    WELLS FARGO BANK MINNESOTA, N.A., as Trustee

[Seal]

                                    By:
                                         Name:
                                         Title:

Attest:____________________
      Name:
      Title:


<PAGE>


STATE OF
                                  ) ss.:
COUNTY OF                         )
               On the ___th day of September, 2000 before me, a notary public in
and for said  State,  personally  appeared  ______________,  known to me to be a
______________  of  Residential  Asset  Mortgage  Products,  Inc.,  one  of  the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

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



                                                 Notary Public

[Notarial Seal]


<PAGE>


STATE OF
                                  ) ss.:
COUNTY OF                         )
               On the ___th day of September, 2000 before me, a notary public in
and for said  State,  personally  appeared  ______________,  known to me to be a
_______ of GMAC Mortgage 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 ___th day of September, 2000 before me, a notary public in
and for said State, personally appeared _______________,  known to me to be a[n]
_________________  of Wells  Fargo Bank  Minnesota,  N.A.,  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 banking corporation and acknowledged to
me that such banking corporation executed the within instrument.

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

                                                 Notary Public

[Notarial Seal]



<PAGE>

                                   EXHIBIT A-1


                           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.

        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.

<TABLE>


<S>                                               <C>
Certificate No. 1                                 [____]% Pass-Through Rate

Class A-     Senior                               Aggregate Initial Certificate Principal
        ----
                                                  Balance of the Class A-     Certificates:
                                                                         ----

Date of Pooling and Servicing                     Initial Certificate Principal Balance of this
Agreement :                                       Certificate: $
September 27, 2000
                                                  CUSIP _________-
Cut-off Date:
September 1, 2000

First Distribution Date:
October 25, 2000

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
[  ]
</TABLE>

<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2000-J3

               evidencing a percentage  interest in the distributions  allocable
               to the Class  A-__  Certificates  with  respect  to a Trust  Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed  interest rate first mortgage loans formed and
               sold by RESIDENTIAL 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 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
Servicer,  the Trustee or GMAC Mortgage Group,  Inc. or any of their affiliates.
None of the Company,  the 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  (obtained by dividing the
Initial  Certificate  Principal  Balance of this  Certificate  by the  aggregate
Initial Certificate Principal Balance of all Class A- , both as specified above)
in certain  distributions with respect to the Trust Fund consisting primarily of
an interest in a pool of  conventional  one- to four-family  fixed interest rate
first  mortgage  loans (the  "Mortgage  Loans"),  formed and sold by Residential
Asset Mortgage  Products,  Inc.  (hereinafter  called the "Company,"  which term
includes any successor entity under the Agreement  referred to below). The Trust
Fund  was  created  pursuant  to a  Pooling  and  Servicing  Agreement  dated as
specified  above (the  "Agreement")  among the  Company,  the Servicer and Wells
Fargo Bank Minnesota,  N.A., as trustee (the "Trustee"), a summary of certain of
the  pertinent  provisions  of which is set forth  hereafter.  To the extent not
defined herein,  the capitalized terms used herein have the meanings assigned in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately following (the "Distribution Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class A- Certificates
on such Distribution Date.

               Distributions  on this  Certificate  will be made  either  by the
Trustee or by a Paying Agent  appointed by the Trustee in immediately  available

<PAGE>


funds (by wire  transfer or  otherwise)  for the account of the Person  entitled
thereto if such Person shall have so notified the Trustee 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 of  Minneapolis,
Minnesota. [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 GMACM Mortgage Pass-Through
Certificates  of the Series  specified  hereon (herein  collectively  called the
"Certificates").

               [This  Certificate  is entitled to the benefits of an irrevocable
and  unconditional  certificate  guaranty  insurance  policy issued by Financial
Security Assurance Inc.].

               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 Servicer funds
are advanced with respect to any Mortgage Loan,  such advance is reimbursable to
the 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 Payment Account created for the benefit of Certificateholders
may be  made  by the  Servicer  from  time  to  time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations  of the Company,  the Servicer and the Trustee and the rights of the
Certificateholders  under the Agreement at any time by the Company, the 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 of
Minneapolis, Minnesota, duly endorsed by, or accompanied by an assignment in the
form below or other written  instrument of transfer in form  satisfactory to the

<PAGE>


Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's  attorney  duly  authorized  in writing,  and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.

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

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

               The  Company,  the  Servicer,  the  Trustee  and the  Certificate
Registrar  and any  agent of the  Company,  the  Servicer,  the  Trustee  or the
Certificate  Registrar  may treat the Person in whose name this  Certificate  is
registered  as the owner hereof for all purposes,  and neither the Company,  the
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 Servicer from the
Trust Fund of all remaining  Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby effecting early retirement of the Certificates.
The Agreement permits,  but does not require,  the Servicer to (i) purchase at a
price  determined as provided in the Agreement all remaining  Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the  Certificates  from the Holders  thereof;  provided,
that any such option may only be exercised if the Pool Stated Principal  Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



<PAGE>




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

Dated:  September 27, 2000      WELLS FARGO BANK MINNESOTA, N.A.,
                                Not in its individual capacity but
                                solely as Trustee




                               By:
                                    Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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



                            WELLS FARGO BANK MINNESOTA, N.A.,
                              Not in its individual capacity but solely 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  GMACM  Mortgage  Pass-Through  Certificate  and hereby
authorizes  the  transfer of  registration  of such  interest to assignee on the
Certificate Register of the Trust Fund.

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




                                        _______________________________________
Dated:                                    Signature by or on behalf of assignor




                                        _______________________________________
                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
________________________________  account  number_____________________,  or,  if
mailed by check, to _____________________________.  Applicable statements should
be mailed to _____________________________.

     This information is provided by _______________________, the assignee named
above, or_______________, as its agent.



<PAGE>



                                   EXHIBIT A-2

                          FORM OF CLASS IO 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.
<TABLE>

<S>                                               <C>
Certificate No. 1                                 Variable Pass-Through Rate based on a
                                                  Notional Amount
Class IO Senior
                                                  [Percentage Interest:       %]
                                                                        ------
Date of Pooling and Servicing
Agreement :                                       [________] Initial Pass-Through Rate based on
September 27, 2000                                a Notional Amount

Cut-off Date:                                     CUSIP _________-
September 1, 2000

First Distribution Date:
October 25, 2000

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
[  ]

</TABLE>



<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2000-J3

               evidencing a percentage  interest in the distributions  allocable
               to the  Class  IO  Certificates  with  respect  to a  Trust  Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed  interest rate first mortgage loans formed and
               sold by RESIDENTIAL 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 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
Servicer,  the Trustee or GMAC Mortgage Group,  Inc. or any of their affiliates.
None of the Company,  the 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 GMAC MORTGAGE  CORPORATION is the registered
owner of the Percentage  Interest  evidenced by this  Certificate  (as specified
above) in  certain  distributions  with  respect  to the Trust  Fund  consisting
primarily of an interest in a pool of  conventional  one- to  four-family  fixed
interest rate first mortgage loans (the  "Mortgage  Loans"),  formed and sold by
Residential Asset Mortgage  Products,  Inc.  (hereinafter  called the "Company,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created  pursuant to a Pooling and Servicing  Agreement dated
as specified above (the "Agreement")  among the Company,  the Servicer and Wells
Fargo Bank Minnesota,  N.A., 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
required  to be  distributed  to  Holders  of  Class  IO  Certificates  on  such
Distribution  Date. The Notional Amount as of any date of determination is equal
to the Stated Principal Balance of the Mortgage Loans. The Class IO Certificates
have no Certificate Principal Balance.

               Distributions  on this  Certificate  will be made  either  by 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

<PAGE>


thereto if such Person shall have so notified the Trustee 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 of  Minneapolis,
Minnesota. The Class IO Notional Amount of this Certificate is set forth above.

               This   Certificate  is  one  of  a  duly   authorized   issue  of
Certificates issued in several Classes designated as GMACM 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 Servicer funds
are advanced with respect to any Mortgage Loan,  such advance is reimbursable to
the 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 Payment Account created for the benefit of Certificateholders
may be  made  by the  Servicer  from  time  to  time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations  of the Company,  the Servicer and the Trustee and the rights of the
Certificateholders  under the Agreement at any time by the Company, the 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 of
Minneapolis, Minnesota, 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

<PAGE>


Holder's  attorney  duly  authorized  in writing,  and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.

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

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

               The  Company,  the  Servicer,  the  Trustee  and the  Certificate
Registrar  and any  agent of the  Company,  the  Servicer,  the  Trustee  or the
Certificate  Registrar  may treat the Person in whose name this  Certificate  is
registered  as the owner hereof for all purposes,  and neither the Company,  the
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 Servicer from the
Trust Fund of all remaining  Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby effecting early retirement of the Certificates.
The Agreement permits,  but does not require,  the Servicer to (i) purchase at a
price  determined as provided in the Agreement all remaining  Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the  Certificates  from the Holders  thereof;  provided,
that any such option may only be exercised if the Pool Stated Principal  Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



<PAGE>




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

Dated:  September 27, 2000                  WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                              but solely as Trustee




                                            By:_______________________________
                                                 Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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



                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                              but solely 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 GMACM Mortgage Pass-Through  Certificate and hereby authorizes the
transfer  of  registration  of such  interest  to  assignee  on the  Certificate
Register of the Trust Fund.

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




                                        _______________________________________
Dated:                                    Signature by or on behalf of assignor




                                        _______________________________________
                                                 Signature Guaranteed




                          DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
________________________________  account  number_____________________,  or,  if
mailed by check, to _____________________________.  Applicable statements should
be mailed to _____________________________.

     This information is provided by _______________________, the assignee named
above, or_______________, as its agent.


<PAGE>



                                   EXHIBIT A-3

                          FORM OF CLASS PO 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.



Certificate No. 1                  0.00% Pass-Through Rate

Class PO Senior                    Aggregate Initial Certificate Principal
                                   Balance of the Class PO Certificates: $[  ]
Date of Pooling and Servicing
Agreement :                        Initial Certificate Principal
September 27, 2000                 Balance of this Certificate:
                                   $[                  ]
Cut-off Date:
September 1, 2000                  CUSIP ________-

First Distribution Date:
October 25, 2000

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
[  ]




<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2000-J3

               evidencing a percentage  interest in the distributions  allocable
               to the  Class  PO  Certificates  with  respect  to a  Trust  Fund
               consisting   primarily  of  a  pool  of   conventional   one-  to
               four-family  fixed  interest rate first mortgage loans formed and
               sold by RESIDENTIAL 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 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
Servicer,  the Trustee or GMAC Mortgage Group,  Inc. or any of their affiliates.
None of the Company,  the 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 GMAC MORTGAGE  CORPORATION is the registered
owner of the  Percentage  Interest  evidenced by this  Certificate  (obtained by
dividing the Initial Certificate Principal Balance of all Class PO Certificates,
both as specified above) in certain distributions with respect to the Trust Fund
consisting  primarily  of  an  interest  in  a  pool  of  conventional  one-  to
four-family  fixed interest rate first  mortgage  loans (the "Mortgage  Loans"),
formed and sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the  "Company,"  which term  includes any  successor  entity under the Agreement
referred  to  below).  The Trust  Fund was  created  pursuant  to a Pooling  and
Servicing  Agreement  dated as  specified  above  (the  "Agreement")  among  the
Company,  the Servicer  and Wells Fargo Bank  Minnesota,  N.A.,  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 principal
required  to be  distributed  to  Holders  of  Class  PO  Certificates  on  such
Distribution Date.

               Distributions  on this  Certificate  will be made  either  by 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

<PAGE>


thereto if such Person shall have so notified the Trustee 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 of  Minneapolis,
Minnesota.  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 GMACM 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 Servicer funds
are advanced with respect to any Mortgage Loan,  such advance is reimbursable to
the 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 Payment Account created for the benefit of Certificateholders
may be  made  by the  Servicer  from  time  to  time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations  of the Company,  the Servicer and the Trustee and the rights of the
Certificateholders  under the Agreement at any time by the Company, the 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 of
Minneapolis, Minnesota, duly endorsed by, or accompanied by an assignment in the
form below or other written  instrument of transfer in form  satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's  attorney  duly  authorized  in writing,  and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.

<PAGE>


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

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

               The  Company,  the  Servicer,  the  Trustee  and the  Certificate
Registrar  and any  agent of the  Company,  the  Servicer,  the  Trustee  or the
Certificate  Registrar  may treat the Person in whose name this  Certificate  is
registered  as the owner hereof for all purposes,  and neither the Company,  the
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 Servicer from the
Trust Fund of all remaining  Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby effecting early retirement of the Certificates.
The Agreement permits,  but does not require,  the Servicer to (i) purchase at a
price  determined as provided in the Agreement all remaining  Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the  Certificates  from the Holders  thereof;  provided,
that any such option may only be exercised if the Pool Stated Principal  Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



<PAGE>




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

Dated:  September 27, 2000                  WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                                but solely as Trustee




                                            By:________________________________
                                                 Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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



                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                                but solely 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  GMACM  Mortgage  Pass-Through  Certificate  and hereby
authorizes  the  transfer of  registration  of such  interest to assignee on the
Certificate Register of the Trust Fund.

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




                                        _______________________________________
Dated:                                    Signature by or on behalf of assignor




                                        _______________________________________
                                                 Signature Guaranteed

                         DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
________________________________  account  number_____________________,  or,  if
mailed by check, to _____________________________.  Applicable statements should
be mailed to _____________________________.

     This information is provided by _______________________, the assignee named
above, or_______________, as its agent.





<PAGE>

                                    EXHIBIT B

                           FORM OF CLASS M CERTIFICATE

        THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT  TO THE SENIOR
CERTIFICATES  [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).

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

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

        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 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  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").


<PAGE>

        NOTWITHSTANDING THE 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,  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 Servicer,  any Subservicer,  and the
Trust Fund from and against any and all liabilities,  claims,  costs or expenses
incurred by such parties as a result of such acquisition or holding.

<PAGE>


Certificate No. 1                        7.75% Pass-Through Rate

Class M-    Subordinate                  Aggregate Certificate
                                         Principal Balance
Date of Pooling and Servicing            of the Class M-[  ] Certificates:
Agreement and Cut-off Date:              $[________________________]
September 27, 2000
                                         Initial Certificate Principal
First Distribution Date:                 Balance of this Certificate:
October 25, 2000                         $[________________________]

Servicer:                                CUSIP: ________-
GMAC Mortgage Corporation

Assumed Final Distribution Date:
[  ]

                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-J3

        evidencing a percentage  interest in any distributions  allocable to the
        Class  M-  Certificates  with  respect  to  the  Trust  Fund  consisting
        primarily of a pool of conventional  one- to four-family  fixed interest
        rate first mortgage loans formed and sold by RESIDENTIAL  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 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
Servicer,  the Trustee or GMAC Mortgage Group,  Inc. or any of their affiliates.
None of the Company,  the 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  (obtained by dividing the
Certificate  Principal Balance of this Certificate by the aggregate  Certificate
Principal  Balance of all Class M-  Certificates,  both as  specified  above) in
certain  distributions  with respect to a Trust Fund  consisting  primarily of a
pool of  conventional  one- to  four-family  fixed  interest rate first mortgage
loans (the  "Mortgage  Loans"),  formed and sold by  Residential  Asset Mortgage
Products,  Inc.  (hereinafter  called the  "Company,"  which term  includes  any
successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant to a Pooling and Servicing  Agreement dated as specified above
(the  "Agreement")  among  the  Company,  the  Servicer  and  Wells  Fargo  Bank
Minnesota,  N.A.,  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.

<PAGE>

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately following (the "Distribution Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class M- Certificates
on such Distribution Date.

               Distributions  on this  Certificate  will be made  either  by the
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 Trustee 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 of  Minneapolis,
Minnesota.  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, no transfer of this Class M Certificate will
be made unless (i) the Trustee  has  received  either an opinion of counsel or a
representation  letter,  each as  described  in the  Agreement,  relating to the
permissibility  of such  transfer  under ERISA and Section 4975 of the Code,  or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made  representations  relating to the  permissibility of such
transfer  under  ERISA and Section  4975 of the Code,  as  described  in Section
5.02(e) of the Agreement.  In addition,  any purported  Certificate  Owner whose
acquisition or holding of this  Certificate (or interest herein) was effected in
violation  of  the  restrictions  in  Section  5.02(e)  of the  Agreement  shall
indemnify  and hold  harmless  the  Company,  the  Trustee,  the  Servicer,  any
Subservicer,  and the  Trust  Fund  from and  against  any and all  liabilities,
claims,  costs  or  expenses  incurred  by  such  parties  as a  result  of such
acquisition or holding.

               This   Certificate  is  one  of  a  duly   authorized   issue  of
Certificates issued in several Classes designated as GMACM 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 Servicer funds
are advanced with respect to any Mortgage Loan,  such advance is reimbursable to

<PAGE>


the 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 Payment Account created for the benefit of Certificateholders
may be  made  by the  Servicer  from  time  to  time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations  of the Company,  the Servicer and the Trustee and the rights of the
Certificateholders  under the Agreement at any time by the Company, the 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 of
Minneapolis, Minnesota, duly endorsed by, or accompanied by an assignment in the
form below or other written  instrument of transfer in form  satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's  attorney  duly  authorized  in writing,  and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.

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

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

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

<PAGE>


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

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

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


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

Dated:  September 27, 2000                  WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                                but solely as Trustee




                                            By:_______________________________
                                                 Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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




                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                                but solely 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  GMACM
Mortgage  Pass-Through   Certificate  and  hereby  authorizes  the  transfer  of
registration  of such  interest to assignee on the  Certificate  Register of the
Trust Fund.

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

Dated:                                  ______________________________________
                                         Signature by or on behalf of assignor




                                        ______________________________________
                                                 Signature Guaranteed




                        DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
________________________________  account  number_____________________,  or,  if
mailed by check, to _____________________________.  Applicable statements should
be mailed to _____________________________.

     This information is provided by _______________________, the assignee named
above, or_______________, as its agent.




<PAGE>


                                    EXHIBIT C


                           FORM OF CLASS B CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR  CERTIFICATES
AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2  CERTIFICATES]  DESCRIBED IN
THE AGREEMENT (AS DEFINED HEREIN).

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

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.



Certificate No. 1                7.75% Pass-Through Rate

Class B-     Subordinate         Aggregate Certificate Principal Balance of
                                 the Class B-     Certificates as of the
Date of Pooling and Servicing    Cut-off Date:
Agreement and Cut-off Date:      $[________________________]
September 27, 2000
                                 Initial Certificate Principal
First Distribution Date:         Balance of this Certificate:
October 25, 2000                 $[ _______________________]

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
[  ]

<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-J3

       evidencing a percentage  interest in any  distributions  allocable to the
       Class B- Certificates with respect to the Trust Fund consisting primarily
       of a pool of conventional  one- to four-family  fixed interest rate first
       mortgage  loans formed and sold by RESIDENTIAL  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 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
Servicer,  the Trustee or GMAC Mortgage Group,  Inc. or any of their affiliates.
None of the Company,  the Servicer,  GMAC Mortgage  Group,  Inc. or any of their
affiliates  will have any  obligation  with respect to any  certificate or other
obligation secured by or payable from payments on the Certificates.

               This  certifies  that   [_____________________________]   is  the
registered  owner  of the  Percentage  Interest  evidenced  by this  Certificate
(obtained by dividing the Certificate  Principal  Balance of this Certificate by
the aggregate Certificate  Principal Balance of all Class B- Certificates,  both
as  specified  above) in  certain  distributions  with  respect  to a Trust Fund
consisting  primarily  of a pool  of  conventional  one-  to  four-family  fixed
interest rate first mortgage loans (the  "Mortgage  Loans"),  formed and sold by
Residential Asset Mortgage  Products,  Inc.  (hereinafter  called the "Company,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created  pursuant to a Pooling and Servicing  Agreement dated
as specified above (the "Agreement")  among the Company,  the Servicer and Wells
Fargo Bank Minnesota,  N.A., as trustee (the "Trustee"), a summary of certain of
the  pertinent  provisions  of which is set forth  hereafter.  To the extent not
defined herein,  the capitalized terms used herein have the meanings assigned in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately following (the "Distribution Date"),  commencing on
the first  Distribution  Date specified  above, to the Person in whose name this
Certificate  is  registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next  preceding  the month of such  distribution  (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the  Percentage  Interest  evidenced  by this  Certificate  and the amount of
interest and principal,  if any required to be distributed to Holders of Class B
Certificates on such Distribution Date.

               Distributions  on this  Certificate  will be made  either  by the
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

<PAGE>


thereto if such Person shall have so notified the Trustee 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 of  Minneapolis,
Minnesota.  The Initial Certificate Principal Balance of this Certificate is set
forth above.  The  Certificate  Principal  Balance hereof will be reduced to the
extent of the  distributions  allocable  to principal  and any  Realized  Losses
allocable hereto.

               No transfer of this Class B Certificate  will be made unless such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Company  may  require  an  opinion  of  counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Company that such transfer is exempt  (describing  the applicable  exemption and
the  basis  therefor)  from  or is  being  made  pursuant  to  the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state and (ii) the transferee shall execute an investment  letter
in the form  described by the  Agreement.  The Holder hereof  desiring to effect
such  transfer  shall,  and does hereby agree to,  indemnify  the  Trustee,  the
Company,  the Servicer  and the  Certificate  Registrar  acting on behalf of the
Trustee  against any liability  that may result if the transfer is not so exempt
or is not made in  accordance  with such Federal and state laws.  In  connection
with any such  transfer,  the Trustee will also require either (i) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee, the
Company and the 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 Internal  Revenue Code (the "Code") and stating,  among
other things,  that the  transferee's  acquisition of a Class B Certificate will
not constitute or result in a non-exempt  prohibited  transaction  under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited  transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"),  or any other person (including
an  investment  manager,  a named  fiduciary  or a trustee of any Plan)  acting,
directly or indirectly,  on behalf of or purchasing any  Certificate  with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the  Certificate  is an  "insurance
company general  account"  (within the meaning of Department of Labor Prohibited
Transaction  Class  Exemption  ("PTCE")  95-60),  and  conditions  set  forth in
Sections I and III of PTCE 95-60 have been satisfied.

               This   Certificate  is  one  of  a  duly   authorized   issue  of
Certificates issued in several Classes designated as GMACM 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 Servicer funds
are advanced with respect to any Mortgage Loan,  such advance is reimbursable to

<PAGE>


the 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 Payment Account created for the benefit of Certificateholders
may be  made  by the  Servicer  from  time  to  time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations  of the Company,  the Servicer and the Trustee and the rights of the
Certificateholders  under the Agreement at any time by the Company, the 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 of
Minneapolis, Minnesota, duly endorsed by, or accompanied by an assignment in the
form below or other written  instrument of transfer in form  satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's  attorney  duly  authorized  in writing,  and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.

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

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

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


<PAGE>


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

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

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


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

Dated:  September 27, 2000                  WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                                but solely as Trustee



                                            By:_______________________________
                                                 Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION

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



                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                                but solely 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  GMACM  Mortgage  Pass-Through  Certificate  and  hereby  authorizes  the
transfer  of  registration  of such  interest  to  assignee  on the  Certificate
Register of the Trust Fund.

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

Dated:                                  ______________________________________
                                         Signature by or on behalf of assignor




                                        _____________________________________
                                                   Signature Guaranteed




                       DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
________________________________  account  number_____________________,  or,  if
mailed by check, to _____________________________.  Applicable statements should
be mailed to _____________________________.

     This information is provided by _______________________, the assignee named
above, or_______________, as its agent.




<PAGE>

                                    EXHIBIT D


                           FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

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

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR
POLITICAL  SUBDIVISION  THEREOF,  ANY  POSSESSION OF THE UNITED  STATES,  OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION  IF ALL OF ITS  ACTIVITIES  ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS  EXEMPT  FROM THE TAX  IMPOSED  BY  CHAPTER 1 OF THE CODE  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES
CERTAIN  ADDITIONAL  CONDITIONS  RELATING  TO  THE  FINANCIAL  CONDITION  OF THE

<PAGE>


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.

<TABLE>

<S>             <C>                               <C>
Certificate No. 1                                 7.75% Pass-Through Rate

Class R Senior                                    Aggregate Initial Certificate Principal
                                                  Balance of the Class R Certificates:  $100.00
Date of Pooling and Servicing
Agreement and Cut-off Date:                       Initial Certificate Principal
September 27, 2000                                Balance of this Certificate:
                                                  $[                              ]
First Distribution Date:
October 25, 2000                                  Percentage Interest:
                                                                %
                                                  --------------
Servicer:
GMAC Mortgage Corporation                         CUSIP

Assumed Final Distribution Date:
[  ]

</TABLE>

                                   GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-J3

        evidencing a percentage  interest in any distributions  allocable to the
        Class R Certificates with respect to the Trust Fund consisting primarily
        of a pool of conventional  one- to four-family fixed interest rate first
        mortgage loans formed and sold by RESIDENTIAL  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 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
Servicer,  the Trustee or GMAC Mortgage Group,  Inc. or any of their affiliates.
None of the Company,  the 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.

<PAGE>

     This  certifies  that  [____________  ] is  the  registered  owner  of  the
Percentage  Interest  evidenced  by this  Certificate  (obtained by dividing the
Initial  Certificate  Principal  Balance of this  Certificate  by the  aggregate
Initial  Certificate  Principal  Balance  of all Class R  Certificates,  both as
specified  above) in  certain  distributions  with  respect  to the  Trust  Fund
consisting  primarily  of a pool  of  conventional  one-  to  four-family  fixed
interest rate first mortgage loans (the  "Mortgage  Loans"),  formed and sold by
Residential Asset Mortgage  Products,  Inc.  (hereinafter  called the "Company,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created  pursuant to a Pooling and Servicing  Agreement dated
as specified above (the "Agreement")  among the Company,  the Servicer and Wells
Fargo Bank Minnesota,  N.A., as trustee (the "Trustee"), a summary of certain of
the  pertinent  provisions  of which is set forth  hereafter.  To the extent not
defined herein,  the capitalized terms used herein have the meanings assigned in
the  Agreement.  This  Certificate  is issued under and is subject to the terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately following (the "Distribution Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal,  if any required to be distributed to Holders of Class R Certificates
on such Distribution Date.

               Each Holder of this  Certificate will be deemed to have agreed to
be bound by the  restrictions  set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted  Transferee,  (ii) the transfer of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted Transferee,  (iii) any attempted or purported
transfer of any  Ownership  Interest in this  Certificate  in  violation of such
restrictions  will be  absolutely  null and void and will  vest no rights in the
purported  transferee,  and (iv) if any person other than a United States Person
and a Permitted  Transferee  acquires any Ownership Interest in this Certificate
in violation of such restrictions,  then the Company will have the right, in its
sole  discretion and without notice to the Holder of this  Certificate,  to sell
this Certificate to a purchaser selected by the Company,  which purchaser may be
the Company,  or any affiliate of the Company,  on such terms and  conditions as
the Company may choose.

               Notwithstanding   the  above,  the  final  distribution  on  this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  appointed  by the Trustee for that  purpose in the City of  Minneapolis,
Minnesota.  The Initial Certificate Principal Balance of this Certificate is set
forth above.  The  Certificate  Principal  Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.  Notwithstanding  the  reduction of the  Certificate  Principal  Balance
hereof to zero, this Certificate will remain outstanding under the Agreement and
the  Holder  hereof  may  have  additional  obligations  with  respect  to  this
Certificate,   including  tax  liabilities,  and  may  be  entitled  to  certain
additional  distributions hereon, in accordance with the terms and provisions of
the Agreement.

<PAGE>


               No transfer of this Class R  Certificate  will be made unless the
Trustee has received either (i) an opinion of counsel  acceptable to and in form
and  substance  satisfactory  to the Trustee,  the Company and the 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
Internal  Revenue Code (the "Code") and stating,  among other  things,  that the
transferee's  acquisition of a Class R Certificate will not constitute or result
in a non-exempt  prohibited  transaction  under  Section 406 of ERISA or Section
4975 of the Code or (ii) a  representation  letter,  in the form as described by
the Agreement,  stating that the transferee is not an employee  benefit or other
plan subject to the prohibited  transaction  provisions of ERISA or Section 4975
of the Code (a "Plan"),  or any other person (including an investment manager, a
named  fiduciary or a trustee of any Plan) acting,  directly or  indirectly,  on
behalf of or purchasing any Certificate with "plan assets" of any Plan.

               This   Certificate  is  one  of  a  duly   authorized   issue  of
Certificates issued in several Classes designated as GMACM 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 Servicer funds
are advanced with respect to any Mortgage Loan,  such advance is reimbursable to
the 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 Payment Account created for the benefit of Certificateholders
may be  made  by the  Servicer  from  time  to  time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations  of the Company,  the Servicer and the Trustee and the rights of the
Certificateholders  under the Agreement at any time by the Company, the 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.

<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 of
Minneapolis, Minnesota, duly endorsed by, or accompanied by an assignment in the
form below or other written  instrument of transfer in form  satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's  attorney  duly  authorized  in writing,  and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.

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

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

               The  Company,  the  Servicer,  the  Trustee  and the  Certificate
Registrar  and any  agent of the  Company,  the  Servicer,  the  Trustee  or the
Certificate  Registrar  may treat the Person in whose name this  Certificate  is
registered  as the owner hereof for all purposes,  and neither the Company,  the
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 Servicer from the
Trust Fund of all remaining  Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby effecting early retirement of the Certificates.
The Agreement permits,  but does not require,  the Servicer to (i) purchase at a
price  determined as provided in the Agreement all remaining  Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the  Certificates  from the Holders  thereof;  provided,
that any such option may only be exercised if the Pool Stated Principal  Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


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

Dated:  September 27, 2000                  WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                                but solely as Trustee




                                            By:_______________________________
                                                 Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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




                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                              Not in its individual capacity
                                                 but solely 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  GMACM
Mortgage  Pass-Through   Certificate  and  hereby  authorizes  the  transfer  of
registration  of such  interest to assignee on the  Certificate  Register of the
Trust Fund.

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

Dated: _______________                  _____________________________________
                                        Signature by or on behalf of assignor




                                        _____________________________________
                                                 Signature Guaranteed





                       DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
________________________________  account  number_____________________,  or,  if
mailed by check, to _____________________________.  Applicable statements should
be mailed to _____________________________.

     This information is provided by _______________________, the assignee named
above, or_______________, as its agent.



<PAGE>



                                    EXHIBIT E


                             MORTGAGE LOAN SCHEDULE


<TABLE>
<CAPTION>

                                                            2000-J3


 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

<S>                              <C>          <C>                  <C>                 <C>                 <C>   <C>
 12008590                        9.000        $292,150.00          $291,631.47         $291,456.03         07/01/2000
 COCHRAN, CALVIN L                            08/31/1999           351                 Primary Residence   Construction-Perm
 608 LAKE VALLEY DRIVE                        Standard             N                   10/01/2000          89.8923
 LA VERNIA                  TX   78121-0000   $2,362.68            09/01/2029          SEP2000             $0.00
 12010200                        8.125        $484,000.00          $483,383.39         $483,383.39         09/01/2000
 KOHLMAN, PAUL E                              07/24/2000           360                 Primary Residence   Purchase
 5800 NW 83RD TERRACE #83                     Standard             N                   09/01/2000          80
 PARKLAND                   FL   33065-0000   $3,593.69            08/01/2030          SEP2000             $300.00

 12027740                        8.625        $799,900.00          $798,333.41         $798,333.41         07/01/2000
 EVENHAIM, NISSIM                             05/19/1999           348                 Primary Residence   Construction-Perm
 3371 CORDOVA DRIVE                           Stated Income        N                   09/01/2000          64.9929
 CALABASAS                  CA   91302-0000   $6,267.74            06/01/2029          SEP2000             $0.01
 12145250                        8.500        $840,000.00          $837,553.79         $837,553.79         06/01/2000
 WALSH, MATTHEW J                             06/25/1999           350                 Primary Residence   Construction-Perm
 LOTS 25 & 26 HUNT SEAT DRIVE                 Standard             N                   09/01/2000          70
 LOWER GWYNEDD              PA   19002-0000   $6,499.53            07/01/2029          SEP2000             $224.62
 12256830                        8.875        $270,000.00          $269,520.20         $269,520.20         07/01/2000
 WOLFORD, CHRISTOPHER C                       11/24/1999           354                 Primary Residence   Construction-Perm
 LOT 33 ROYAL EQUESTRIAN ESTATES #1           Standard             N                   09/01/2000          79.8817
 CAMERON PARK               CA   95682-0000   $2,155.63            12/01/2029          SEP2000             $0.00

 12268500                        8.625        $340,000.00          $339,799.26         $339,799.26         09/01/2000
 HARTEL, MARK J                               07/07/2000           360                 Primary Residence   Purchase
 311 LAMBERTVILLE-HOPEWELL RD                 Standard             N                   09/01/2000          87.1795
 HOPEWELL TWP               NJ   08525-0000   $2,644.49            08/01/2030          SEP2000             $0.00
 12318130                        7.875        $475,000.00          $475,000.00         $475,000.00         10/01/2000
 CHIN, GEOFFREY                               08/09/2000           360                 Primary Residence   Purchase
 88 VAN ZANDT ROAD                            Standard             N                   09/01/2000          77.2358
 SKILLMAN                   NJ   08558-0000   $3,444.08            09/01/2030          SEP2000             $0.00
 12353110                        8.750        $252,000.00          $251,533.43         $251,533.43         07/01/2000
 NUTU, IOAN A                                 09/07/1999           352                 Primary Residence   Construction-Perm
 1718 13TH AVENUE SW                          Standard             N                   09/01/2000          87.6604
 OLYMPIA                    WA   98502-0000   $1,991.89            10/01/2029          SEP2000             $0.01

 12386980                        8.750        $351,050.00          $350,389.71         $350,611.41         07/01/2000
 LEWIS, MICHAEL L                             07/29/1999           350                 Primary Residence   Construction-Perm
 LOT 5 LOVING ROAD                            Standard             N                   08/01/2000          89.9962
 LOUISA                     VA   23093-0000   $2,778.23            08/01/2029          SEP2000             $0.00
 12622490                        8.625        $367,600.00          $367,164.38         $367,164.38         08/01/2000
 REVIS, MARTIN L                              06/16/2000           360                 Primary Residence   Refinance
 2333 WEST 300 SOUTH                          Select               N                   09/01/2000          73.52
 KOKOMO                     IN   46902-4753   $2,859.16            07/01/2030          SEP2000             ($0.01)
 12632570                        8.750        $303,200.00          $303,025.55         $302,849.83         09/01/2000
 COVEY, PHYLLIS J                             07/05/2000           360                 Primary Residence   Purchase
 5120 OLD BARN LANE                           Standard             N                   10/01/2000          80
 CLIO                       MI   48420-0000   $2,385.28            08/01/2030          SEP2000             $0.00

 12634850                        9.250        $387,000.00          $386,597.18         $386,597.18         08/01/2000
 PAVONE, JOHN F                               06/09/2000           360                 Second Home         Purchase
 4 OVERLOOK SUBDIVISION AT WHITE              Standard             N                   09/01/2000          90
 LAKE PLACID                NY   12946-0000   $3,183.76            07/01/2030          SEP2000             $0.00
 12702420                        8.250        $339,750.00          $339,289.70         $339,289.70         08/01/2000
 REILLY, PHILIP J                             06/30/2000           360                 Primary Residence   Purchase
 509 WOODBERRY WAY                            Standard             N                   09/01/2000          79.9936
 CHESTER SPRINGS            PA   19425-0000   $2,552.43            07/01/2030          SEP2000             $25.51
 16774990                        7.875        $290,000.00          $288,691.13         $288,691.13         04/01/2000
 SCHALLER, PETER C                            04/23/1999           350                 Primary Residence   Construction-Perm
 3133 BROOKHILL STREET                        Standard             N                   09/01/2000          65.6109
 LA CRESCENTA               CA   91214-0000   $2,117.72            05/01/2029          SEP2000             ($0.01)

 43945100                        7.875        $347,200.00          $326,934.32         $326,934.32         03/01/1995
 CALLAHAN, THOMAS D                           01/31/1995           360                 Primary Residence   Purchase
 27124 PEMBRIDGE CT                           Standard             N                   09/01/2000          80
 FARMINGTON HLS             MI   48331-3669   $2,491.03            02/01/2025          SEP2000             $0.03
 49817370                        7.625        $269,100.00          $247,364.42         $247,364.42         12/01/1993
 BATES, ROSALIND J                            10/01/1993           360                 Primary Residence   Purchase
 3101 LAMAR COURT                             Standard             N                   09/01/2000          90
 LAKEWOOD                   CA   90712-1459   $1,899.00            11/01/2023          OCT2000             $1,469.47



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50066150                        8.000        $284,000.00          $282,439.41         $282,439.41         02/01/2000
 NELSON, GARY K                               12/25/1999           360                 Primary Residence   Refinance
 25675 ESTORIL STREET                         Standard             N                   09/01/2000          73.7662
 VALENCIA                   CA   91355-0000   $2,083.90            01/01/2030          SEP2000             $0.01
 50072690                        8.375        $506,000.00          $505,685.49         $505,685.49         09/01/2000
 TAUSWORTHE, ROBERT C                         07/20/2000           360                 Primary Residence   Purchase
 2812 RANCHO COSTERO                          Standard             N                   09/01/2000          74.9636
 CARLSBAD                   CA   92009-0000   $3,845.97            08/01/2030          SEP2000             $0.00
 50091460                        8.875        $342,000.00          $341,615.11         $341,615.11         08/01/2000
 SURDYKOWSKI, RONALD PAUL                     06/15/2000           360                 Primary Residence   Purchase
 3 ORCHARD DRIVE                              Standard             N                   09/01/2000          90
 CHESTERFIELD               NJ   08501-0000   $2,721.11            07/01/2030          SEP2000             $0.00

 50091800                        8.500        $286,100.00          $285,926.67         $285,926.67         09/01/2000
 MOLL, WILLIAM T                              07/14/2000           360                 Primary Residence   Purchase
 2 BRENTFORT COURT                            Standard             N                   09/01/2000          79.9832
 COLLEGEVILLE               PA   19426-0000   $2,199.87            08/01/2030          SEP2000             $0.00
 50134450                        8.250        $286,000.00          $285,817.62         $285,817.62         09/01/2000
 HUGHES, DAVID C                              07/26/2000           360                 Primary Residence   Purchase
 24 WITMER WAY                                Standard             N                   09/01/2000          74.9841
 ROBBINSVILLE               NJ   08691-0000   $2,148.63            08/01/2030          SEP2000             $0.00
 50156640                        8.000        $357,750.00          $357,509.95         $357,268.30         09/01/2000
 JOINER, CYNTHIA HOWELL                       07/31/2000           360                 Primary Residence   Purchase
 670 BROADMOOR DRIVE                          Select               N                   10/01/2000          79.9911
 BLUE BELL                  PA   19422-0000   $2,625.05            08/01/2030          SEP2000             $0.00

 50185250                        8.500        $280,000.00          $279,139.76         $279,139.76         05/01/2000
 KORN, PETER J                                03/07/2000           360                 Primary Residence   Purchase
 28929 CANMORE STREET                         Standard             N                   09/01/2000          80
 AGOURA HILLS               CA   91301-1716   $2,152.96            04/01/2030          SEP2000             $0.01
 50203240                        8.375        $260,000.00          $259,180.61         $259,180.61         05/01/2000
 ASAMERE, GHEZAHEGN                           03/03/2000           360                 Primary Residence   Purchase
 16722 FLANDERS STREET                        Standard             N                   09/01/2000          80
 LOS ANGELES                CA   91344-0000   $1,976.19            04/01/2030          SEP2000             $0.00
 50206980                        8.875        $318,800.00          $318,621.27         $318,621.27         09/01/2000
 CRANE, STEPHEN                               07/27/2000           360                 Primary Residence   Purchase
 228 WEST GLEN AVENUE                         Standard             N                   09/01/2000          80
 RIDGEWOOD                  NJ   07450-0000   $2,536.52            08/01/2030          SEP2000             $0.00

 50217990                        8.750        $258,320.00          $258,021.66         $258,021.66         08/01/2000
 MOORE, STEVE M                               06/09/2000           360                 Second Home         Purchase
 11790 E BIG COTTONWOOD CANYON ROAD 306       Standard             N                   09/01/2000          80
 SALT LAKE CITY             UT   84121-0000   $2,032.21            07/01/2030          SEP2000             $0.00
 50236700                        8.875        $365,750.00          $365,544.95         $365,338.38         09/01/2000
 DASHFIELD, CARL M                            07/27/2000           360                 Primary Residence   Purchase
 126 MARION STREET                            Standard             N                   10/01/2000          80.0036
 WILMINGTON                 MA   01867-0000   $2,910.08            08/01/2030          SEP2000             $0.00
 50253940                        8.250        $284,050.00          $283,686.48         $283,686.48         08/01/2000
 MANSOUR, MICHAEL G                           06/09/2000           360                 Primary Residence   Purchase
 15905 W 75TH TERRACE                         Standard             N                   09/01/2000          95
 SHAWNEE                    KS   66217-0000   $2,133.98            07/01/2030          SEP2000             $0.00

 50255360                        8.750        $259,700.00          $259,700.00         $259,700.00         10/01/2000
 REIMANN, GREGORY J.                          08/16/2000           360                 Primary Residence   Purchase
 2547 GILBERT AVE                             Stated Income        N                   09/01/2000          79.9948
 CORONA                     CA   92881-0000   $2,043.07            09/01/2030          SEP2000             $0.00
 50267580                        8.125        $260,050.00          $259,708.62         $259,708.62         08/01/2000
 RIVERA, CAROLYN                              06/28/2000           360                 Primary Residence   Purchase
 3516 CORDGRASS DRIVE                         VIP Relocation       N                   09/01/2000          79.5216
 VALRICO                    FL   33594-0000   $1,930.87            07/01/2030          SEP2000             $0.00
 50268180                        8.375        $314,600.00          $314,404.46         $314,404.46         09/01/2000
 THERIOT, MARK C                              07/12/2000           360                 Primary Residence   Purchase
 10438 HASTINGS COURT                         Relocation           N                   09/01/2000          89.9783
 INDEPENDENCE TWP           MI   48348-0000   $2,391.19            08/01/2030          SEP2000             $0.00

 50294430                        8.250        $331,800.00          $330,944.90         $330,944.90         06/01/2000
 CROSS, DENNIS R                              04/05/2000           360                 Primary Residence   Purchase
 24855 CAMBERWELL STREET                      Standard             N                   09/01/2000          79.9518
 LAGUNA HILLS               CA   92653-0000   $2,492.71            05/01/2030          SEP2000             ($0.01)
 50299640                        8.125        $288,150.00          $287,580.68         $287,580.68         07/01/2000
 FULTON, KEITH W                              05/31/2000           360                 Primary Residence   Purchase
 1316 CROCKER STREET                          Standard             N                   09/01/2000          74.9902
 HOUSTON                    TX   77019-0000   $2,139.51            06/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50321000                        8.750        $388,000.00          $387,551.91         $387,551.91         08/01/2000
 ROSEME, JEFFREY T                            06/15/2000           360                 Second Home         Purchase
 5528 CENTRAL AVENUE #2ND FLOOR               Standard             N                   09/01/2000          80
 OCEAN CITY                 NJ   08226-0000   $3,052.40            07/01/2030          SEP2000             $0.00
 50321700                        8.500        $266,000.00          $265,838.86         $265,838.86         09/01/2000
 SINGER, STEPHEN G                            07/14/2000           360                 Primary Residence   Purchase
 293 N MOUNTAIN AVENUE                        VIP Relocation       N                   09/01/2000          62.4413
 UPPER MONTCLAIR            NJ   07043-0000   $2,045.31            08/01/2030          SEP2000             $0.00
 50322450                        8.875        $196,000.00          $184,256.11         $180,668.47         08/01/2000
 WILSON, LINDSAY                              06/28/2000           360                 Primary Residence   Purchase
 105C WILDERNEST COURT                        Standard             N                   09/01/2000          70.5036
 SILVERTHORNE               CO   80498-0000   $1,559.47            07/01/2030          SEP2000             $11,523.30

 50323510                        8.750        $295,000.00          $294,830.27         $294,830.27         09/01/2000
 CRAVEN, MICHAEL                              07/20/2000           360                 Primary Residence   Refinance
 2950 ALLEN ROAD                              Standard             N                   09/01/2000          74.6835
 ORTONVILLE                 MI   48462-0000   $2,320.77            08/01/2030          SEP2000             $0.00
 50325310                        9.000        $329,400.00          $327,038.79         $327,038.79         08/01/2000
 CORSON, GREG A                               07/07/2000           360                 Primary Residence   Purchase
 221 PISCASSIC ROAD                           Standard             N                   09/01/2000          79.5366
 NEWFIELDS                  NH   03856-0000   $2,650.43            07/01/2030          SEP2000             $2,000.00
 50339310                        7.750        $257,100.00          $256,735.91         $256,735.91         08/01/2000
 SEYMOUR, ROBERT L                            06/09/2000           360                 Primary Residence   Purchase
 1218 HACKNEY COURT                           Relocation           N                   09/01/2000          79.9876
 SOUTH LYON                 MI   48178-0000   $1,841.90            07/01/2030          SEP2000             ($0.01)

 50341550                        8.500        $267,800.00          $265,671.05         $265,671.05         06/01/2000
 REALINI, WALLACE R                           04/27/2000           240                 Primary Residence   Refinance
 15375 SAVERNE CIR                            Standard             N                   09/01/2000          67.7975
 IRVINE                     CA   92714-0000   $2,324.04            05/01/2020          SEP2000             $402.22
 50343760                        8.500        $308,700.00          $308,134.97         $308,134.97         07/01/2000
 SPERBER, DAVID A                             05/26/2000           360                 Second Home         Purchase
 11790 E BIG COTTONWOOD CANYON ROAD #309      Standard             N                   09/01/2000          79.9948
 SALT LAKE CITY             UT   84121-0000   $2,373.64            06/01/2030          SEP2000             $0.00
 50345940                        8.625        $275,000.00          $274,411.79         $274,411.79         07/01/2000
 ADAMS, JOHN J                                05/25/2000           360                 Primary Residence   Refinance
 36 FULLER POND ROAD                          Standard             N                   09/01/2000          74.7283
 MIDDLETON                  MA   01949-2373   $2,138.93            06/01/2030          SEP2000             $97.60

 50356410                        7.750        $350,000.00          $349,504.34         $349,504.34         08/01/2000
 KENNEDY, ALAN W                              06/15/2000           360                 Primary Residence   Purchase
 47183 SUNNYBROOK LANE                        Select               N                   09/01/2000          54.2636
 NOVI                       MI   48374-0000   $2,507.45            07/01/2030          SEP2000             $0.00
 50361530                        8.375        $295,200.00          $293,135.19         $292,437.29         07/01/2000
 GALLAGHER, GARY P                            05/12/2000           360                 Primary Residence   Purchase
 148 CAMINO DEL SOL                           Standard             N                   10/01/2000          80
 VALLEJO                    CA   94591-6443   $2,243.74            06/01/2030          SEP2000             $1,510.49
 50362260                        7.875        $315,000.00          $314,565.01         $314,565.01         08/01/2000
 NICHOLS, PAUL W                              06/12/2000           360                 Primary Residence   Purchase
 605 COX COURT                                Standard             N                   09/01/2000          75
 BELLVUE                    CO   80512-0000   $2,283.97            07/01/2030          SEP2000             $0.00

 50366140                        7.875        $360,000.00          $359,502.87         $359,502.87         08/01/2000
 LE MARE, JOHN                                06/16/2000           360                 Primary Residence   Purchase
 3 SYCAMORE LANE                              Standard             N                   09/01/2000          80
 AMBLER                     PA   19002-0000   $2,610.25            07/01/2030          SEP2000             $0.00
 50368120                        7.625        $342,000.00          $341,252.67         $341,252.67         07/01/2000
 ADAMS, STEVEN A                              05/23/2000           360                 Primary Residence   Purchase
 20695 VIA BELARMINO                          Standard             N                   09/01/2000          95
 YORBA LINDA                CA   92887-0000   $2,420.66            06/01/2030          SEP2000             $0.00
 50370840                        7.625        $395,000.00          $394,136.87         $394,136.87         08/01/2000
 KOSS, DEREK STUART                           06/23/2000           360                 Primary Residence   Purchase
 89 ADDIS DRIVE                               Standard             N                   09/01/2000          71.9276
 CHURCHVILLE                PA   18966-0000   $2,795.79            07/01/2030          SEP2000             $289.53

 50373860                        8.750        $341,250.00          $340,191.38         $340,191.38         08/01/2000
 THOMAS, CARLEEN E                            06/07/2000           240                 Primary Residence   Refinance
 4431 MAJOR AVENUE                            Standard             N                   09/01/2000          75
 WATERFORD                  MI   48329-0000   $3,015.67            07/01/2020          SEP2000             $0.00
 50373870                        8.375        $361,000.00          $360,322.12         $360,322.12         07/01/2000
 MCCRACKEN, BRENT L                           05/30/2000           360                 Primary Residence   Refinance
 20671 DEODAR DRIVE                           Standard             N                   09/01/2000          79.3407
 YORBA LINDA                CA   92886-3169   $2,743.87            06/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50375850                        8.125        $316,000.00          $315,585.16         $315,585.16         08/01/2000
 MORRIS, VICKY B                              06/15/2000           360                 Primary Residence   Purchase
 4405 CYNTHIA STREET                          Standard             N                   09/01/2000          80
 BELLAIRE                   TX   77401-0000   $2,346.30            07/01/2030          SEP2000             $0.01
 50376570                        8.250        $500,000.00          $499,360.13         $499,036.89         08/01/2000
 FAMIGLIETTI, PETER J                         06/16/2000           360                 Primary Residence   Purchase
 28 WINTERBERRY ROAD                          Standard             N                   10/01/2000          52.6316
 DEEP RIVER                 CT   06417-0000   $3,756.34            07/01/2030          SEP2000             $0.00
 50378000                        8.125        $358,450.00          $357,979.45         $357,979.45         08/01/2000
 MILLIGAN, KATHLEEN M                         06/09/2000           360                 Primary Residence   Purchase
 135 PARK AVENUE                              Standard             N                   09/01/2000          79.9933
 VERONA                     NJ   07044-0000   $2,661.49            07/01/2030          SEP2000             ($0.01)

 50378260                        7.750        $285,000.00          $284,596.39         $284,596.39         08/01/2000
 WALKER, JOHN H                               06/05/2000           360                 Primary Residence   Purchase
 7616 PARK PATH DRIVE                         Relocation           Y                   09/01/2000          71.7884
 HUNTINGTON BEACH           CA   92648-0000   $2,041.78            07/01/2030          SEP2000             $0.00
 50379120                        7.875        $305,000.00          $304,578.80         $304,578.80         08/01/2000
 CHESLEY, JOSEPH A                            06/15/2000           360                 Primary Residence   Purchase
 5485 WOODFIELD PKWY                          Relocation           N                   09/01/2000          83.5616
 GRAND BLANC                MI   48439-0000   $2,211.47            07/01/2030          SEP2000             $0.01
 50383580                        8.250        $380,000.00          $379,513.69         $379,513.69         08/01/2000
 KIEFER, HERBERT J                            06/27/2000           360                 Primary Residence   Purchase
 21898 PICADILLY CIRCLE                       Select               N                   09/01/2000          60.3175
 NOVI                       MI   48375-0000   $2,854.82            07/01/2030          SEP2000             $0.00

 50384100                        8.500        $268,400.00          $268,237.40         $268,237.40         09/01/2000
 PASSOS, VALDEMIR                             07/28/2000           360                 Primary Residence   Purchase
 5611 VIA DE LA PLATA CIRCLE                  Standard             N                   09/01/2000          89.9943
 DELRAY BEACH               FL   33484-0000   $2,063.77            08/01/2030          SEP2000             $0.00
 50384430                        8.375        $340,200.00          $339,775.61         $339,561.19         08/01/2000
 MORTNER, JEFFREY P                           06/09/2000           360                 Second Home         Purchase
 297 MULLIGAN ST                              Standard             N                   10/01/2000          90
 FRASER                     CO   80442-0000   $2,585.77            07/01/2030          SEP2000             $0.00
 50385940                        8.375        $547,900.00          $547,216.52         $547,216.52         08/01/2000
 HERCULES, JANET Y                            06/13/2000           360                 Primary Residence   Purchase
 6000 HACKBERRY COURT                         Relocation           N                   09/01/2000          79.9971
 FRISCO                     TX   75034-0000   $4,164.44            07/01/2030          SEP2000             ($0.01)

 50387020                        8.250        $641,105.00          $639,315.54         $639,315.54         07/01/2000
 FINNEGAN, DON L                              05/22/2000           360                 Primary Residence   Purchase
 9 OCEANAIRE DRIVE                            Select               N                   09/01/2000          77.856
 RANCHO PALOS VERDES        CA   90275-0000   $4,816.41            06/01/2030          SEP2000             $554.57
 50388440                        7.875        $271,450.00          $271,075.13         $271,075.13         08/01/2000
 VALENCIA, WAYNE W                            06/27/2000           360                 Primary Residence   Purchase
 3612 241ST AVENUE SOUTHEAST                  Standard             N                   09/01/2000          66.0462
 ISSAQUAH                   WA   98029-0000   $1,968.21            07/01/2030          SEP2000             $0.01
 50389460                        8.625        $375,000.00          $374,555.59         $374,555.59         08/01/2000
 FALLOT, JOHN N                               06/24/2000           360                 Second Home         Purchase
 18705 GLACIER TRAIL                          Select               N                   09/01/2000          74.2574
 HILLMAN                    MI   49746-0000   $2,916.72            07/01/2030          SEP2000             $0.00

 50389510                        7.750        $480,000.00          $479,320.25         $478,977.08         08/01/2000
 PLESHKO, DANIEL                              06/09/2000           360                 Primary Residence   Purchase
 6529 RIVERHILL DRIVE                         Standard             N                   10/01/2000          67.8389
 PLANO                      TX   75075-0000   $3,438.78            07/01/2030          SEP2000             $0.00
 50390620                        8.125        $650,000.00          $649,574.80         $649,574.80         09/01/2000
 ASHLEY, WILLIAM J                            07/12/2000           360                 Primary Residence   Purchase
 5119 LONGVUE DRIVE                           Standard             N                   09/01/2000          67.3575
 FRISCO                     TX   75034-0000   $4,826.24            08/01/2030          SEP2000             $0.00
 50390660                        8.000        $350,400.00          $349,928.19         $349,928.19         08/01/2000
 MAZZARELLA, JOSEPH J                         06/30/2000           360                 Primary Residence   Purchase
 100 SILVERSTONE LANE                         Standard             N                   09/01/2000          80
 GEORGETOWN                 TX   78628-0000   $2,571.12            07/01/2030          SEP2000             $0.00

 50392420                        9.000        $252,700.00          $252,282.76         $252,282.76         07/01/2000
 GUILLOTTE, SALVADORE                         05/23/2000           360                 Primary Residence   Refinance
 4405 SAN ANDERAS AVENUE                      Standard             N                   09/01/2000          72.2
 LOS ANGELES                CA   90065-0000   $2,033.29            06/01/2030          OCT2000             $0.01
 50394750                        7.875        $330,000.00          $329,772.70         $329,772.70         09/01/2000
 ROSINGANA, MICHAEL A                         07/28/2000           360                 Primary Residence   Purchase
 2666 PEBBLE BEACH DR                         Standard             N                   09/01/2000          62.6305
 OAKLAND TOWNSHIP           MI   48363-0000   $2,392.73            08/01/2030          SEP2000             $0.20



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50395940                        8.375        $285,000.00          $284,362.76         $284,362.76         07/01/2000
 HARTMAN, WILLIAM M                           05/15/2000           360                 Primary Residence   Refinance
 50 CREST WAY                                 Standard             N                   09/01/2000          57
 PENNGROVE                  CA   94951-0000   $2,166.21            06/01/2030          SEP2000             $102.08
 50396950                        8.750        $321,500.00          $321,128.69         $321,128.69         08/01/2000
 COMER, MARK                                  06/14/2000           360                 Second Home         Purchase
 11790 E BIG COTTONWOOD CANYON ROAD           Standard             N                   09/01/2000          79.995
 SALT LAKE CITY             UT   84121-0000   $2,529.25            07/01/2030          SEP2000             $0.00
 50396980                        8.500        $400,000.00          $399,513.63         $399,513.63         08/01/2000
 WALSH, JAMES F                               06/29/2000           360                 Primary Residence   Purchase
 64 SURREY LANE                               Standard             N                   09/01/2000          59.0406
 BOXFORD                    MA   01921-0000   $3,075.66            07/01/2030          SEP2000             $0.00

 50398810                        8.875        $272,650.00          $272,234.68         $271,970.28         08/01/2000
 MCLAUGHLIN, JOHN R                           06/12/2000           360                 Primary Residence   Purchase
 11932 KEATING DRIVE                          Standard             N                   10/01/2000          95
 TAMPA                      FL   33626-0000   $2,169.33            07/01/2030          SEP2000             $108.48
 50399830                        8.750        $380,000.00          $379,339.29         $379,339.29         07/01/2000
 TANJI, GILBERT DEAN                          05/22/2000           360                 Primary Residence   Refinance
 1431 FOOTHILL BLVD                           Standard             N                   09/01/2000          61.2903
 SANTA ANA                  CA   92705-0000   $2,989.47            06/01/2030          SEP2000             $0.01
 50400460                        8.625        $348,700.00          $348,077.91         $348,077.91         07/01/2000
 RICE, WILLIAM E                              05/30/2000           360                 Second Home         Purchase
 11790 E BIG COTTONWOOD CANYON ROAD #311      Standard             N                   09/01/2000          79.9954
 SALT LAKE CITY             UT   84121-0000   $2,712.16            06/01/2030          SEP2000             $0.00

 50403360                        8.125        $360,000.00          $359,527.43         $359,527.43         08/01/2000
 MANSFIELD, GRANT                             06/30/2000           360                 Primary Residence   Purchase
 14 PENNOCK ROAD                              VIP Relocation       N                   09/01/2000          80
 ASHLAND                    MA   01721-0000   $2,672.99            07/01/2030          SEP2000             $0.00
 50405820                        8.250        $492,000.00          $492,000.00         $492,000.00         10/01/2000
 RINKUS, JEFFREY                              08/02/2000           360                 Primary Residence   Purchase
 43 FRANKLIN LANE                             VIP Relocation       Y                   09/01/2000          80
 KINNELON                   NJ   07405-3210   $3,696.24            09/01/2030          SEP2000             $0.00
 50408110                        8.000        $367,600.00          $367,105.05         $366,855.10         08/01/2000
 LEE, A P                                     06/28/2000           360                 Primary Residence   Purchase
 7869 BISCAYNE                                Select               N                   10/01/2000          80
 WHITE LAKE                 MI   48386-0000   $2,697.32            07/01/2030          SEP2000             $0.00

 50408500                        8.500        $340,000.00          $339,586.58         $339,586.58         08/01/2000
 DELUCA, JOSEPH C                             06/20/2000           360                 Primary Residence   Purchase
 542 HIGHLAND AVENUE                          Relocation           N                   09/01/2000          80
 UPPER MONTCLAIR            NJ   07043-0000   $2,614.31            07/01/2030          SEP2000             $0.01
 50409250                        8.000        $400,000.00          $399,461.43         $399,461.43         08/01/2000
 HARRIS, RICHARD R                            06/26/2000           360                 Primary Residence   Purchase
 17189 TALL PINES COURT                       Select               N                   09/01/2000          80
 NORTHVILLE                 MI   48167-0000   $2,935.06            07/01/2030          SEP2000             ($0.01)
 50409560                        8.875        $400,000.00          $399,549.84         $399,549.84         08/01/2000
 PETRUCELLI, FILOMENA M                       06/27/2000           360                 Primary Residence   Purchase
 6051 N OCEAN DRIVE #1104                     Standard             N                   09/01/2000          79.2079
 HOLLYWOOD                  FL   33019-0000   $3,182.58            07/01/2030          SEP2000             $0.01

 50409830                        8.750        $1,000,000.00        $999,424.66         $999,424.66         09/01/2000
 DANISH, RIZWAN                               07/14/2000           360                 Primary Residence   Purchase
 293 WILSHIRE DRIVE                           Standard             N                   09/01/2000          59.7015
 BLOOMFIELD HILLS           MI   48302-0000   $7,867.01            08/01/2030          SEP2000             $0.00
 50413130                        8.500        $639,200.00          $638,422.79         $638,030.05         08/01/2000
 ARONSKY, MICHAEL ALLAN                       06/27/2000           360                 Primary Residence   Purchase
 219 LADBROKE ROAD                            Relocation           N                   10/01/2000          80
 BRYN MAWR                  PA   19010-0000   $4,914.90            07/01/2030          SEP2000             $0.00
 50417010                        8.500        $378,500.00          $378,270.70         $378,270.70         09/01/2000
 PICKETT, ROBERT E                            07/07/2000           360                 Primary Residence   Purchase
 2 KNOBB HILL                                 Standard             N                   09/01/2000          74.9505
 NEWBURY                    MA   01951-0000   $2,910.34            08/01/2030          SEP2000             $0.00

 50417370                        8.750        $605,000.00          $604,301.30         $604,301.30         08/01/2000
 CALLAHAN, THOMAS E                           06/30/2000           360                 Second Home         Purchase
 5 SUNFLOWER CIRCLE                           Standard             N                   09/01/2000          49.5902
 KEYSTONE                   CO   80435-0000   $4,759.54            07/01/2030          SEP2000             $0.00
 50418590                        8.250        $332,400.00          $331,974.60         $331,759.71         08/01/2000
 GARNER, STEVEN D                             06/21/2000           360                 Primary Residence   Purchase
 1519 LEABROOK COVE                           Standard             Y                   10/01/2000          94.9986
 WHEATON                    IL   60187-7251   $2,497.22            07/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50420090                        9.625        $378,000.00          $377,636.37         $377,636.37         08/01/2000
 MANDAL, ALOKE K                              06/28/2000           360                 Primary Residence   Purchase
 234 HOLLY ROAD                               Standard             N                   09/01/2000          90
 HOPKINS                    MN   55343-8516   $3,212.96            07/01/2030          SEP2000             $0.01
 50420450                        8.125        $355,000.00          $354,533.98         $354,533.98         08/01/2000
 GAUTSCHE, ROBERT I                           06/26/2000           360                 Primary Residence   Purchase
 18990 E LAKE DRIVE                           VIP Relocation       Y                   09/01/2000          69.5901
 AURORA                     CO   80016-0000   $2,635.87            07/01/2030          SEP2000             $0.00
 50420530                        8.500        $297,928.00          $297,747.51         $297,565.74         09/01/2000
 GUNDRY, DONALD R                             07/18/2000           360                 Second Home         Purchase
 18 LAKEWAY CIRCLE                            Standard             N                   10/01/2000          80
 WEAVERVILLE                NC   28787-0000   $2,290.81            08/01/2030          SEP2000             $0.01

 50420760                        9.500        $180,900.00          $180,811.02         $180,811.02         09/01/2000
 STENTIFORD, SUSAN P                          07/12/2000           360                 Primary Residence   Purchase
 5 DEER RUN                                   Stated Income        N                   09/01/2000          75
 EAST HADDAM                CT   06423-0000   $1,521.11            08/01/2030          SEP2000             $0.00
 50421170                        8.750        $315,000.00          $309,617.97         $309,617.97         08/01/2000
 JOHNSON, WILLIAM R R.                        06/30/2000           360                 Primary Residence   Purchase
 7553 ALPINE WAY                              Standard             N                   09/01/2000          90
 LOS ANGELES                CA   91042-0000   $2,478.11            07/01/2030          SEP2000             $5,018.24
 50421510                        8.500        $334,200.00          $334,200.00         $334,200.00         10/01/2000
 NAYAK, SANJAY K                              08/31/2000           360                 Primary Residence   Purchase
 102 SIERRAWOOD AVENUE                        Standard             N                   09/01/2000          79.9933
 HAYWARD                    CA   94544-0000   $2,569.71            09/01/2030          SEP2000             $0.00

 50421990                        9.000        $293,150.00          $292,828.53         $292,828.53         08/01/2000
 PATEL, SUNIL                                 06/29/2000           360                 Primary Residence   Purchase
 6130 WHITETAIL DRIVE                         Standard             N                   09/01/2000          84.9957
 COOPERSBURG                PA   18036-0000   $2,358.76            07/01/2030          SEP2000             $0.00
 50422680                        8.750        $299,000.00          $298,654.68         $298,654.68         08/01/2000
 EVANS, JOHANNES C                            06/09/2000           360                 Second Home         Purchase
 209 HIGHLAND HOUSE                           Standard             N                   09/01/2000          89.1207
 SNOWSHOE                   WV   26209-0000   $2,352.24            07/01/2030          SEP2000             $0.00
 50423640                        8.750        $290,000.00          $286,811.27         $286,811.27         09/01/2000
 POLICASTRO, MICHAEL F                        07/26/2000           360                 Primary Residence   Purchase
 76 N COLONIAL DRIVE                          Standard             N                   09/01/2000          53.7037
 HARRINGTON PARK            NJ   07640-0000   $2,281.44            08/01/2030          SEP2000             $3,021.87

 50423790                        8.000        $282,000.00          $281,620.30         $281,620.30         08/01/2000
 LANCE, DONNISE R                             06/19/2000           360                 Primary Residence   Purchase
 2101 S AIR DEPOT BLVD                        Select               N                   09/01/2000          80
 EDMOND                     OK   73013-8658   $2,069.22            07/01/2030          SEP2000             $0.00
 50426550                        8.250        $314,900.00          $314,699.20         $314,699.20         09/01/2000
 PULLEY, RONALD L                             07/31/2000           360                 Primary Residence   Purchase
 7 CALLE ALMEJA                               Stated Income        N                   09/01/2000          79.9972
 SAN CLEMENTE               CA   92673-0000   $2,365.74            08/01/2030          SEP2000             $0.00
 50426670                        8.625        $288,000.00          $284,952.56         $284,952.56         08/01/2000
 MYERS, BRADLEY D                             06/23/2000           360                 Primary Residence   Purchase
 110 GROTON ROAD                              Standard             N                   09/01/2000          80
 WESTFORD                   MA   01886-0000   $2,240.04            07/01/2030          SEP2000             $2,706.14

 50428070                        8.750        $279,200.00          $278,714.56         $278,714.56         07/01/2000
 KOCHMAN, KURT                                05/26/2000           360                 Primary Residence   Purchase
 4321 NEOSHO AVENUE                           Standard             N                   09/01/2000          80
 LOS ANGELES                CA   90066-6131   $2,196.47            06/01/2030          SEP2000             $0.01
 50428420                        8.875        $276,400.00          $276,088.93         $275,931.67         08/01/2000
 THOMPSON, JONATHAN S                         06/12/2000           360                 Second Home         Purchase
 309 HIGHLAND HOUSE                           Standard             N                   10/01/2000          80
 SNOWSHOE                   WV   26209-0000   $2,199.17            07/01/2030          SEP2000             $0.00
 50432410                        8.875        $268,000.00          $267,849.75         $267,849.75         09/01/2000
 ERICKSON, KATHLEEN L                         07/28/2000           360                 Primary Residence   Purchase
 341 BEACON STREET #1C                        Standard             N                   09/01/2000          80
 BOSTON                     MA   02115-0000   $2,132.33            08/01/2030          SEP2000             $0.00

 50432740                        8.500        $400,000.00          $399,464.77         $399,194.31         08/01/2000
 MC GEE, DAVID W                              06/16/2000           360                 Primary Residence   Purchase
 9 LITTLE POND ROAD                           Relocation           N                   10/01/2000          69.5652
 NORTHBOROUGH               MA   01532-1684   $3,075.66            07/01/2030          SEP2000             $48.86
 50435660                        8.000        $263,500.00          $263,323.20         $263,323.20         09/01/2000
 COWLEY, PETER A                              07/31/2000           360                 Primary Residence   Purchase
 31900 MISSION LANE                           Standard             N                   09/01/2000          61.2791
 EVERGREEN                  CO   80439-0000   $1,933.47            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50438140                        9.125        $95,000.00           $94,899.44          $94,899.44          09/01/2000
 JASIENSKI, ROBERT G.                         07/10/2000           360                 Primary Residence   Purchase
 37 LAKE DRIVE                                Stated Income        N                   09/01/2000          67.9056
 ROOSEVELT BORO             NJ   08555-0000   $772.96              08/01/2030          SEP2000             $50.00
 50438820                        8.375        $276,000.00          $275,651.29         $275,651.29         08/01/2000
 ORDUBEGIAN, ARAM                             06/14/2000           360                 Primary Residence   Purchase
 3949 MAYFIELD AVENUE                         Standard             N                   09/01/2000          80
 GLENDALE                   CA   91214-2368   $2,097.80            07/01/2030          SEP2000             $4.41
 50441420                        8.750        $286,000.00          $285,466.22         $285,466.22         08/01/2000
 JOHNSON, ROY E                               06/28/2000           300                 Primary Residence   Refinance
 17707 DOCTOR WALLING ROAD                    Standard             N                   09/01/2000          78.3562
 POOLESVILLE                MD   20837-0000   $2,351.34            07/01/2025          SEP2000             ($0.01)

 50441470                        9.000        $307,500.00          $307,162.80         $307,162.80         08/01/2000
 BREEDING, AVERY N                            06/26/2000           360                 Primary Residence   Refinance
 909 CONSTANCE DRIVE                          Standard             N                   09/01/2000          75
 WILMINGTON                 DE   19808-0000   $2,474.22            07/01/2030          SEP2000             $0.00
 50442940                        8.375        $296,000.00          $295,816.01         $295,816.01         09/01/2000
 BLACK, KURT A                                07/07/2000           360                 Primary Residence   Purchase
 7 TIMBER FARE DRIVE                          Relocation           N                   09/01/2000          74.9367
 SPRING HOUSE               PA   19477-0000   $2,249.82            08/01/2030          SEP2000             $0.00
 50444310                        8.125        $375,000.00          $374,654.69         $374,654.69         09/01/2000
 WOLF, CHRIS A                                07/13/2000           360                 Primary Residence   Purchase
 1612 BYRON NELSON                            Super Select         N                   09/01/2000          52.5028
 SOUTHLAKE                  TX   76092-0000   $2,784.37            08/01/2030          SEP2000             $100.00

 50449230                        8.375        $400,000.00          $399,501.02         $399,501.02         08/01/2000
 DOUGHERTY, DENNIS G                          06/28/2000           360                 Primary Residence   Purchase
 9625 DEER TRACK COURT                        Super Select         N                   09/01/2000          64.8482
 BRENTWOOD                  TN   37027-0000   $3,040.29            07/01/2030          SEP2000             $0.00
 50449660                        8.750        $405,600.00          $405,131.58         $405,131.58         08/01/2000
 WIESE, L DENNIS                              06/12/2000           360                 Primary Residence   Purchase
 120 BOTANICAL CIRCLE                         Select               N                   09/01/2000          80
 ANCHORAGE                  AK   99516-0000   $3,190.86            07/01/2030          SEP2000             $0.00
 50453770                        8.250        $411,200.00          $410,673.78         $410,673.78         08/01/2000
 GLASS, JOEY E                                06/27/2000           360                 Primary Residence   Purchase
 981 PATRICIAN COURT                          Standard             N                   09/01/2000          80
 FAIRVIEW                   TX   75069-0000   $3,089.21            07/01/2030          SEP2000             $0.00

 50453870                        8.250        $315,850.00          $315,284.62         $315,284.62         08/01/2000
 LENAHAN, LARRY M                             06/26/2000           360                 Second Home         Purchase
 164 COPPER ROAD #309                         Standard             N                   09/01/2000          79.9823
 COPPER MOUNTAIN            CO   80443-0000   $2,372.88            07/01/2030          SEP2000             $161.17
 50456290                        8.750        $382,830.00          $381,795.28         $381,795.28         09/01/2000
 JOSHI, MEHUL                                 08/01/2000           360                 Primary Residence   Purchase
 19 MCPHERSON DRIVE                           Standard             N                   09/01/2000          79.9996
 FLEMINGTON                 NJ   08822-0000   $3,011.73            08/01/2030          SEP2000             $814.46
 50456690                        8.000        $342,300.00          $342,070.32         $342,070.32         09/01/2000
 PESONEN, LINDA M                             07/28/2000           360                 Primary Residence   Purchase
 11821 DEER CREEK CIRCLE                      Select               N                   09/01/2000          79.9953
 PLYMOUTH                   MI   48170-2824   $2,511.68            08/01/2030          SEP2000             $0.00

 50458170                        8.875        $899,000.00          $897,988.28         $897,988.28         08/01/2000
 AUFIERO, JEANINE                             06/26/2000           360                 Primary Residence   Purchase
 16 EAST GATE ROAD                            Stated Income        N                   09/01/2000          59.9333
 LLOYD HARBOR               NY   11743-0000   $7,152.85            07/01/2030          SEP2000             $0.00
 50459200                        8.875        $400,000.00          $399,775.75         $400,000.00         09/01/2000
 THOMPSON, SALLY P                            07/14/2000           360                 Primary Residence   Purchase
 26 WALDRON STREET                            Standard             N                   08/01/2000          44.6927
 MARBLEHEAD                 MA   01945-0000   $3,182.58            08/01/2030          SEP2000             $0.00
 50459290                        9.000        $416,000.00          $415,543.82         $415,543.82         08/01/2000
 RYAN, THOMAS J                               06/09/2000           360                 Primary Residence   Purchase
 10385 NW 69TH MANOR                          Standard             N                   09/01/2000          80
 PARKLAND                   FL   33076-6751   $3,347.24            07/01/2030          SEP2000             $0.00

 50461040                        9.000        $320,000.00          $319,649.09         $319,471.66         08/01/2000
 WHITTEMORE, ANTHONY R                        06/13/2000           360                 Primary Residence   Purchase
 4061 AMHERST AVENUE                          Standard             N                   10/01/2000          38.7879
 DALLAS                     TX   75225-0000   $2,574.80            07/01/2030          SEP2000             $0.00
 50461060                        8.625        $450,000.00          $429,466.73         $429,053.46         08/01/2000
 HEARN, JIM A                                 06/23/2000           360                 Primary Residence   Refinance
 302 PARK LAUREATE DRIVE                      Standard             N                   10/01/2000          45.6853
 HOUSTON                    TX   77024-0000   $3,500.06            07/01/2030          SEP2000             $19,999.99



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50462470                        8.500        $389,200.00          $388,640.45         $388,640.45         08/01/2000
 BENNETT, ROBERT W                            06/29/2000           360                 Primary Residence   Purchase
 4414 SOUTH FOOTHILL DRIVE                    Standard             N                   09/01/2000          80
 BOUNTIFUL                  UT   84040-0000   $2,992.62            07/01/2030          SEP2000             $86.31
 50463300                        8.375        $300,000.00          $299,625.76         $299,625.76         08/01/2000
 POWERS, RANDALL K K.                         06/09/2000           360                 Primary Residence   Refinance
 911 GLENDALE LN                              Standard             N                   09/01/2000          72.2892
 NASHVILLE                  TN   37204-4229   $2,280.22            07/01/2030          SEP2000             $0.00
 50463520                        8.625        $319,200.00          $318,821.19         $318,821.19         08/01/2000
 SCHABER, CHRISTOPHER J                       06/30/2000           360                 Primary Residence   Purchase
 40 SOUTH HOCKEY DRIVE                        Standard             N                   09/01/2000          80
 MANSFIELD TOWNSHIP         NJ   08022-0000   $2,482.71            07/01/2030          SEP2000             $0.54

 50463640                        8.375        $351,900.00          $351,681.27         $351,681.27         09/01/2000
 PARKISON, GARY A                             07/26/2000           360                 Second Home         Purchase
 164 COPPER ROAD #314                         Standard             N                   09/01/2000          79.9955
 COPPER MOUNTAIN            CO   80443-0000   $2,674.70            08/01/2030          SEP2000             $0.00
 50464070                        8.125        $348,000.00          $347,543.16         $347,543.16         08/01/2000
 CURREY, BRIAN S                              06/30/2000           360                 Second Home         Purchase
 222 PERIMETER ROAD SOUTH                     Standard             N                   09/01/2000          80
 SEELEY LAKE                MT   59868-0000   $2,583.90            07/01/2030          SEP2000             $0.00
 50464360                        8.000        $357,500.00          $356,887.48         $356,887.48         08/01/2000
 FREI, MICHAEL BERNARD                        06/30/2000           360                 Primary Residence   Refinance
 46-150 YACHT CLUB PL                         Streamline           N                   09/01/2000          65
 KANEOHE                    HI   96744-3636   $2,623.21            07/01/2030          SEP2000             $131.17

 50465730                        8.375        $400,000.00          $399,751.38         $399,751.38         09/01/2000
 DE VOE, MARILYN J                            07/12/2000           360                 Primary Residence   Purchase
 1512 BYRON NELSON PARKWAY                    Relocation           N                   09/01/2000          61.0459
 SOUTHLAKE                  TX   76092-0000   $3,040.29            08/01/2030          SEP2000             $0.00
 50465840                        8.000        $289,000.00          $288,806.09         $288,806.09         09/01/2000
 FREEMAN, RHONDA L                            07/07/2000           360                 Primary Residence   Purchase
 3857 KOSSUTH                                 Select               N                   09/01/2000          79.9639
 LAKE ORION                 MI   48360-0000   $2,120.58            08/01/2030          SEP2000             $0.00
 50466240                        8.250        $383,750.00          $383,258.90         $383,010.81         08/01/2000
 GIBSON, DONALD E                             06/15/2000           360                 Primary Residence   Purchase
 94 CIRCLE COURT                              Standard             N                   10/01/2000          79.9941
 MISSION VIEJO              CA   92692-0000   $2,882.99            07/01/2030          SEP2000             $0.00

 50468880                        8.625        $397,000.00          $396,765.61         $396,765.61         09/01/2000
 WINZ, STEFAN                                 07/31/2000           360                 Primary Residence   Purchase
 48  VILLAGE ROAD                             Standard             N                   09/01/2000          74.9057
 FLORHAM PARK               NJ   07932-0000   $3,087.83            08/01/2030          SEP2000             $0.00
 50469940                        8.875        $400,000.00          $399,775.75         $399,775.75         09/01/2000
 POE, FRED J                                  07/17/2000           360                 Second Home         Refinance
 3872 IRIS DR                                 Select               N                   09/01/2000          80
 EAST TAWAS                 MI   48730-0000   $3,182.58            08/01/2030          SEP2000             $0.00
 50470500                        8.500        $316,800.00          $316,414.80         $316,414.80         08/01/2000
 COLLIER, GARY W                              06/27/2000           360                 Primary Residence   Purchase
 789 WEST KENILWORTH AVE                      Standard             N                   09/01/2000          80
 PALATINE                   IL   60067-6033   $2,435.92            07/01/2030          SEP2000             $0.00

 50472890                        8.875        $400,000.00          $399,775.75         $399,775.75         09/01/2000
 STOICO, RICHARD F                            07/17/2000           360                 Second Home         Purchase
 24 PATRICIAN SHORES                          Standard             N                   09/01/2000          67.2269
 MEREDITH                   NH   03253-0000   $3,182.58            08/01/2030          SEP2000             $0.00
 50473360                        8.875        $310,500.00          $309,949.09         $309,949.09         08/01/2000
 GAVAGHAN, COLLEEN B                          06/29/2000           360                 Primary Residence   Purchase
 1353 PLAYERS CLUB CIRCLE                     Standard             N                   09/01/2000          90
 GULF BREEZE                FL   32561-0000   $2,470.48            07/01/2030          SEP2000             $201.48
 50474150                        9.000        $368,000.00          $367,596.45         $367,596.45         08/01/2000
 SCHMIDT, EDWARD B                            06/23/2000           360                 Primary Residence   Purchase
 234 MUIR RD                                  Standard             N                   09/01/2000          80
 GROSSE POINTE FARMS        MI   48236-0000   $2,961.02            07/01/2030          SEP2000             $0.00

 50475140                        8.000        $270,000.00          $269,636.45         $269,636.45         08/01/2000
 REAVES, DAVID S                              06/29/2000           360                 Primary Residence   Purchase
 735 OLD HUNT WAY                             VIP Relocation       N                   09/01/2000          68.4411
 HERNDON                    VA   20170-0000   $1,981.17            07/01/2030          SEP2000             $0.00
 50475550                        7.875        $284,000.00          $283,607.82         $283,607.82         08/01/2000
 CUSTODIO, JOE D                              07/06/2000           360                 Primary Residence   Purchase
 1201 MIDPINE AVENUE                          Standard             N                   09/01/2000          80
 SAN JOSE                   CA   95122-0000   $2,059.20            07/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50476040                        8.625        $276,000.00          $275,672.93         $275,672.93         08/01/2000
 BENDIX, MICHAEL L                            06/22/2000           360                 Primary Residence   Purchase
 14610 153RD STREET EAST                      Standard             N                   09/01/2000          80
 ORTING                     WA   98360-0000   $2,146.70            07/01/2030          SEP2000             $0.00
 50476810                        8.500        $340,000.00          $339,793.92         $339,793.92         09/01/2000
 STAHL, GLENN E                               07/05/2000           360                 Primary Residence   Purchase
 3127 RIDGE RD                                Standard             N                   09/01/2000          77.2727
 WHITE LAKE                 MI   48383-0000   $2,614.31            08/01/2030          SEP2000             $0.10
 50477210                        8.000        $300,000.00          $299,595.97         $299,391.98         08/01/2000
 HORMOZI, EMIL                                07/05/2000           360                 Primary Residence   Purchase
 12400 MARVA AVENUE                           Stated Income        N                   10/01/2000          80
 LOS ANGELES                CA   91344-1526   $2,201.30            07/01/2030          SEP2000             $0.08

 50477610                        8.625        $340,000.00          $339,597.08         $339,597.08         08/01/2000
 RICHARD, ANDREW                              06/30/2000           360                 Primary Residence   Purchase
 202 PEPPERBUSH LANE                          Standard             N                   09/01/2000          66.9411
 LOUISVILLE                 KY   40207-0000   $2,644.49            07/01/2030          SEP2000             $0.00
 50477820                        7.875        $297,400.00          $297,195.33         $297,195.33         09/01/2000
 GIBERT, JOHN A                               07/31/2000           360                 Primary Residence   Purchase
 29286 STILLWATER                             Select               N                   09/01/2000          79.9892
 FARMINGTON                 MI   48334-0000   $2,156.36            08/01/2030          SEP2000             $0.00
 50477870                        8.625        $586,250.00          $585,903.87         $585,903.87         09/01/2000
 PUFFER, JAMES                                07/28/2000           360                 Primary Residence   Purchase
 2432 GOLF BROOK DRIVE                        Standard             N                   09/01/2000          67
 WELLINGTON                 FL   33414-0000   $4,559.80            08/01/2030          SEP2000             $0.00

 50478000                        8.125        $274,400.00          $274,006.33         $274,006.33         08/01/2000
 LIMBECK, GREGORY A                           06/14/2000           360                 Primary Residence   Purchase
 1753 E MALLORY STREET                        Standard             N                   09/01/2000          80
 MESA                       AZ   85203-0000   $2,037.42            07/01/2030          SEP2000             $33.45
 50478500                        7.875        $288,000.00          $287,801.80         $287,801.80         09/01/2000
 FLUHRER, DERRICK A                           07/05/2000           360                 Primary Residence   Purchase
 2008 NE 211TH AVENUE                         Relocation           Y                   09/01/2000          90
 REDMOND                    WA   98053-6334   $2,088.20            08/01/2030          SEP2000             $0.00
 50478650                        8.250        $308,000.00          $307,232.37         $307,232.37         08/01/2000
 NADJAR, HOSSEIN H                            06/27/2000           360                 Primary Residence   Refinance
 5256 PARKFIELD LANE                          Select               N                   09/01/2000          80
 LA VERNE                   CA   91750-0000   $2,313.91            07/01/2030          SEP2000             $373.46

 50481610                        8.250        $547,920.00          $547,570.61         $547,570.61         09/01/2000
 DEHART, GARY G                               07/10/2000           360                 Primary Residence   Purchase
 20510 BETHELWOOD LANE                        Super Select         N                   09/01/2000          80
 CORNELIUS                  NC   28031-0000   $4,116.34            08/01/2030          SEP2000             $0.00
 50481720                        8.000        $300,000.00          $299,596.06         $299,596.06         08/01/2000
 PICKETT, MARK R                              06/30/2000           360                 Primary Residence   Purchase
 511 SW 1ST AVENUE                            Standard             N                   09/01/2000          80
 CRYSTAL RIVER              FL   34429-0000   $2,201.30            07/01/2030          SEP2000             $0.00
 50483380                        7.625        $485,500.00          $485,148.61         $485,148.61         09/01/2000
 BASTIEN, JOSEPH P                            07/12/2000           360                 Primary Residence   Purchase
 15515 RED COACH ROAD                         Relocation           N                   09/01/2000          71.5022
 EDMOND                     OK   73013-0000   $3,436.34            08/01/2030          SEP2000             $0.00

 50483620                        8.875        $291,600.00          $291,600.00         $291,436.51         10/01/2000
 MASSARO, MICHAEL A                           08/28/2000           360                 Primary Residence   Purchase
 9 HEREFORD ROAD                              Standard             N                   10/01/2000          80
 MARBLEHEAD                 MA   01945-0000   $2,320.11            09/01/2030          SEP2000             $0.00
 50484460                        8.250        $268,000.00          $267,636.96         $267,636.96         08/01/2000
 FAHEY, ALBERT J                              06/23/2000           360                 Primary Residence   Purchase
 17815 STONE RIDGE DRIVE                      Standard             N                   09/01/2000          80
 GAITHERSBURG               MD   20878-0000   $2,013.40            07/01/2030          SEP2000             $20.07
 50484940                        8.125        $281,600.00          $281,415.79         $281,415.79         09/01/2000
 TANG, ELAINE                                 07/17/2000           360                 Primary Residence   Purchase
 1963 PEACEFUL HILLS ROAD                     Standard             N                   09/01/2000          80
 WALNUT                     CA   91789-0000   $2,090.88            08/01/2030          SEP2000             $0.00

 50485330                        8.500        $281,200.00          $281,029.64         $281,029.64         09/01/2000
 ATKINS, KAREN L                              07/07/2000           360                 Primary Residence   Purchase
 130 MOUNTAIN SHOALS ROAD                     VIP Relocation       N                   09/01/2000          80
 ROSWELL                    GA   30075-0000   $2,162.19            08/01/2030          SEP2000             $0.00
 50485650                        8.625        $374,400.00          $373,887.32         $373,887.32         08/01/2000
 SANDER, JULIE A                              06/29/2000           360                 Primary Residence   Purchase
 658 GLEN EAGLES DRIVE                        Standard             N                   09/01/2000          80
 HIGHLAND                   MI   48357-4778   $2,912.05            07/01/2030          SEP2000             $68.99



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50485700                        8.250        $476,000.00          $475,390.85         $475,390.85         08/01/2000
 IWATA, WALLACE K                             06/27/2000           360                 Primary Residence   Purchase
 3225 SHELBY DRIVE                            Select               N                   09/01/2000          70
 LOS ANGELES                CA   90035-0000   $3,576.03            07/01/2030          SEP2000             $0.00
 50485940                        7.875        $690,000.00          $689,525.15         $689,525.15         09/01/2000
 ELLIS, CRAIG M                               07/12/2000           360                 Primary Residence   Purchase
 2443 SUNNYSIDE RIDGE ROAD                    VIP Relocation       N                   09/01/2000          71.875
 RANCHO PALOS VERDES        CA   90275-0000   $5,002.98            08/01/2030          SEP2000             ($0.01)
 50485980                        8.625        $349,182.00          $348,971.92         $348,971.92         09/01/2000
 BROOKS, MINTON L                             07/14/2000           360                 Primary Residence   Purchase
 3165 MARTINIQUE AVE                          Standard             N                   09/01/2000          75
 BOULDER                    CO   80301-0000   $2,715.91            08/01/2030          SEP2000             $3.92

 50486060                        8.125        $277,600.00          $277,223.49         $277,223.49         08/01/2000
 CORBELL, RORY V                              06/30/2000           360                 Primary Residence   Purchase
 2127 SUMMERLAND DRIVE                        Standard             N                   09/01/2000          80
 RICHMOND                   TX   77469-0000   $2,061.18            07/01/2030          SEP2000             $12.09
 50486910                        8.500        $291,650.00          $291,295.37         $291,295.37         08/01/2000
 LANGILLE, CHRISTOPHER T                      06/23/2000           360                 Second Home         Purchase
 409 HIGHLAND HOUSE                           Standard             N                   09/01/2000          79.9848
 SNOWSHOE                   WV   26209-0000   $2,242.54            07/01/2030          SEP2000             $0.01
 50486980                        7.875        $280,000.00          $280,000.00         $279,807.30         10/01/2000
 RUDOLPH, JESS                                08/08/2000           360                 Primary Residence   Purchase
 191 NORTH MARGINAL ROAD                      Standard             N                   10/01/2000          80
 JERICHO                    NY   11753-0000   $2,030.20            09/01/2030          SEP2000             $0.00

 50487510                        8.500        $520,000.00          $519,684.97         $519,684.97         09/01/2000
 CHONG, SAEHO                                 07/28/2000           360                 Primary Residence   Purchase
 293 RIDGEVIEW ROAD                           Standard             N                   09/01/2000          80
 PRINCETON                  NJ   08540-0000   $3,998.36            08/01/2030          SEP2000             $0.00
 50489260                        8.125        $385,000.00          $384,748.15         $384,748.15         09/01/2000
 SEASHOLTZ, ERIC L                            07/10/2000           360                 Primary Residence   Purchase
 10600 UNITY LANE                             Select               N                   09/01/2000          79.3814
 POTOMAC                    MD   20854-0000   $2,858.62            08/01/2030          SEP2000             $0.00
 50489290                        8.000        $472,000.00          $471,683.30         $471,683.30         09/01/2000
 GREEN, JAMES H                               07/19/2000           360                 Primary Residence   Purchase
 26941 GRAYSLAKE ROAD                         Select               N                   09/01/2000          80
 RANCH PALOS VERDES         CA   90275-0000   $3,463.37            08/01/2030          SEP2000             $0.00

 50491550                        8.750        $448,000.00          $447,482.62         $447,482.62         08/01/2000
 MORRIS, STEPHEN N                            07/03/2000           360                 Primary Residence   Purchase
 2578 SOUTH XENOPHON STREET                   Standard             N                   09/01/2000          80
 LAKEWOOD                   CO   80228-0000   $3,524.42            07/01/2030          SEP2000             ($0.01)
 50492600                        8.250        $396,000.00          $395,344.47         $395,344.47         08/01/2000
 CRAMER, GEORGE H                             06/16/2000           360                 Primary Residence   Purchase
 3508 HAYNIE AVENUE                           Standard             N                   09/01/2000          80
 DALLAS                     TX   75205-0000   $2,975.02            07/01/2030          SEP2000             $148.75
 50492940                        8.500        $308,000.00          $307,813.41         $307,813.41         09/01/2000
 KUBICKI, SCOTT A                             07/07/2000           360                 Primary Residence   Purchase
 3638 CHARLWOOD DRIVE                         Select               N                   09/01/2000          80
 ROCHESTER HILLS            MI   48306-0000   $2,368.26            08/01/2030          SEP2000             $0.00

 50493920                        8.250        $359,900.00          $359,670.50         $359,670.50         09/01/2000
 LAUFFER, BRAD M                              07/21/2000           360                 Primary Residence   Purchase
 7260 FOREST RIDGE CIRCLE                     Standard             N                   09/01/2000          79.9956
 CASTLE ROCK                CO   80104-0000   $2,703.81            08/01/2030          SEP2000             $0.00
 50494290                        8.125        $294,262.00          $293,875.72         $293,875.72         08/01/2000
 DUHAMEL, STANLEY THOMAS                      06/26/2000           360                 Primary Residence   Purchase
 337 BEACHWOOD LANE                           Standard             N                   09/01/2000          94.9998
 COPPELL                    TX   75019-0000   $2,184.89            07/01/2030          SEP2000             ($0.01)
 50496360                        8.375        $520,000.00          $519,351.32         $519,351.32         08/01/2000
 TORTORICH, JOSEPH P                          06/28/2000           360                 Primary Residence   Purchase
 1168 SAFETY HARBOR COVE                      Select               N                   09/01/2000          80
 OLD HICKORY                TN   37138-0000   $3,952.38            07/01/2030          SEP2000             $0.00

 50496820                        8.500        $276,000.00          $276,000.00         $276,000.00         10/01/2000
 PRICE, KEVIN R                               08/16/2000           360                 Primary Residence   Purchase
 2067 HOOD DRIVE                              Standard             N                   09/01/2000          80
 THOUSAND OAKS              CA   91362-0000   $2,122.21            09/01/2030          SEP2000             $0.00
 50497500                        8.375        $400,000.00          $399,751.38         $399,501.02         09/01/2000
 MCDONALD, BRIAN P                            07/26/2000           360                 Primary Residence   Refinance
 510 QUEENSFERRY ROAD                         Standard             N                   10/01/2000          80
 CARY                       NC   27511-0000   $3,040.29            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50500090                        8.625        $304,000.00          $303,820.51         $303,820.51         09/01/2000
 STOCKDALE, JOHN D                            07/14/2000           360                 Primary Residence   Purchase
 16242 SUN SUMMIT DRIVE                       Standard             N                   09/01/2000          95
 RIVERSIDE                  CA   92503-0000   $2,364.49            08/01/2030          SEP2000             $0.00
 50500730                        8.125        $325,000.00          $324,787.40         $324,573.36         09/01/2000
 DALE, BRIAN HYLTON                           07/25/2000           360                 Primary Residence   Purchase
 16097 W ELLSWORTH LANE                       Standard             N                   10/01/2000          68.2773
 GOLDEN                     CO   80401-0000   $2,413.12            08/01/2030          SEP2000             $0.00
 50502670                        9.250        $292,400.00          $292,095.65         $292,095.65         08/01/2000
 HOLLAENDER, ROBERT P                         06/28/2000           360                 Second Home         Purchase
 402 HIGHLAND HOUSE                           Standard             N                   09/01/2000          89.9969
 SNOWSHOE                   WV   26209-0000   $2,405.51            07/01/2030          SEP2000             ($0.01)

 50503320                        7.875        $300,300.00          $300,093.33         $300,093.33         09/01/2000
 HERRICK, TIMOTHY J                           07/27/2000           360                 Primary Residence   Purchase
 4511 BOXWOOD COURT                           Select               N                   09/01/2000          72.4767
 ROCHESTER                  MI   48306-0000   $2,177.39            08/01/2030          SEP2000             $0.00
 50503660                        8.250        $300,000.00          $299,808.70         $299,808.70         09/01/2000
 FAXON, RICHARD W                             07/17/2000           360                 Primary Residence   Purchase
 16544 CALLE PULIDO                           Standard             N                   09/01/2000          69.7674
 SAN DIEGO                  CA   92128-0000   $2,253.80            08/01/2030          SEP2000             $0.00
 50503700                        8.500        $719,200.00          $718,325.52         $718,325.52         08/01/2000
 WERNET, DEBBIE S                             06/30/2000           360                 Primary Residence   Purchase
 1401 CALUMET STREET ##604                    Standard             N                   09/01/2000          80
 HOUSTON                    TX   77056-0000   $5,530.03            07/01/2030          SEP2000             $0.00

 50503940                        7.875        $434,900.00          $434,600.70         $434,600.70         09/01/2000
 RICHARD, WILLIAM F                           07/17/2000           360                 Primary Residence   Purchase
 2 GILDED POND PL                             Select               N                   09/01/2000          79.8128
 THE WOODLANDS              TX   77381-6456   $3,153.33            08/01/2030          SEP2000             $0.00
 50504020                        8.000        $265,000.00          $264,822.19         $264,822.19         09/01/2000
 SITKOFF, HARVARD                             07/21/2000           360                 Primary Residence   Purchase
 1 MOODY POINT #A                             Standard             N                   09/01/2000          74.9859
 NEWMARKET                  NH   03857-0000   $1,944.48            08/01/2030          SEP2000             $0.00
 50505290                        7.750        $280,800.00          $280,601.81         $280,601.81         09/01/2000
 QUINN, PATRICK D                             07/28/2000           360                 Primary Residence   Purchase
 45528 MUIRFIELD                              Standard             N                   09/01/2000          80
 CANTON                     MI   48187-0000   $2,011.69            08/01/2030          SEP2000             $0.00

 50505920                        7.875        $540,000.00          $539,254.30         $539,254.30         08/01/2000
 SMITH, RJ                                    06/28/2000           360                 Primary Residence   Purchase
 667 ST JOHN STREET                           Relocation           N                   09/01/2000          80
 PLEASANTON                 CA   94566-6536   $3,915.38            07/01/2030          SEP2000             $0.00
 50506740                        7.750        $300,000.00          $300,000.00         $300,000.00         10/01/2000
 ATCHUE, JON W                                08/07/2000           360                 Primary Residence   Purchase
 846 N ELMWOOD                                VIP Relocation       N                   09/01/2000          80
 OAK PARK                   IL   60302-0000   $2,149.24            09/01/2030          SEP2000             $0.00
 50507850                        8.125        $295,920.00          $295,726.42         $295,726.42         09/01/2000
 SCZEKAN, MICHAEL                             07/27/2000           360                 Primary Residence   Purchase
 8267 SOUTH XENIA COURT                       Standard             N                   09/01/2000          80
 ENGLEWOOD                  CO   80112-3346   $2,197.20            08/01/2030          SEP2000             $0.01

 50508000                        8.250        $300,000.00          $299,217.98         $298,822.93         08/01/2000
 BONILLA, FAROUK                              06/23/2000           360                 Primary Residence   Purchase
 7 ALDEN GLEN DRIVE                           Standard             N                   10/01/2000          80
 WEBSTER                    NY   14580-0000   $2,253.80            07/01/2030          SEP2000             $398.10
 50508760                        7.750        $312,700.00          $312,700.00         $312,479.29         10/01/2000
 BROWNFIELD, NEAL R                           08/10/2000           360                 Primary Residence   Purchase
 44669 SPRING HILL ROAD                       Select               N                   10/01/2000          64.0857
 NORTHVILLE                 MI   48167-0000   $2,240.23            09/01/2030          SEP2000             $0.00
 50509260                        8.125        $450,000.00          $449,705.63         $449,705.63         09/01/2000
 MALONEY, PHILIP D                            08/01/2000           360                 Second Home         Purchase
 2522 MEDINA CIRCLE                           Standard             N                   09/01/2000          90
 MEDINA                     WA   98039-0000   $3,341.24            08/01/2030          SEP2000             $0.01

 50511070                        8.375        $810,000.00          $808,989.56         $808,989.56         08/01/2000
 MILLER, ORVILLE C                            06/26/2000           360                 Second Home         Purchase
 800 BOOTJACK LAKE ROAD                       Standard             N                   09/01/2000          67.5
 WHITEFISH                  MT   59937-0000   $6,156.59            07/01/2030          SEP2000             $0.00
 50514770                        8.375        $350,000.00          $349,782.45         $349,782.45         09/01/2000
 LEVY, ROBERT G                               07/17/2000           360                 Primary Residence   Purchase
 4016 PARKWOOD CT                             Standard             N                   09/01/2000          58.1395
 BLOOMFIELD                 MI   48301-3967   $2,660.26            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50515330                        8.750        $261,350.00          $261,199.63         $261,199.63         09/01/2000
 CORSIGLIA, JAMES A                           07/26/2000           360                 Primary Residence   Refinance
 6459 SOUTHAMPTON                             Standard             N                   09/01/2000          89.5034
 INDEPENDENCE TWP           MI   48346-0000   $2,056.05            08/01/2030          SEP2000             $0.00
 50515820                        8.875        $409,500.00          $409,270.42         $409,270.42         09/01/2000
 MACALUSO, CLAUDE                             07/26/2000           360                 Primary Residence   Refinance
 3 LARK LANE                                  Standard             N                   09/01/2000          70
 MONTVALE                   NJ   07645-0000   $3,258.17            08/01/2030          SEP2000             $0.00
 50516410                        8.750        $175,500.00          $175,399.03         $175,399.03         09/01/2000
 LUBLINE, LAURA C                             07/19/2000           360                 Primary Residence   Purchase
 7129 WEST PHILLIPS AVENUE                    Stated Income        N                   09/01/2000          65.1206
 LITTLETON                  CO   80128-0000   $1,380.66            08/01/2030          SEP2000             $0.00

 50516610                        8.250        $370,000.00          $369,526.50         $369,526.50         08/01/2000
 SIMON, MARK S                                07/10/2000           360                 Primary Residence   Refinance
 4885 SOUTH POINT                             Standard             N                   09/01/2000          63.2479
 BYRON                      CA   94514-0000   $2,779.69            07/01/2030          SEP2000             $0.00
 50517910                        8.500        $399,000.00          $398,758.28         $398,758.28         09/01/2000
 SANTINI, LEAH FERN                           07/19/2000           360                 Primary Residence   Purchase
 1412 ETHRIDGE                                Stated Income        N                   09/01/2000          75
 AUSTIN                     TX   78703-0000   $3,067.97            08/01/2030          SEP2000             $0.00
 50518360                        8.500        $295,900.00          $295,720.74         $295,720.74         09/01/2000
 KELLY, THOMAS P                              07/26/2000           360                 Primary Residence   Purchase
 2313 COLLEEN COURT                           Standard             N                   09/01/2000          79.9946
 CARROLLTON                 TX   75007-0000   $2,275.22            08/01/2030          SEP2000             $0.00

 50518650                        8.250        $542,360.00          $542,014.16         $542,014.16         09/01/2000
 HOLLENDER, JEFFREY ROBERT                    07/29/2000           360                 Primary Residence   Purchase
 2912 229TH STREET                            Select               N                   09/01/2000          80
 TORRANCE                   CA   90505-0000   $4,074.57            08/01/2030          SEP2000             ($0.01)
 50519350                        7.875        $317,900.00          $317,900.00         $317,900.00         10/01/2000
 STROHSCHEIN, JEFFREY A                       08/07/2000           360                 Primary Residence   Purchase
 5028 ASHFORD ROAD                            Relocation           N                   09/01/2000          89.9955
 CLARKSTON                  MI   48348-0000   $2,305.00            09/01/2030          SEP2000             $0.00
 50521350                        7.875        $520,000.00          $520,000.00         $519,642.13         10/01/2000
 ROSNER, PAUL M                               08/03/2000           360                 Primary Residence   Purchase
 5261 CRYSTAL CREEK LANE                      Select               N                   10/01/2000          80
 WASHINGTON TOWNSHIP        MI   48094-2672   $3,770.37            09/01/2030          SEP2000             $0.00

 50521960                        8.375        $367,500.00          $367,271.57         $367,041.55         09/01/2000
 MCGILL, DAVID T                              07/18/2000           360                 Primary Residence   Purchase
 56 PLAYA AZUL ##106                          Standard             N                   10/01/2000          70
 AVALON                     CA   90704-0000   $2,793.27            08/01/2030          SEP2000             $0.00
 50522940                        8.000        $300,000.00          $299,798.70         $299,798.70         09/01/2000
 FUDGE, JACK D                                07/17/2000           360                 Primary Residence   Purchase
 3233 MUNRAS PLACE                            VIP Relocation       N                   09/01/2000          66.0793
 SAN RAMON                  CA   94583-3039   $2,201.30            08/01/2030          SEP2000             $0.00
 50523010                        7.875        $272,000.00          $271,812.81         $271,624.39         09/01/2000
 PARCELL, ROBERT C                            07/14/2000           360                 Primary Residence   Purchase
 9885 BRIDGE LAKE ROAD                        Select               N                   10/01/2000          80
 SPRINGFIELD                MI   48084-0000   $1,972.19            08/01/2030          SEP2000             $0.00

 50525040                        8.750        $294,025.00          $293,855.83         $293,855.83         09/01/2000
 WILSON, LISA K                               07/31/2000           360                 Primary Residence   Purchase
 42792 SAGER LANE                             Standard             N                   09/01/2000          95
 PARKER                     CO   80138-0000   $2,313.10            08/01/2030          SEP2000             $0.00
 50525180                        7.875        $460,000.00          $459,683.43         $459,683.43         09/01/2000
 PURCARO, THOMAS                              07/31/2000           360                 Primary Residence   Purchase
 3 CROOKED COTTAGE COURT                      Standard             N                   09/01/2000          69.697
 CENTERPORT                 NY   11721-0000   $3,335.32            08/01/2030          SEP2000             $0.00
 50527210                        8.500        $360,000.00          $359,781.91         $359,781.91         09/01/2000
 RHODES, RANDALL                              07/26/2000           360                 Primary Residence   Refinance
 RT 2 BOX 53E                                 Standard             N                   09/01/2000          80
 JACKSBORO                  TX   76458-0000   $2,768.09            08/01/2030          SEP2000             $0.00

 50527540                        8.125        $320,000.00          $319,790.67         $319,790.67         09/01/2000
 HARRISON, STEPHEN BRIAN                      07/31/2000           360                 Primary Residence   Purchase
 5921 DAVENHILL DRIVE                         Relocation           N                   09/01/2000          58.9862
 PLANO                      TX   75093-0000   $2,376.00            08/01/2030          SEP2000             $0.00
 50528060                        8.500        $300,000.00          $299,818.25         $299,818.25         09/01/2000
 ADAMS, STEVEN M                              07/28/2000           360                 Primary Residence   Purchase
 12 RAMAPO MOUNTAIN DRIVE                     Standard             N                   09/01/2000          76.9231
 WANAQUE                    NJ   07465-0000   $2,306.75            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50528760                        8.000        $260,000.00          $259,825.54         $259,825.54         09/01/2000
 COLANGELO, STEPHEN J                         07/14/2000           360                 Primary Residence   Purchase
 10723 NW 54 PLACE                            Standard             N                   09/01/2000          72.2222
 CORAL SPRINGS              FL   33067-0000   $1,907.79            08/01/2030          SEP2000             $0.00
 50530220                        8.250        $440,000.00          $439,719.42         $439,719.42         09/01/2000
 COLLIER, DOUGLAS J                           07/24/2000           360                 Primary Residence   Purchase
 1173 PURDUE DRIVE                            Standard             N                   09/01/2000          80
 LONGMONT                   CO   80503-0000   $3,305.58            08/01/2030          SEP2000             $0.00
 50531540                        8.625        $262,300.00          $262,145.13         $262,145.13         09/01/2000
 CHELLURY, NARSINGARAO S                      07/28/2000           360                 Primary Residence   Purchase
 2739 FOX WOODS LANE                          Standard             N                   09/01/2000          94.9898
 ROCHESTER HILLS            MI   48307-0000   $2,040.15            08/01/2030          SEP2000             $0.00

 50531660                        7.625        $348,000.00          $347,748.12         $347,494.64         09/01/2000
 RIDGWAY, ANDREW                              07/27/2000           360                 Primary Residence   Purchase
 1161 WALNUT GROVE                            Select               N                   10/01/2000          80
 ROCHESTER HILLS            MI   48306-4173   $2,463.13            08/01/2030          SEP2000             $0.00
 50532640                        9.000        $395,000.00          $395,000.00         $395,000.00         10/01/2000
 AGUILAR, RUBEN                               08/10/2000           360                 Primary Residence   Refinance
 25 FRANKLIN DRIVE                            Standard             N                   09/01/2000          56.4286
 BELLE MEAD                 NJ   08502-4923   $3,178.26            09/01/2030          SEP2000             $0.00
 50532790                        8.000        $313,500.00          $313,289.64         $313,289.64         09/01/2000
 INGIOSI, FRANK V                             07/21/2000           360                 Primary Residence   Purchase
 2100 KRISTIN DRIVE                           Relocation           N                   09/01/2000          95
 TROY                       MI   48084-0000   $2,300.36            08/01/2030          SEP2000             $0.00

 50534060                        7.875        $297,000.00          $296,795.60         $296,795.60         09/01/2000
 KERRICK, JAY S                               07/26/2000           360                 Primary Residence   Purchase
 11048 WEST BROOKS LANE                       Select               N                   09/01/2000          61.7464
 PLYMOUTH                   MI   48170-3474   $2,153.46            08/01/2030          SEP2000             $0.00
 50534360                        8.875        $272,650.00          $272,481.09         $272,481.09         09/01/2000
 STEWART, STANLEY J                           07/25/2000           360                 Primary Residence   Purchase
 4407 OLD RIVER STREET                        Standard             N                   09/01/2000          95
 OCEANSIDE                  CA   92057-0000   $2,169.33            08/01/2030          SEP2000             $16.05
 50538120                        8.375        $447,900.00          $447,341.25         $447,341.26         08/01/2000
 ANDERSON, JEFFEREY L                         06/30/2000           360                 Second Home         Purchase
 11790 E BIG COTTONWOOD CANYON ROAD           Standard             N                   09/01/2000          79.9964
 SALT LAKE CITY             UT   84121-0000   $3,404.37            07/01/2030          SEP2000             $0.00

 50539270                        7.875        $377,900.00          $377,379.97         $377,379.97         09/01/2000
 BRENNAN, JENNIFER A                          07/21/2000           360                 Primary Residence   Purchase
 39365 LILY COURT                             Select               N                   09/01/2000          71.5855
 FARMINGTON HILLS           MI   48331-0000   $2,740.04            08/01/2030          SEP2000             $259.96
 50541900                        7.875        $342,000.00          $342,000.00         $342,000.00         10/01/2000
 SHUNIA, RONALD J                             08/02/2000           360                 Primary Residence   Purchase
 1875 KINSEL COURT                            Standard             N                   09/01/2000          80
 COMMERCE TOWNSHIP          MI   48382-0000   $2,479.74            09/01/2030          SEP2000             $0.00
 50542410                        8.250        $287,350.00          $287,166.76         $286,982.26         09/01/2000
 NEWITTS, WAYNE F                             07/28/2000           360                 Primary Residence   Purchase
 8251 SW 187TH AVENUE                         Standard             N                   10/01/2000          94.9917
 BEAVERTON                  OR   97007-0000   $2,158.77            08/01/2030          SEP2000             $0.00

 50542600                        7.625        $464,000.00          $463,664.16         $463,664.16         09/01/2000
 HABERMAS, STEPHEN C                          07/25/2000           360                 Primary Residence   Purchase
 935 LUPIN WAY                                Select               N                   09/01/2000          80
 SAN CARLOS                 CA   94070-3745   $3,284.17            08/01/2030          SEP2000             $0.00
 50543630                        8.750        $66,750.00           $66,711.59          $66,711.59          09/01/2000
 GARCIA, KARLA ELIZABETH                      07/28/2000           360                 Primary Residence   Purchase
 2577 HANA STREET                             Stated Income        N                   09/01/2000          75
 HILO                       HI   96720-0000   $525.13              08/01/2030          SEP2000             $0.00
 50544460                        8.250        $294,400.00          $294,212.27         $294,212.27         09/01/2000
 WHITING, DAVID J                             07/17/2000           360                 Primary Residence   Purchase
 574 PINE STREET                              Relocation           N                   09/01/2000          80
 SOLVANG                    CA   93463-0000   $2,211.73            08/01/2030          SEP2000             $0.00

 50544880                        8.750        $352,000.00          $351,747.48         $351,493.12         09/01/2000
 IAVARONE, PASQUALE J                         07/20/2000           360                 Second Home         Purchase
 4908 CENTRAL AVENUE #FIRST FLOOR             Standard             N                   10/01/2000          80
 OCEAN CITY                 NJ   08226-0000   $2,769.19            08/01/2030          SEP2000             $50.00
 50546270                        7.625        $325,000.00          $324,764.77         $324,764.77         09/01/2000
 ASSAF, ALFRED F                              07/24/2000           360                 Primary Residence   Purchase
 4300 CHARING WAY                             Relocation           N                   09/01/2000          65.6566
 BLOOMFIELD HILLS           MI   48304-3000   $2,300.33            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50547730                        7.625        $706,400.00          $705,888.58         $705,888.58         09/01/2000
 SCOTT, DAVID C                               07/28/2000           360                 Primary Residence   Purchase
 5564 CARROLLTON COURT                        Relocation           N                   09/01/2000          64.3645
 OAKLAND TOWNSHIP           MI   48306-0000   $4,999.86            08/01/2030          SEP2000             $0.14
 50548220                        8.000        $303,200.00          $302,996.55         $302,996.55         09/01/2000
 SOLIMAN, SHAWKY A                            07/31/2000           360                 Primary Residence   Purchase
 9180 ARCADIA AVENUE                          Standard             N                   09/01/2000          80
 SAN GABRIEL                CA   91775-0000   $2,224.78            08/01/2030          SEP2000             $0.00
 50549070                        7.750        $287,000.00          $287,000.00         $287,000.00         10/01/2000
 OAKES, RICHARD E                             08/03/2000           360                 Primary Residence   Purchase
 6513 CALLE BONITA                            Select               N                   09/01/2000          67.5294
 EL PASO                    TX   79912-0000   $2,056.11            09/01/2030          SEP2000             $0.00

 50550430                        8.625        $280,700.00          $280,534.27         $280,534.27         09/01/2000
 MCKAY, WILLIAM                               07/26/2000           360                 Primary Residence   Refinance
 28457 JERRY PLACE                            Standard             N                   09/01/2000          93.5667
 SANTA CLARITA              CA   91401-0000   $2,183.26            08/01/2030          SEP2000             $0.00
 50551140                        8.500        $287,200.00          $287,026.01         $287,026.01         09/01/2000
 CLAPSADDLE, GEORGE A                         07/17/2000           360                 Primary Residence   Purchase
 412 FALLBROOK AVENUE                         Standard             N                   09/01/2000          80
 THOUSAND OAKS              CA   94133-0000   $2,208.32            08/01/2030          SEP2000             $0.00
 50552490                        8.250        $472,000.00          $471,699.02         $471,699.02         09/01/2000
 DUMONT, CHRISTOPHER J                        07/31/2000           360                 Primary Residence   Purchase
 21-23 PUTNAM STREET                          Standard             N                   09/01/2000          80
 NEWTON                     MA   02465-0000   $3,545.98            08/01/2030          SEP2000             $0.00

 50552880                        7.875        $470,000.00          $469,676.55         $469,676.55         09/01/2000
 ROBINSON, JOHN H                             07/27/2000           360                 Primary Residence   Purchase
 2316 HALEHAKA STREET                         Standard             N                   09/01/2000          70.1493
 HONOLULU                   HI   96821-0000   $3,407.83            08/01/2030          SEP2000             ($0.01)
 50553940                        8.375        $265,050.00          $264,885.25         $264,885.25         09/01/2000
 EVANS, JERRY S                               08/01/2000           360                 Primary Residence   Purchase
 18512 RANGE ROAD                             Standard             N                   09/01/2000          90
 JUSTIN                     TX   76247-0000   $2,014.58            08/01/2030          SEP2000             $0.00
 50554080                        8.375        $327,750.00          $327,546.28         $327,546.28         09/01/2000
 RIOS, GERARDO G                              08/03/2000           360                 Primary Residence   Purchase
 10109 INDUS COVE                             Standard             N                   09/01/2000          79.9901
 AUSTIN                     TX   78730-0000   $2,491.14            08/01/2030          SEP2000             $0.00

 50554440                        9.125        $407,500.00          $407,500.00         $407,500.00         10/01/2000
 PARLIN, ALLISON L                            08/24/2000           360                 Primary Residence   Purchase
 813 S COLUMBUS STREET                        Standard             N                   09/01/2000          94.9883
 ALEXANDRIA                 VA   22314-0000   $3,315.56            09/01/2030          SEP2000             $0.00
 50554740                        8.375        $294,400.00          $294,217.01         $294,217.01         09/01/2000
 CECCOLA, SAMUEL N                            07/14/2000           360                 Primary Residence   Purchase
 147 KATHLEEN LANE                            Standard             N                   09/01/2000          80
 WYOMISSING                 PA   19610-0000   $2,237.66            08/01/2030          SEP2000             $0.00
 50555270                        9.000        $349,500.00          $349,500.00         $349,500.00         10/01/2000
 BENNETT, RYAN L                              08/21/2000           360                 Primary Residence   Purchase
 14980 ELK MOUNTAIN ROAD                      Select               N                   09/01/2000          62.4665
 LITTLETON                  CO   80127-0000   $2,812.16            09/01/2030          SEP2000             $0.00

 50555960                        8.250        $287,900.00          $287,716.41         $287,716.41         09/01/2000
 LOSTRACCO, JEANETTE                          07/28/2000           360                 Primary Residence   Purchase
 1155 ALBION WAY                              Standard             N                   09/01/2000          79.9944
 BOULDER                    CO   80305-0000   $2,162.90            08/01/2030          SEP2000             $0.00
 50557020                        8.250        $272,800.00          $272,626.04         $272,626.04         09/01/2000
 BAYARD, BRADLEY K                            07/31/2000           360                 Second Home         Purchase
 2829-31 ASBURY AVENUE 2ND FLOOR              Standard             N                   09/01/2000          83.4761
 OCEAN CITY                 NJ   08226-0000   $2,049.46            08/01/2030          SEP2000             $0.00
 50557200                        8.375        $433,000.00          $432,730.86         $432,459.84         09/01/2000
 HARRAHY, MICHAEL J                           07/19/2000           360                 Primary Residence   Refinance
 7 POND VIEW CIRCLE                           Standard             N                   10/01/2000          78.7273
 NASHUA                     NH   03062-0000   $3,291.12            08/01/2030          SEP2000             $0.00

 50557290                        7.875        $359,250.00          $358,965.27         $358,965.27         09/01/2000
 JERVIS, GERARD A                             07/25/2000           360                 Primary Residence   Purchase
 660 AKOAKOA STREET                           Stated Income        N                   09/01/2000          75
 KAILUA                     HI   96734-0000   $2,604.82            08/01/2030          SEP2000             $37.49
 50557940                        8.375        $303,200.00          $303,200.00         $303,200.00         10/01/2000
 VICE, VIRGINIA                               08/10/2000           360                 Primary Residence   Purchase
 757 SHELBURNE FALLS ROAD                     Standard             N                   09/01/2000          80
 HINESBURG                  VT   05461-0000   $2,304.54            09/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50559200                        8.500        $416,000.00          $415,747.98         $415,747.98         09/01/2000
 OCHOA, ANALETTE                              07/19/2000           360                 Primary Residence   Purchase
 4987 HARBORD DRIVE                           Standard             N                   09/01/2000          80
 OAKLAND                    CA   94618-0000   $3,198.69            08/01/2030          SEP2000             $0.00
 50561190                        8.625        $263,850.00          $263,694.22         $263,694.22         09/01/2000
 MANSELL, STEVEN DALE                         08/04/2000           360                 Primary Residence   Purchase
 19235 REATA TRAIL                            Standard             N                   09/01/2000          79.9788
 SAN ANTONIO                TX   78258-0000   $2,052.20            08/01/2030          SEP2000             $0.00
 50562070                        8.500        $300,000.00          $299,818.25         $299,818.25         09/01/2000
 BURT, CHARLES W                              07/31/2000           360                 Primary Residence   Purchase
 931 WILD GINGER                              Standard             N                   09/01/2000          88.2353
 WEST CHICAGO               IL   60185-0000   $2,306.75            08/01/2030          SEP2000             $0.00

 50562170                        8.125        $361,000.00          $360,763.65         $360,763.65         09/01/2000
 WILD, MARK A                                 07/25/2000           360                 Primary Residence   Purchase
 13330 MURPHY ROAD                            Standard             N                   09/01/2000          95
 ELBERT                     CO   80106-0000   $2,680.42            08/01/2030          SEP2000             $0.20
 50564850                        7.500        $444,650.00          $444,229.06         $444,229.06         09/01/2000
 SAUNDERS, JOANNE L                           07/28/2000           360                 Primary Residence   Purchase
 7052 RIVER OAK COURT                         Select               N                   09/01/2000          79.9945
 CLARKSVILLE                MD   21029-0000   $3,109.06            08/01/2030          SEP2000             $90.94
 50565370                        8.250        $332,000.00          $332,000.00         $332,000.00         10/01/2000
 LEW, ROBERT                                  08/08/2000           360                 Primary Residence   Purchase
 40 ROCKLAND DRIVE                            Standard             N                   09/01/2000          80
 JERICHO                    NY   11753-1433   $2,494.21            09/01/2030          SEP2000             $0.00

 50565550                        8.375        $280,000.00          $279,825.96         $279,825.96         09/01/2000
 ROZZI, RICHARD C                             08/07/2000           360                 Primary Residence   Refinance
 7472 MICHAEL WAY                             Standard             N                   09/01/2000          80
 ROHNERT PARK               CA   94928-0000   $2,128.21            08/01/2030          SEP2000             $0.00
 50567560                        8.500        $291,400.00          $291,223.46         $291,045.67         09/01/2000
 ALBERT, THOMAS F                             08/09/2000           360                 Primary Residence   Refinance
 2028 WOODBURN AVENUE                         Standard             N                   10/01/2000          53.963
 THOUSAND OAKS              CA   91361-0000   $2,240.62            08/01/2030          SEP2000             $0.00
 50569540                        8.500        $432,800.00          $432,537.81         $432,537.81         09/01/2000
 MILLER, WILLIAM H                            07/28/2000           360                 Primary Residence   Purchase
 931 PARKVIEW LANE                            Standard             N                   09/01/2000          80
 SOUTHLAKE                  TX   76092-0000   $3,327.86            08/01/2030          SEP2000             $0.00

 50569870                        8.500        $276,500.00          $276,500.00         $276,500.00         10/01/2000
 DAVIS, ELMER E                               08/23/2000           360                 Primary Residence   Refinance
 10 GOLDEN STAR                               Standard             N                   09/01/2000          71.6321
 IRVINE                     CA   92604-0000   $2,126.05            09/01/2030          SEP2000             $0.00
 50569890                        8.125        $479,200.00          $478,886.53         $478,886.53         09/01/2000
 BURTON, JOHN T                               07/24/2000           360                 Primary Residence   Purchase
 25 HOWARD COURT                              Standard             N                   09/01/2000          80
 WALNUT CREEK               CA   94598-0000   $3,558.05            08/01/2030          SEP2000             $0.00
 50570680                        8.250        $298,775.00          $298,584.48         $298,584.48         09/01/2000
 MCLEOD, CURTIS R                             07/31/2000           360                 Primary Residence   Purchase
 12317 BRADFORD LANDING WAY                   Standard             N                   09/01/2000          95
 GLEN ALLEN                 VA   23060-0000   $2,244.60            08/01/2030          SEP2000             $0.00

 50573980                        8.875        $370,000.00          $370,000.00         $370,000.00         10/01/2000
 MCLAUGHLIN, JAMES R.                         08/09/2000           360                 Primary Residence   Refinance
 5725 PARKCREST DR                            Standard             N                   09/01/2000          74.7475
 LA VERNE                   CA   91750-0000   $2,943.89            09/01/2030          SEP2000             $0.00
 50575330                        8.250        $284,000.00          $284,000.00         $284,000.00         10/01/2000
 FARBER, CURTIS J                             08/09/2000           360                 Primary Residence   Refinance
 663 MONTCLAIR DR                             Standard             N                   09/01/2000          80
 SANTA ROSA                 CA   95409-0000   $2,133.60            09/01/2030          SEP2000             $0.00
 50576080                        8.000        $304,000.00          $303,483.89         $303,483.89         09/01/2000
 CARNAHAN, PATRICIA J                         07/26/2000           240                 Primary Residence   Purchase
 2915 LAKESIDE DRIVE                          Standard             N                   09/01/2000          80
 HIGHLAND VILLAGE           TX   75077-0000   $2,542.78            08/01/2020          SEP2000             $0.00

 50577280                        8.500        $275,000.00          $274,377.20         $274,761.44         09/01/2000
 DASILVA, JOSEPH D                            08/07/2000           360                 Primary Residence   Refinance
 4977 ESTHER DRIVE                            Standard             N                   09/01/2000          58.5106
 SAN JOSE                   CA   95124-5412   $2,114.52            08/01/2030          SEP2000             $456.20
 50580740                        8.000        $265,150.00          $264,972.09         $264,972.09         09/01/2000
 PREACHER, HUGH J                             07/31/2000           360                 Primary Residence   Purchase
 9701 HAWKS LANDING                           Select               N                   09/01/2000          79.9931
 FRISCO                     TX   75034-0000   $1,945.58            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 50584590                        8.250        $299,950.00          $299,950.00         $299,950.00         10/01/2000
 MANES, ROBERT S                              08/07/2000           360                 Primary Residence   Purchase
 23515 82ND AVE SE                            Standard             N                   09/01/2000          56.5997
 WOODINVILLE                WA   98072-0000   $2,253.43            09/01/2030          SEP2000             $0.00
 50589380                        8.250        $580,000.00          $580,000.00         $580,000.00         10/01/2000
 SHELDON, BENJAMIN H                          08/10/2000           360                 Second Home         Purchase
 70456 TWISTEDSTOCK                           Standard             N                   09/01/2000          80
 BLACK BUTTE RANCH          OR   97756-0000   $4,357.35            09/01/2030          SEP2000             $0.00
 50590830                        8.125        $400,000.00          $400,000.00         $400,000.00         10/01/2000
 HECK, SUZANNE B                              08/09/2000           360                 Primary Residence   Purchase
 960 SW 17TH STREET                           VIP Relocation       N                   09/01/2000          80
 BOCA RATON                 FL   33486-0000   $2,969.99            09/01/2030          SEP2000             $0.00

 50605820                        8.625        $342,000.00          $341,798.08         $341,798.08         09/01/2000
 REDMOND, BRIAN                               08/08/2000           360                 Primary Residence   Purchase
 3039 CAGES BEND ROAD                         Standard             N                   09/01/2000          95
 GALLATIN                   TN   37066-0000   $2,660.05            08/01/2030          SEP2000             ($0.01)
 50607370                        8.875        $301,550.00          $301,550.00         $301,550.00         10/01/2000
 DODGE, PETER                                 08/31/2000           360                 Primary Residence   Purchase
 167 CEDAR STREET                             Standard             N                   09/01/2000          94.9764
 CLINTON                    MA   01510-0000   $2,399.27            09/01/2030          SEP2000             $0.00
 50615340                        8.250        $400,000.00          $400,000.00         $400,000.00         10/01/2000
 NEUMANN, JOHN CLINTON                        08/10/2000           360                 Primary Residence   Purchase
 1588 HUNTERGLEN DRIVE                        Standard             N                   09/01/2000          86.8621
 ALEDO                      TX   76008-0000   $3,005.07            09/01/2030          SEP2000             $0.00

 50618150                        8.500        $375,000.00          $375,000.00         $375,000.00         10/01/2000
 ABNEY, STEPHEN E                             08/21/2000           360                 Primary Residence   Refinance
 961 PINE AVE                                 Standard             N                   09/01/2000          43.3526
 SAN JOSE                   CA   95125-2551   $2,883.43            09/01/2030          SEP2000             $0.00
 50624550                        8.500        $518,000.00          $518,000.00         $518,000.00         10/01/2000
 SUTTON, CHRISTOPHER D                        08/30/2000           360                 Primary Residence   Refinance
 430 CORRAL DE TIERRA ROAD                    Standard             N                   09/01/2000          70
 SALINAS                    CA   93908-0000   $3,982.98            09/01/2030          SEP2000             $0.00
 50630620                        8.500        $316,000.00          $316,000.00         $316,000.00         10/01/2000
 FREY, PETER W                                08/29/2000           360                 Primary Residence   Purchase
 14235 DICKENS 1                              Select               N                   09/01/2000          80
 SHERMAN OAKS               CA   91423-0000   $2,429.77            09/01/2030          SEP2000             $0.00

 50633040                        8.500        $480,000.00          $480,000.00         $480,000.00         10/01/2000
 VON MAUR, BURR                               08/25/2000           360                 Primary Residence   Purchase
 871 DIAMOND STREET                           Standard             N                   09/01/2000          80
 LAGUNA BEACH               CA   92651-0000   $3,690.79            09/01/2030          SEP2000             $0.00
 60001712                        7.625        $253,000.00          $250,075.06         $250,075.06         07/01/1999
 LEWIS, RICHARD                               05/27/1999           360                 Primary Residence   Refinance
 13720 GLEN OAKS BOULEVARD                    Standard             N                   09/01/2000          79.0625
 LOS ANGELES                CA   91342-0000   $1,790.72            06/01/2029          SEP2000             $52.60
 60001900                        8.000        $273,600.00          $273,045.58         $273,045.58         07/01/2000
 MCCARTHY, BRIAN W                            05/22/2000           360                 Primary Residence   Purchase
 264 90TH STREET                              Standard             N                   09/01/2000          80
 BROOKLYN                   NY   11209-0000   $2,007.58            06/01/2030          SEP2000             $0.00

 60002779                        8.875        $278,350.00          $277,878.38         $277,878.38         07/01/2000
 SANDERSON, JOHN R                            06/02/2000           360                 Primary Residence   Purchase
 13 N 563 GUNPOWDER                           Standard             N                   09/01/2000          95
 ELGIN                      IL   60123-0000   $2,214.68            06/01/2030          SEP2000             $0.00
 60002782                        7.625        $336,800.00          $336,310.91         $336,310.91         08/01/2000
 NOORDERGRAAF, ALEX                           06/05/2000           360                 Second Home         Purchase
 87 COLLINS BROOK ROAD                        Standard             N                   09/01/2000          80
 MEREDITH                   NH   03253-0000   $2,383.85            07/01/2030          SEP2000             $0.01
 60002806                        7.750        $336,000.00          $335,524.17         $335,524.17         08/01/2000
 DIELMAN, JEFFREY S                           06/29/2000           360                 Primary Residence   Purchase
 15 BARRINGTON LANE                           Standard             N                   09/01/2000          80
 CHESTER SPRINGS            PA   19425-0000   $2,407.15            07/01/2030          SEP2000             $0.00

 60002825                        7.875        $318,400.00          $317,157.70         $317,157.70         08/01/2000
 GOYAL, ANIL K                                06/09/2000           360                 Primary Residence   Purchase
 145 BROOKLINE STREET                         Standard             N                   09/01/2000          79.9998
 NEEDHAM                    MA   02192-0000   $2,308.62            07/01/2030          SEP2000             $802.62
 60002830                        8.250        $386,250.00          $385,506.01         $385,506.01         07/01/2000
 LEINWEBER, CAROL A                           05/26/2000           360                 Primary Residence   Purchase
 1835 WEST PATTERSON AVENUE                   Standard             N                   09/01/2000          75
 CHICAGO                    IL   60613-0000   $2,901.77            06/01/2030          OCT2000             ($0.01)



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 60002914                        8.625        $405,200.00          $404,467.32         $404,213.00         07/01/2000
 DAFTARY, CYRUS E                             06/01/2000           360                 Primary Residence   Purchase
 524 PARKER STREET                            Standard             N                   10/01/2000          80
 NEWTON                     MA   02459-0000   $3,151.61            06/01/2030          SEP2000             $9.83
 60002923                        8.500        $275,920.00          $275,584.50         $275,584.50         08/01/2000
 CARROLL, JOHN J                              06/28/2000           360                 Second Home         Purchase
 164 COPPER ROAD                              Standard             N                   09/01/2000          80
 COPPER MOUNTAIN            CO   80443-0000   $2,121.59            07/01/2030          SEP2000             $0.00
 60002937                        7.875        $295,900.00          $295,181.08         $295,181.08         07/01/2000
 DOLAN, JEANNE M                              06/02/2000           360                 Primary Residence   Purchase
 170 OLD BOLTON ROAD                          Standard             N                   09/01/2000          79.9946
 STOW                       MA   01775-0000   $2,145.49            06/01/2030          SEP2000             $103.96

 60002951                        8.625        $444,000.00          $443,473.84         $443,473.84         08/01/2000
 CONNOLLY III, WILLIAM J                      06/26/2000           360                 Primary Residence   Purchase
 38 WILLARD ROAD                              Standard             N                   09/01/2000          80
 WESTON                     MA   02493-0000   $3,453.39            07/01/2030          SEP2000             $0.00
 60002956                        8.625        $336,250.00          $335,851.53         $335,851.53         08/01/2000
 GARRETSON, WILLIAM D                         06/16/2000           360                 Primary Residence   Purchase
 28 ASHWOOD AVENUE                            Standard             N                   09/01/2000          79.1177
 WILMINGTON                 MA   01887-0000   $2,615.32            07/01/2030          SEP2000             $0.00
 60002971                        8.000        $312,000.00          $311,367.75         $311,367.75         07/01/2000
 HARRIS, WILLIAM L                            05/08/2000           360                 Primary Residence   Refinance
 83 ARNOLD DRIVE                              Standard             N                   09/01/2000          74.463
 NOVATO                     CA   94949-0000   $2,289.35            06/01/2030          SEP2000             $0.00

 60002973                        8.500        $432,000.00          $431,209.30         $431,209.30         07/01/2000
 BERGIN, CHRISTOPHER J                        05/30/2000           360                 Primary Residence   Purchase
 1741 DELOGIER DRIVE                          Standard             N                   09/01/2000          80
 GLENVIEW                   IL   60025-0000   $3,321.71            06/01/2030          SEP2000             $0.00
 60002974                        8.000        $390,000.00          $389,474.90         $389,474.90         08/01/2000
 SIKILLIAN, MICHAEL S                         06/20/2000           360                 Primary Residence   Purchase
 404 HIGHLAND AVENUE                          Standard             N                   09/01/2000          69.6429
 WINCHESTER                 MA   01890-0000   $2,861.69            07/01/2030          SEP2000             $0.00
 60002975                        8.875        $325,000.00          $324,634.25         $324,634.25         08/01/2000
 THIBAULT, MARTIN E                           06/16/2000           360                 Primary Residence   Purchase
 105 FIVE OAKS CIRCLE                         Standard             Y                   09/01/2000          86.6667
 BEAUFORT                   SC   29902-0000   $2,585.85            07/01/2030          SEP2000             ($0.01)

 60002980                        8.625        $343,100.00          $342,897.43         $342,897.43         09/01/2000
 NIEMEIER, CHARLES E                          07/24/2000           360                 Primary Residence   Refinance
 550 MARLEY RD                                Standard             N                   09/01/2000          76.2444
 NEW LENOX                  IL   60451-0000   $2,668.60            08/01/2030          SEP2000             $0.00
 60003001                        8.375        $340,000.00          $339,361.57         $339,361.57         07/01/2000
 MOGHADAM, ALI                                05/15/2000           360                 Primary Residence   Purchase
 251 ALDEN LANE                               Standard             N                   09/01/2000          52.969
 LIVERMORE                  CA   94550-0000   $2,584.25            06/01/2030          SEP2000             ($0.01)
 60003014                        8.625        $335,000.00          $334,402.36         $334,402.36         07/01/2000
 HUCKINS, ED                                  05/12/2000           360                 Investment          Purchase
 4459 ORCHARD AVE                             Standard             N                   09/01/2000          54.918
 SAN DIEGO                  CA   92107-0000   $2,605.60            06/01/2030          SEP2000             $0.00

 60003014                        8.375        $335,000.00          $334,370.97         $334,370.97         07/01/2000
 MO, RAYMOND                                  05/17/2000           360                 Primary Residence   Purchase
 1641 LA PRADERA  DRIVE                       Standard             N                   09/01/2000          72.043
 CAMPBELL                   CA   95008-0000   $2,546.24            06/01/2030          SEP2000             $0.00
 60003018                        8.875        $400,000.00          $399,322.26         $399,322.26         07/01/2000
 BRADY, MATTHEW D                             05/15/2000           360                 Primary Residence   Purchase
 190 LIVE OAK DRIVE                           Standard             N                   09/01/2000          51.4675
 PETALUMA                   CA   94952-0000   $3,182.58            06/01/2030          SEP2000             $0.01
 60003019                        8.000        $309,000.00          $308,583.96         $308,583.96         08/01/2000
 HELSETH, LAWRENCE J                          06/01/2000           360                 Second Home         Purchase
 80-465 CEDAR CREST                           Standard             N                   09/01/2000          79.8272
 LA QUINTA                  CA   92253-0000   $2,267.33            07/01/2030          SEP2000             $0.00

 60003019                        8.125        $359,138.00          $358,666.55         $358,666.55         08/01/2000
 BARTZ, STEVE                                 06/09/2000           360                 Primary Residence   Purchase
 4039 ST ANDREWS COURT                        Standard             N                   09/01/2000          79.9998
 MASON                      OH   45040-0000   $2,666.59            07/01/2030          SEP2000             $0.01
 60003079                        8.875        $307,500.00          $306,256.72         $306,075.13         08/01/2000
 SALZMAN, LEO C                               06/14/2000           360                 Primary Residence   Refinance
 3210 BANYAN CIRCLE                           Standard             N                   10/01/2000          75
 HARLINGEN                  TX   78550-0000   $2,446.61            07/01/2030          SEP2000             $897.22



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 60003163                        8.500        $269,200.00          $268,872.67         $268,872.67         08/01/2000
 HAMILTON, DENYSE                             06/16/2000           360                 Primary Residence   Purchase
 2113 QUEENSGUARD RD                          Standard             N                   09/01/2000          80
 SILVER SPRING              MD   20906-0000   $2,069.92            07/01/2030          SEP2000             $0.00
 60003164                        8.875        $296,900.00          $296,565.87         $296,396.95         08/01/2000
 SOUNDERGAARD-JENSEN, IVAR                    06/29/2000           360                 Primary Residence   Purchase
 32 DALTON ROAD                               Standard             N                   10/01/2000          89.997
 HOLLISTON                  MA   01746-0000   $2,362.27            07/01/2030          SEP2000             $0.00
 60003188                        8.750        $360,000.00          $359,584.25         $359,584.25         08/01/2000
 LEWIS, CHRISTINE P                           06/27/2000           360                 Primary Residence   Purchase
 5932 MAPLEWOOD PARK PLACE                    Standard             N                   09/01/2000          80
 BETHESDA                   MD   20814-0000   $2,832.12            07/01/2030          SEP2000             $0.00

 60003274                        8.625        $375,000.00          $372,933.22         $372,933.22         08/01/2000
 LIPPERT, TERESSA K                           06/02/2000           360                 Primary Residence   Refinance
 6090 N ROCKRIDGE BLVD                        Standard             N                   09/01/2000          51.7241
 OAKLAND                    CA   94618-0000   $2,916.71            07/01/2030          SEP2000             $1,622.39
 60003317                        8.250        $550,200.00          $548,760.32         $548,760.32         08/01/2000
 LYMAN, H THAINE                              06/28/2000           360                 Primary Residence   Purchase
 910 SYMPHONY LANE                            Standard             N                   09/01/2000          78.3765
 LAKE FOREST                IL   60045-0000   $4,133.47            07/01/2030          SEP2000             $735.58
 60003336                        8.125        $600,000.00          $599,212.38         $599,212.38         08/01/2000
 MORGAN, KEITH N                              06/30/2000           360                 Second Home         Purchase
 79 SEEKONK CROSS ROAD                        Standard             N                   09/01/2000          64.5161
 GREAT BARRINGTON           MA   01230-0000   $4,454.99            07/01/2030          SEP2000             $0.00

 60003354                        8.625        $287,900.00          $287,386.39         $287,386.39         07/01/2000
 GAILHAC, ALEJANDRO R                         05/30/2000           360                 Primary Residence   Purchase
 25 MERIDIAN LANE                             Standard             N                   09/01/2000          79.9944
 STAFFORD                   VA   22554-0000   $2,239.26            06/01/2030          SEP2000             $0.00
 60003354                        8.375        $319,900.00          $319,299.33         $319,299.33         07/01/2000
 SMART, ANTOINETTE G                          05/31/2000           360                 Primary Residence   Purchase
 11102 ROBERT CARTER RD                       Standard             N                   09/01/2000          79.995
 FAIRFAX STATION            VA   22039-0000   $2,431.47            06/01/2030          SEP2000             ($0.01)
 60003364                        9.625        $319,200.00          $318,892.18         $318,892.18         08/01/2000
 PLICK, MICHAEL A                             06/15/2000           360                 Primary Residence   Purchase
 16 DOERING WAY                               Standard             N                   09/01/2000          95
 CRANFORD                   NJ   07016-0000   $2,713.17            07/01/2030          SEP2000             $0.75

 60003380                        7.750        $400,000.00          $399,433.54         $399,433.54         08/01/2000
 MERRILL, ROBERT E                            06/21/2000           360                 Primary Residence   Purchase
 ROUTE 16/RR1 BOX 1725 AA                     Standard             N                   09/01/2000          80
 EMDENCONCORD TOWN          ME   04979-0000   $2,865.65            07/01/2030          SEP2000             $0.00
 60003391                        8.625        $277,600.00          $277,271.04         $277,104.79         08/01/2000
 DANG, VAN-DINH                               06/14/2000           360                 Primary Residence   Purchase
 274 SAINT CROIX COURT                        Standard             N                   10/01/2000          80
 OAK PARK                   CA   91377-0000   $2,159.14            07/01/2030          SEP2000             $0.00
 60003392                        8.500        $342,400.00          $341,983.67         $341,983.67         08/01/2000
 KANAKAKORN, SUTTIPONG                        06/15/2000           360                 Primary Residence   Purchase
 2433 GLENDENNING AVENUE                      Standard             N                   09/01/2000          80
 SANTA CLARA                CA   95050-0000   $2,632.76            07/01/2030          SEP2000             $0.01

 60003394                        8.000        $560,000.00          $559,246.00         $559,246.00         08/01/2000
 JONES, JEFFREY G                             06/20/2000           360                 Primary Residence   Purchase
 1025 CHERBURY LANE                           Standard             N                   09/01/2000          62.1532
 ALPHARETTA                 GA   30022-0000   $4,109.08            07/01/2030          SEP2000             $0.00
 60003400                        8.375        $450,000.00          $449,720.30         $449,720.30         09/01/2000
 SCHACH, RAPHAEL                              07/12/2000           360                 Primary Residence   Purchase
 1221 COLTS LANE                              Standard             N                   09/01/2000          78.7355
 LOWER MAKEFIELD TOWNSHIP   PA   19067-0000   $3,420.33            08/01/2030          SEP2000             ($0.01)
 60003404                        9.125        $142,000.00          $141,847.29         $141,847.29         08/01/2000
 CONNOLLY, THOMAS A                           05/23/2000           360                 Primary Residence   Purchase
 2804 HILLTOP ROAD                            Standard             N                   09/01/2000          80
 HEALDSBURG                 CA   95448-0000   $1,155.36            07/01/2030          SEP2000             $1.00

 60003405                        9.000        $490,875.00          $490,336.73         $490,336.73         08/01/2000
 KIST, KOLIN                                  06/15/2000           360                 Primary Residence   Purchase
 45 BOWMANS DRIVE                             Standard             N                   09/01/2000          75
 UPPER MAKEFIELD TWP        PA   18938-0000   $3,949.69            07/01/2030          SEP2000             $0.00
 60003415                        8.625        $543,750.00          $543,428.96         $543,428.96         09/01/2000
 BATH, DAVID A                                07/17/2000           360                 Primary Residence   Purchase
 17161 BRIDLE TRAIL                           Standard             N                   09/01/2000          75
 GURNEE                     IL   60031-0000   $4,229.24            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 60003419                        8.125        $479,950.00          $479,270.53         $479,270.53         08/01/2000
 FORSYTH, DAVID A                             06/15/2000           360                 Primary Residence   Purchase
 4675 NORRIS ROAD                             Standard             N                   09/01/2000          79.9983
 FREMONT                    CA   94536-0000   $3,563.62            07/01/2030          SEP2000             $49.43
 60003423                        8.125        $430,000.00          $428,870.63         $428,461.98         07/01/2000
 SKATOFF, JEFFREY HOWARD                      05/11/2000           360                 Primary Residence   Purchase
 4135 YUMA ST NW                              Standard             N                   10/01/2000          79.6296
 WASHINGTON                 DC   20016-0000   $3,192.74            06/01/2030          SEP2000             $279.80
 60003425                        8.500        $432,000.00          $431,738.29         $431,474.73         09/01/2000
 RIDLEY, JOHN                                 07/06/2000           360                 Primary Residence   Purchase
 2314 ABBEY LANE                              Standard             N                   10/01/2000          80
 HARRISBURG                 PA   17112-0000   $3,321.71            08/01/2030          SEP2000             $0.00

 60003425                        8.500        $300,960.00          $300,296.06         $300,296.06         07/01/2000
 LONDON, MARC                                 05/24/2000           360                 Primary Residence   Purchase
 9 SETTLERS COURT                             Standard             N                   09/01/2000          80
 NEW CITY                   NY   10956-0000   $2,314.12            06/01/2030          SEP2000             $113.10
 60003429                        8.625        $334,000.00          $333,604.20         $333,604.20         08/01/2000
 OLSHEFSKI, STAN                              06/19/2000           360                 Primary Residence   Refinance
 98 WOODLAND ROAD                             Standard             N                   09/01/2000          69.5833
 NEW CANAAN                 CT   06840-0000   $2,597.82            07/01/2030          SEP2000             ($0.01)
 60003435                        8.750        $300,000.00          $299,827.39         $299,827.39         09/01/2000
 BLICKENSTAFF, LESLIE S                       07/12/2000           360                 Primary Residence   Purchase
 118 ST PAUL STREET UNIT #118-4               Standard             N                   09/01/2000          79.8935
 BROOKLINE                  MA   02446-0000   $2,360.11            08/01/2030          SEP2000             $0.00

 60003441                        8.125        $376,000.00          $375,257.12         $375,257.12         07/01/2000
 OLSON, MARK K                                05/17/2000           360                 Primary Residence   Purchase
 9 LAS FIERAS                                 Standard             N                   09/01/2000          80
 RANCHO SANTA MARGAR        CA   92688-0000   $2,791.79            06/01/2030          SEP2000             $0.00
 60003442                        8.125        $376,000.00          $374,990.31         $374,990.31         07/01/2000
 LISY, ROBERT W                               05/05/2000           360                 Primary Residence   Purchase
 10 CRESTVIEW LANE                            Standard             N                   09/01/2000          80
 SPARTA TOWNSHIP            NJ   07871-0000   $2,791.79            06/01/2030          SEP2000             $266.81
 60003442                        8.375        $303,750.00          $303,179.64         $303,179.64         07/01/2000
 GARCIA, ARNOLD                               05/25/2000           360                 Primary Residence   Refinance
 570 GLENMOOR CIRCLE                          Standard             N                   09/01/2000          77.8846
 MILPITAS                   CA   95035-0000   $2,308.72            06/01/2030          SEP2000             $0.00

 60003443                        7.750        $275,000.00          $274,216.10         $274,216.10         06/01/2000
 SPINELLI, THOMAS                             04/07/2000           360                 Primary Residence   Purchase
 2 SIPALA COURT                               Standard             N                   09/01/2000          70.5128
 EAST NORTHPORT             NY   11731-0000   $1,970.13            05/01/2030          SEP2000             ($0.01)
 60003444                        8.125        $337,500.00          $336,607.90         $336,833.19         06/01/2000
 LICCKETTO, ROBERT J                          04/14/2000           360                 Primary Residence   Purchase
 3731 CEDAR AVENUE                            Standard             N                   08/01/2000          90
 LONG BEACH                 CA   90807-0000   $2,505.93            05/01/2030          SEP2000             ($0.01)
 60003444                        8.375        $338,400.00          $337,549.83         $337,549.83         06/01/2000
 YOUNG, JOHN KENT                             05/01/2000           360                 Primary Residence   Purchase
 605 BOARDWALK AVENUE                         Standard             N                   09/01/2000          90
 SOUTHLAKE                  TX   76092-0000   $2,572.08            05/01/2030          SEP2000             $0.00

 60003445                        8.000        $336,000.00          $335,319.13         $335,319.13         07/01/2000
 SCHIEKOFER, JAMES                            05/10/2000           360                 Primary Residence   Purchase
 34 GLENSIDE ROAD                             Standard             N                   09/01/2000          80
 CHAPPAQUA                  NY   10514-0000   $2,465.45            06/01/2030          SEP2000             $0.00
 60003448                        8.625        $424,000.00          $423,497.54         $423,497.54         08/01/2000
 MCLATCHY, MICHAEL F                          06/21/2000           360                 Primary Residence   Purchase
 9 WESTVIEW ROAD                              Standard             N                   09/01/2000          80
 BRYN MAWR                  PA   19010-0000   $3,297.83            07/01/2030          SEP2000             $0.00
 60003454                        8.375        $318,400.00          $317,600.06         $317,600.06         06/01/2000
 BARDI, JEANNETTE C                           04/04/2000           360                 Primary Residence   Purchase
 6398 SOMBRERO AVENUE                         Standard             N                   09/01/2000          80
 CYPRESS                    CA   90630-0000   $2,420.07            05/01/2030          SEP2000             $0.00

 60003455                        8.500        $300,000.00          $299,450.91         $299,450.91         07/01/2000
 CAVALLARO, RICHARD                           05/05/2000           360                 Primary Residence   Purchase
 137 HILLTURN LANE                            Standard             N                   09/01/2000          65.9341
 ROSLYN HEIGHTS             NY   11577-0000   $2,306.74            06/01/2030          SEP2000             $0.00
 60003456                        8.000        $600,000.00          $598,373.46         $573,373.46         06/01/2000
 LUDWIG, EDMUND V                             04/12/2000           360                 Primary Residence   Purchase
 1 WELL HOUSE CLOSE                           Standard             N                   09/01/2000          60.6061
 MAMARONECK                 NY   10543-0000   $4,402.59            05/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 60003457                        7.875        $300,000.00          $296,376.55         $296,376.55         07/01/2000
 GOTTLIEB, JEFF A                             05/03/2000           360                 Primary Residence   Purchase
 11 HOLLY STREET                              Standard             N                   09/01/2000          68.9655
 CRANFORD                   NJ   07016-0000   $2,175.21            06/01/2030          SEP2000             $3,000.00
 60003457                        8.375        $308,000.00          $307,226.20         $307,226.20         06/01/2000
 REINHARDT, STEVEN E                          04/20/2000           360                 Primary Residence   Purchase
 18 BYRON CLOSE                               Standard             N                   09/01/2000          80
 LAGUNA NIGUEL              CA   92677-0000   $2,341.02            05/01/2030          SEP2000             $0.00
 60003458                        8.375        $430,000.00          $428,888.00         $428,888.00         06/01/2000
 BITTEKER, STEPHEN H                          04/28/2000           360                 Primary Residence   Purchase
 3829 DRUMMOND STREET                         Standard             N                   09/01/2000          72.8814
 HOUSTON                    TX   77205-0000   $3,268.31            05/01/2030          SEP2000             $31.68

 60003465                        8.250        $320,000.00          $319,383.63         $319,383.63         07/01/2000
 ROMELLI, KENNETH                             05/30/2000           360                 Primary Residence   Purchase
 6408 MANOR VIEW DRIVE                        Standard             N                   09/01/2000          80
 GAITHERSBURG               MD   20882-0000   $2,404.05            06/01/2030          SEP2000             $0.00
 60003466                        7.875        $300,000.00          $299,376.55         $299,376.55         07/01/2000
 LAFERGOLA, EMANUEL                           06/01/2000           360                 Primary Residence   Purchase
 38 GROVE STREET                              Standard             N                   09/01/2000          75
 GLENWOOD LANDING           NY   11516-0000   $2,175.21            06/01/2030          SEP2000             $0.00
 60003473                        8.250        $318,500.00          $318,296.91         $318,296.91         09/01/2000
 MCCLARY, TIMOTHY L                           07/10/2000           360                 Primary Residence   Purchase
 7601 NE 9TH AVE                              Standard             N                   09/01/2000          79.9247
 MIAMI                      FL   33138-0000   $2,392.78            08/01/2030          SEP2000             $0.00

 60003476                        8.500        $288,000.00          $287,254.49         $287,254.49         08/01/2000
 PETERS, BRIAN                                06/29/2000           360                 Primary Residence   Purchase
 65 KAREN WAY                                 Standard             N                   09/01/2000          90
 SUMMIT                     NJ   07901-0000   $2,214.47            07/01/2030          SEP2000             $395.33
 60003481                        8.375        $310,000.00          $309,806.54         $309,806.54         09/01/2000
 MCINTOSH, MARC C                             07/26/2000           360                 Second Home         Refinance
 4 EAST 28TH STREET                           Standard             N                   09/01/2000          44.6043
 BARNEGAT LIGHT             NJ   08006-0000   $2,356.22            08/01/2030          SEP2000             $0.78
 60003484                        8.375        $335,200.00          $334,991.66         $334,991.66         09/01/2000
 VICTOR, MARK                                 07/14/2000           360                 Second Home         Purchase
 2 SOUTH CLERMONT AVENUE UNIT 4               Standard             N                   09/01/2000          80
 MARGATE                    NJ   08402-0000   $2,547.76            08/01/2030          SEP2000             $0.00

 60003487                        8.875        $450,000.00          $449,747.72         $449,747.72         09/01/2000
 FREEMAN, CHARLES R                           07/14/2000           360                 Primary Residence   Refinance
 3459 SOUTH LAKE GULCH ROAD                   Standard             N                   09/01/2000          67.6692
 CASTLE ROCK                CO   80104-0000   $3,580.40            08/01/2030          SEP2000             $0.01
 60003489                        8.625        $288,850.00          $288,507.69         $288,507.69         08/01/2000
 CAMBONE, CAROL                               06/15/2000           360                 Primary Residence   Purchase
 4248 BEAUMONT STREET                         Standard             N                   09/01/2000          74.2759
 FREMONT                    CA   94536-0000   $2,246.65            07/01/2030          SEP2000             $0.00
 60003490                        8.375        $460,000.00          $459,714.08         $459,714.08         09/01/2000
 KRUGER, NANCY R                              07/21/2000           360                 Primary Residence   Purchase
 46 MT  VERNON STREET UNIT#A                  Standard             N                   09/01/2000          80
 CHARLESTOWN                MA   02129-0000   $3,496.34            08/01/2030          SEP2000             $0.00

 60003490                        8.625        $468,000.00          $467,445.39         $467,723.69         08/01/2000
 FEINSTEIN, MICHAEL L                         06/29/2000           360                 Primary Residence   Purchase
 605 FLAMINGO DRIVE                           Standard             N                   08/01/2000          80
 FT LAUDERDALE              FL   33301-0000   $3,640.06            07/01/2030          SEP2000             $0.00
 60003520                        8.625        $440,000.00          $439,740.23         $439,740.23         09/01/2000
 OLSON, SAMUEL M                              07/11/2000           360                 Primary Residence   Purchase
 9911 SOUTH VERDE LOMA CIRCLE                 Standard             N                   09/01/2000          80
 VILLA PARK                 CA   92861-0000   $3,422.27            08/01/2030          SEP2000             $0.00
 60003520                        8.250        $320,000.00          $319,795.95         $319,795.95         09/01/2000
 MORIMOTO, MATT                               07/18/2000           360                 Primary Residence   Purchase
 4969 MC COY AVENUE                           Standard             N                   09/01/2000          70.3297
 SAN JOSE                   CA   95120-0000   $2,404.05            08/01/2030          SEP2000             $0.00

 60003548                        8.500        $304,000.00          $303,630.36         $302,925.44         08/01/2000
 JACOBUS, KEITH                               06/30/2000           360                 Primary Residence   Refinance
 1555 CAPADARO COURT                          Standard             N                   09/01/2000          80
 MONUMENT                   CO   80132-0000   $2,337.50            07/01/2030          SEP2000             $0.00
 60003551                        8.500        $488,000.00          $487,704.37         $487,704.37         09/01/2000
 DANYLUK, OLEH                                07/18/2000           360                 Primary Residence   Purchase
 950 N MICHIGAN AVENUE #2304                  Standard             N                   09/01/2000          80
 CHICAGO                    IL   60611-0000   $3,752.30            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 60003553                        8.000        $548,000.00          $547,632.30         $547,632.30         09/01/2000
 DEVER, ROBERT                                07/17/2000           360                 Primary Residence   Purchase
 40 STRATFORD ROAD                            Standard             N                   09/01/2000          80
 CANTON                     MA   02021-0000   $4,021.03            08/01/2030          SEP2000             $0.00
 60003590                        8.750        $290,000.00          $289,833.15         $289,665.09         09/01/2000
 HYVESSON, JENNIFER                           07/21/2000           360                 Primary Residence   Purchase
 5 GREGORY LANE                               Standard             N                   10/01/2000          80
 EAST HANOVER               NJ   07936-0000   $2,281.43            08/01/2030          SEP2000             $0.00
 60003591                        8.250        $364,000.00          $363,767.89         $363,767.89         09/01/2000
 VOLK, RICHARD D                              07/18/2000           360                 Primary Residence   Purchase
 10064 QUARRY HILL PLACE                      Standard             N                   09/01/2000          80
 PARKER                     CO   80134-0000   $2,734.61            08/01/2030          SEP2000             $0.00

 60003594                        8.875        $273,000.00          $272,692.77         $272,692.77         08/01/2000
 DUNCAN, STEVEN R                             06/28/2000           360                 Primary Residence   Refinance
 1450 TAOS COURT                              Standard             N                   09/01/2000          75
 RENO                       NV   89511-0000   $2,172.11            07/01/2030          SEP2000             $0.00
 60003597                        7.875        $330,000.00          $329,544.30         $329,544.30         08/01/2000
 FRIEDMAN, MITCHELL                           06/19/2000           360                 Primary Residence   Purchase
 1512 BROOKFIELD ROAD                         Standard             N                   09/01/2000          68.75
 LOWER MAKEFIELD TWP        PA   19067-0000   $2,392.73            07/01/2030          SEP2000             $0.00
 60003599                        8.875        $420,000.00          $419,764.54         $419,764.54         09/01/2000
 NGUYEN, CAT X                                07/07/2000           360                 Primary Residence   Purchase
 766-772 SOUTH 5TH STREET                     Standard             N                   09/01/2000          80
 PHILADELPHIA               PA   19147-0000   $3,341.71            08/01/2030          SEP2000             $0.00

 60003602                        8.500        $640,000.00          $639,612.28         $639,612.28         09/01/2000
 AUERBACH, MICHAEL W                          07/17/2000           360                 Primary Residence   Purchase
 1960 LEWIS LANE                              Standard             N                   09/01/2000          80
 HIGHLAND PARK              IL   60035-0000   $4,921.05            08/01/2030          SEP2000             $0.00
 60003603                        8.000        $350,000.00          $349,513.24         $349,513.24         09/01/2000
 COCCO, CARLO A                               07/17/2000           360                 Primary Residence   Purchase
 4221 HOWELL ROAD                             Standard             N                   09/01/2000          53.8462
 MALVERN                    PA   19355-0000   $2,568.18            08/01/2030          SEP2000             $251.91
 60003614                        8.375        $310,500.00          $310,307.01         $310,307.01         09/01/2000
 WILSON, RODNEY E                             07/21/2000           360                 Primary Residence   Purchase
 1215 W LEXINGTON #E                          Standard             N                   09/01/2000          90
 CHICAGO                    IL   60607-0000   $2,360.02            08/01/2030          SEP2000             $0.00

 60003618                        8.500        $276,000.00          $275,494.84         $275,494.84         07/01/2000
 HOFMANN, KEVIN R                             05/17/2000           360                 Primary Residence   Purchase
 11713 AYRESHIRE ROAD                         Standard             N                   09/01/2000          80
 OAKTON                     VA   22124-0000   $2,122.20            06/01/2030          SEP2000             $0.00
 60003619                        8.375        $350,000.00          $349,342.81         $349,342.81         07/01/2000
 FOSTER, ERIK K                               06/01/2000           360                 Primary Residence   Purchase
 190 SODA CREEK ROAD                          Standard             N                   09/01/2000          64.8148
 EVERGREEN                  CO   80439-0000   $2,660.25            06/01/2030          SEP2000             $0.00
 60003623                        8.250        $408,000.00          $407,739.83         $407,477.87         09/01/2000
 EVANS, MARGARET                              07/12/2000           360                 Primary Residence   Purchase
 5059 WESTMINSTER TERRACE                     Standard             N                   10/01/2000          80
 SAN DIEGO                  CA   92116-0000   $3,065.17            08/01/2030          SEP2000             $0.00

 60003626                        8.250        $416,000.00          $415,646.25         $415,646.25         09/01/2000
 HUGHES, CHARLES E                            07/13/2000           360                 Primary Residence   Purchase
 2771 ASCOT DRIVE                             Standard             N                   09/01/2000          80
 SAN RAMON                  CA   94583-0000   $3,125.27            08/01/2030          SEP2000             $88.48
 60003632                        8.750        $287,000.00          $286,834.88         $286,834.88         09/01/2000
 MERMELSTEIN, ANDREW L                        07/12/2000           360                 Primary Residence   Purchase
 45 RIDINGS WAY                               Standard             N                   09/01/2000          69.4075
 AMBLER                     PA   19002-0000   $2,257.83            08/01/2030          SEP2000             $0.00
 60003647                        8.625        $268,000.00          $267,741.77         $267,741.77         09/01/2000
 PALAMIDES, JAMES J                           07/17/2000           360                 Primary Residence   Purchase
 5 SOUTH CIRCLE OAKS                          Standard             N                   09/01/2000          79.7619
 SANDY                      UT   84092-0000   $2,084.48            08/01/2030          SEP2000             $100.00

 60003659                        8.000        $295,600.00          $295,401.66         $295,401.66         09/01/2000
 SCHLUMPF, JACOB F                            07/14/2000           360                 Primary Residence   Purchase
 15 CHESTNUT AVE                              Standard             N                   09/01/2000          80
 NARBERTH                   PA   19072-0000   $2,169.01            08/01/2030          SEP2000             $0.00
 60003659                        8.125        $391,200.00          $390,944.10         $390,944.10         09/01/2000
 HERMAN, MARK C                               07/03/2000           360                 Primary Residence   Purchase
 239 COLUMBIA  AVENUE                         Standard             N                   09/01/2000          80
 KENSINGTON                 CA   94708-0000   $2,904.65            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 60003676                        8.750        $374,400.00          $373,784.59         $373,164.69         09/01/2000
 SCHWARTZMAN, GREGORY J                       07/21/2000           360                 Primary Residence   Purchase
 126 MILLBROOK LANE                           Standard             N                   10/01/2000          80
 MEDIA                      PA   19063-0000   $2,945.41            08/01/2030          SEP2000             $400.00
 60003677                        8.750        $280,000.00          $279,284.31         $279,284.31         09/01/2000
 KHADEMI, JAMSHID                             07/18/2000           360                 Primary Residence   Purchase
 208 SPARANGO LANE                            Standard             N                   09/01/2000          80
 PLYMOUTH MEETING           PA   19462-0000   $2,202.76            08/01/2030          SEP2000             $554.60
 60003684                        8.375        $367,200.00          $366,971.76         $366,971.76         09/01/2000
 FINNEY, NATHANIEL S                          07/07/2000           360                 Primary Residence   Purchase
 328 WEST LEWIS STREET                        Standard             N                   09/01/2000          80
 SAN DIEGO                  CA   92103-0000   $2,790.99            08/01/2030          SEP2000             $0.00

 60003684                        8.250        $420,000.00          $419,732.18         $419,732.18         09/01/2000
 TOBIN, SAMUEL J                              07/06/2000           360                 Primary Residence   Purchase
 652 MANDANA BOULEVARD                        Standard             N                   09/01/2000          80
 OAKLAND                    CA   94610-0000   $3,155.32            08/01/2030          SEP2000             $0.00
 60003684                        8.375        $500,000.00          $499,689.22         $499,689.22         09/01/2000
 NGUYEN, LAN HONG                             07/07/2000           360                 Primary Residence   Purchase
 2165 CELESTE COURT                           Standard             N                   09/01/2000          79.5054
 SAN JOSE                   CA   95133-0000   $3,800.36            08/01/2030          SEP2000             $0.00
 60003698                        8.625        $255,960.00          $255,960.00         $255,808.88         10/01/2000
 KELCH, CHRISTOPHER                           08/07/2000           360                 Primary Residence   Purchase
 1410 HEPBURN STREET                          Standard             N                   10/01/2000          80
 TRACY                      CA   95376-0000   $1,990.83            09/01/2030          SEP2000             $0.00

 60003700                        8.500        $292,000.00          $291,644.95         $291,644.95         08/01/2000
 JACKSON, GARY L                              06/15/2000           360                 Primary Residence   Purchase
 14686 WYE STREET                             Standard             N                   09/01/2000          80
 SAN DIEGO                  CA   92129-0000   $2,245.23            07/01/2030          SEP2000             $0.00
 60003701                        8.500        $376,000.00          $375,542.83         $375,542.83         08/01/2000
 BROWN, AARON P                               06/21/2000           360                 Primary Residence   Refinance
 8518 WHITE OAK AVENUE                        Standard             N                   09/01/2000          79.1579
 LOS ANGELES                CA   91325-0000   $2,891.11            07/01/2030          SEP2000             $0.00
 60003701                        8.250        $300,000.00          $299,616.08         $299,616.08         08/01/2000
 WALKER, CECILE E                             06/20/2000           360                 Primary Residence   Purchase
 945 HILLSIDE AVENUE                          Standard             N                   09/01/2000          80
 ALBANY                     CA   94706-0000   $2,253.80            07/01/2030          SEP2000             $0.00

 60003701                        8.375        $581,250.00          $580,888.72         $580,524.92         09/01/2000
 SOUNDARARAJAN, SARAVANA                      07/03/2000           360                 Primary Residence   Purchase
 3569 COUR DE JEUNE                           Standard             N                   10/01/2000          75
 SAN JOSE                   CA   95148-0000   $4,417.92            08/01/2030          SEP2000             $0.00
 60003703                        8.500        $328,000.00          $326,998.01         $326,998.01         08/01/2000
 SAMPAYAN, ROSS REYNO                         06/23/2000           360                 Primary Residence   Purchase
 2843 BRIGHTWOOD DRIVE                        Standard             N                   09/01/2000          80
 SAN JOSE                   CA   95148-0000   $2,522.04            07/01/2030          SEP2000             $603.17
 60003704                        8.500        $384,000.00          $383,533.09         $383,533.09         08/01/2000
 LEE, SAMANTHA M                              06/22/2000           360                 Primary Residence   Purchase
 63 IDLEWOOD DRIVE                            Standard             N                   09/01/2000          79.9425
 SOUTH SAN FRANCISCO        CA   94080-0000   $2,952.63            07/01/2030          SEP2000             $0.00

 60003704                        8.500        $290,000.00          $289,647.39         $289,647.39         08/01/2000
 AU, QUOC K                                   06/14/2000           360                 Primary Residence   Purchase
 1182 DRIFTWOOD COURT                         Standard             N                   09/01/2000          74.359
 SUNNYVALE                  CA   94089-0000   $2,229.85            07/01/2030          SEP2000             $0.00
 60003705                        8.625        $580,000.00          $579,312.68         $579,312.68         08/01/2000
 LEVINE, DANIEL S                             06/16/2000           360                 Primary Residence   Refinance
 21 KINGSTON ROAD                             Standard             N                   09/01/2000          69.8795
 KENSINGTON                 CA   94707-0000   $4,511.18            07/01/2030          SEP2000             $0.00
 60003705                        8.750        $296,000.00          $295,658.16         $295,658.16         08/01/2000
 PONGASI, GERALD                              06/21/2000           360                 Primary Residence   Refinance
 2683 RENO DRIVE                              Standard             N                   09/01/2000          73.0864
 SAN JOSE                   CA   95148-0000   $2,328.63            07/01/2030          SEP2000             $0.00

 60003705                        8.250        $476,600.00          $475,990.09         $475,990.09         08/01/2000
 PROLLER, JUDITH M                            06/23/2000           360                 Primary Residence   Purchase
 7084 WESTMOORLAND DRIVE                      Standard             N                   09/01/2000          80
 OAKLAND                    CA   94705-0000   $3,580.54            07/01/2030          SEP2000             ($0.01)
 60003705                        8.125        $400,000.00          $399,474.91         $399,474.91         08/01/2000
 THOMAS, ANDREW C                             06/22/2000           360                 Primary Residence   Purchase
 16 HARBORD COURT                             Standard             N                   09/01/2000          77.0713
 OAKLAND                    CA   94618-0000   $2,969.99            07/01/2030          SEP2000             $0.01



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 60003717                        8.500        $581,250.00          $580,897.88         $580,897.88         09/01/2000
 MORGAN, FRANK HILL                           07/20/2000           360                 Primary Residence   Purchase
 960 TURNER MOUNTAIN ROAD                     Standard             N                   09/01/2000          75
 CHARLOTTESVILLE            VA   22903-0000   $4,469.31            08/01/2030          SEP2000             $0.00
 60003718                        8.500        $350,000.00          $349,574.43         $349,574.43         08/01/2000
 MATTESON, LOIS J                             06/27/2000           360                 Primary Residence   Purchase
 8925 POTOMAC FOREST DRIVE                    Standard             N                   09/01/2000          60.8696
 GREAT FALLS                VA   22066-0000   $2,691.20            07/01/2030          SEP2000             $0.00
 60003718                        8.250        $348,000.00          $347,329.68         $347,329.68         07/01/2000
 DIFERDINANDO, GEORGE T                       06/01/2000           360                 Primary Residence   Purchase
 125 CLOVER LANE                              Standard             N                   09/01/2000          80
 PRINCETON TOWNSHIP         NJ   08540-0000   $2,614.41            06/01/2030          SEP2000             $0.00

 60003718                        9.250        $277,200.00          $276,765.54         $276,765.54         07/01/2000
 BUDD, PETER H                                05/30/2000           360                 Primary Residence   Purchase
 2 WINDMILL DRIVE                             Standard             N                   09/01/2000          90
 MORRISTOWN TOWN            NJ   07960-0000   $2,280.46            06/01/2030          SEP2000             $0.00
 60003719                        8.625        $256,000.00          $255,696.63         $255,543.31         08/01/2000
 SALTZMAN, DAVID                              06/29/2000           360                 Primary Residence   Purchase
 74 CUMMINGS CIRCLE                           Standard             N                   10/01/2000          80
 WEST ORANGE TOWNSHIP       NJ   07052-0000   $1,991.14            07/01/2030          SEP2000             $0.00
 60003719                        8.875        $325,000.00          $324,817.80         $324,817.80         09/01/2000
 KAHN, ROBERT H                               07/28/2000           360                 Primary Residence   Purchase
 125 SHELBOURNE LANE                          Standard             N                   09/01/2000          68.4787
 PHOENIXVILLE               PA   19460-0000   $2,585.85            08/01/2030          SEP2000             $0.00

 60003728                        7.875        $335,200.00          $334,737.13         $334,737.13         08/01/2000
 STILLMAN, JEFFERY T                          06/23/2000           360                 Primary Residence   Purchase
 9114 NORTH GRANT AVENUE                      Standard             N                   09/01/2000          80
 MANASSAS                   VA   20110-0000   $2,430.43            07/01/2030          SEP2000             $0.00
 60003728                        8.375        $400,000.00          $399,248.91         $399,248.91         07/01/2000
 EYE, CHARLES R                               05/19/2000           360                 Primary Residence   Purchase
 12208 JONATHONS GLEN WAY                     Standard             N                   09/01/2000          80
 HERNDON                    VA   20170-0000   $3,040.29            06/01/2030          SEP2000             $0.00
 60003728                        8.625        $422,000.00          $421,499.92         $421,499.92         08/01/2000
 STERN, IVAN M                                06/30/2000           360                 Primary Residence   Purchase
 143 OAKMONT DRIVE                            Standard             N                   09/01/2000          80
 MOORESTOWN                 NJ   08057-0000   $3,282.27            07/01/2030          SEP2000             $0.00

 60003728                        8.875        $311,600.00          $311,125.31         $311,125.31         09/01/2000
 HAVEY, SALLY                                 07/06/2000           360                 Primary Residence   Purchase
 131 SOUTHERN BOULRVARD                       Standard             N                   09/01/2000          80
 CHATHAM TOWNSHIP           NJ   07928-0000   $2,479.23            08/01/2030          SEP2000             $300.00
 60003729                        8.875        $274,500.00          $274,191.08         $274,034.90         08/01/2000
 CORBITT, ANNMARIE                            06/19/2000           360                 Primary Residence   Purchase
 11 HOLLY DRIVE                               Standard             N                   10/01/2000          90
 DENVILLE TOWNSHIP          NJ   07834-0000   $2,184.05            07/01/2030          SEP2000             ($0.01)
 60003729                        8.750        $388,000.00          $387,515.10         $387,515.10         08/01/2000
 GLUCKMAN, HARVEY                             06/30/2000           360                 Primary Residence   Purchase
 37 HANSOM ROAD                               Standard             N                   09/01/2000          80
 BERNARDS TOWNSHIP          NJ   07920-0000   $3,052.40            07/01/2030          SEP2000             $36.81

 60003729                        8.125        $296,000.00          $295,610.76         $295,610.76         08/01/2000
 MATHEWS, MICHAEL S                           06/16/2000           360                 Primary Residence   Purchase
 177 VAN HOUTEN AVENUE                        Standard             N                   09/01/2000          80
 WYCKOFF TOWNSHIP           NJ   07481-0000   $2,197.79            07/01/2030          SEP2000             $0.68
 60003731                        8.625        $288,000.00          $287,658.72         $287,486.24         08/01/2000
 TAMRES, DAVID M                              06/29/2000           360                 Primary Residence   Purchase
 11 HILLCREST DRIVE                           Standard             N                   10/01/2000          80
 RANDOLPH TOWNSHIP          NJ   07869-0000   $2,240.03            07/01/2030          SEP2000             $0.00
 60003775                        8.500        $345,250.00          $345,040.85         $345,040.85         09/01/2000
 BETTNER, MICHAEL D                           07/28/2000           360                 Primary Residence   Purchase
 7284 NORTH SERENOA DRIVE                     Standard             N                   09/01/2000          94.9794
 SARASOTA                   FL   34241-0000   $2,654.67            08/01/2030          SEP2000             $0.00

 60003779                        7.875        $320,000.00          $319,779.78         $319,779.78         09/01/2000
 CRISPELL, DANIEL                             07/28/2000           360                 Primary Residence   Purchase
 298 UPPER GULPH ROAD                         Standard             N                   09/01/2000          73.5632
 RADNOR                     PA   19087-0000   $2,320.22            08/01/2030          SEP2000             $0.00
 60003836                        8.375        $320,000.00          $319,801.10         $319,801.10         09/01/2000
 GEIGER, NICOLE A                             07/10/2000           360                 Primary Residence   Purchase
 1197 SUTTER STREET                           Standard             N                   09/01/2000          80
 BERKELEY                   CA   94707-0000   $2,432.23            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 60003870                        7.875        $385,600.00          $385,334.63         $385,334.63         09/01/2000
 HIMEBAUGH, ROBERTA                           07/12/2000           360                 Primary Residence   Purchase
 3564 WEST LAS POSITAS BOULEVAR               Standard             N                   09/01/2000          80
 PLEASANTON                 CA   94588-0000   $2,795.87            08/01/2030          SEP2000             $0.00
 60003871                        8.750        $286,000.00          $285,835.46         $285,835.46         09/01/2000
 NGUYEN, TUNG V                               07/13/2000           360                 Primary Residence   Purchase
 2042 QUESADA AVENUE                          Standard             N                   09/01/2000          80
 SAN FRANCISCO              CA   94124-0000   $2,249.96            08/01/2030          SEP2000             $0.00
 60003877                        8.125        $324,000.00          $323,788.06         $323,788.06         09/01/2000
 ADAIR, ELIZABETH S                           07/12/2000           360                 Primary Residence   Purchase
 5330 MANILA  AVENUE                          Standard             N                   09/01/2000          80
 OAKLAND                    CA   94618-0000   $2,405.69            08/01/2030          SEP2000             $0.00

 60003891                        8.875        $280,250.00          $280,092.89         $280,092.89         09/01/2000
 SINDACO, JOSEPH P                            07/27/2000           360                 Primary Residence   Purchase
 537 NE 13TH AVENUE                           Standard             N                   09/01/2000          95
 FORT LAUDERDALE            FL   33301-0000   $2,229.79            08/01/2030          SEP2000             $0.00
 60003982                        8.500        $300,000.00          $299,818.26         $299,818.26         09/01/2000
 CASALEGNO, PHILLIP ANTHONY                   07/17/2000           360                 Primary Residence   Refinance
 7440 CRAWFORD COURT                          Standard             N                   09/01/2000          72.9927
 GILROY                     CA   95020-0000   $2,306.74            08/01/2030          SEP2000             $0.00
 60003983                        8.500        $320,000.00          $319,806.15         $319,806.15         09/01/2000
 DIAZ, VICTOR M                               07/19/2000           360                 Primary Residence   Purchase
 11631 TRAILBRUSH POINT                       Standard             N                   09/01/2000          80
 SANDIEGO                   CA   92126-0000   $2,460.52            08/01/2030          SEP2000             $0.00

 60003987                        8.750        $384,000.00          $383,779.07         $383,779.07         09/01/2000
 PHAN, DUNG THANH                             07/19/2000           360                 Primary Residence   Purchase
 3524 MORNINGSIDE DRIVE                       Standard             N                   09/01/2000          79.1753
 STOCKTON                   CA   95219-0000   $3,020.93            08/01/2030          SEP2000             $0.00
 60004004                        8.750        $400,000.00          $399,769.87         $399,538.06         09/01/2000
 LE, LOC                                      07/24/2000           360                 Primary Residence   Refinance
 3479 CHEMIN DE RIVIERE                       Standard             N                   10/01/2000          67.7966
 SAN JOSE                   CA   95148-0000   $3,146.80            08/01/2030          SEP2000             $0.00
 60004231                        9.000        $315,000.00          $315,000.00         $314,827.93         10/01/2000
 BARRINGER, JOAN H                            08/18/2000           360                 Primary Residence   Refinance
 2731 ROBINWOOD RD                            Standard             N                   10/01/2000          71.5909
 GASTONIA                   NC   28054-0000   $2,534.57            09/01/2030          SEP2000             $0.00

 60004258                        8.750        $328,000.00          $328,000.00         $328,000.00         10/01/2000
 STEPHENS, KENDRIC B                          08/10/2000           360                 Primary Residence   Purchase
 2416 GRANDVIEW STREET                        Standard             N                   09/01/2000          80
 SAN DIEGO                  CA   92110-0000   $2,580.38            09/01/2030          SEP2000             $0.00
 65125211                        8.250        $300,000.00          $299,616.08         $299,616.08         08/01/2000
 KIM, JUSTIN J                                06/19/2000           360                 Primary Residence   Purchase
 32 NORTH RIDGE ROAD                          Standard             N                   09/01/2000          69.8122
 VILLAGE OF POMONA          NY   10970-0000   $2,253.80            07/01/2030          SEP2000             $0.00
 65126296                        7.875        $348,300.00          $345,315.27         $345,572.87         12/01/1999
 SALUMBIDES, JOHN V                           10/26/1999           360                 Primary Residence   Purchase
 4434 STEWART AVENUE                          Standard             N                   08/01/2000          90
 LOS ANGELES                CA   90066-0000   $2,525.42            11/01/2029          SEP2000             $515.68

 65126297                        8.875        $350,000.00          $349,606.11         $349,606.11         08/01/2000
 BERNS, DONALD L                              06/08/2000           360                 Primary Residence   Refinance
 1470 TAMA STREET                             Standard             N                   09/01/2000          53.8461
 MARION                     IA   52302-0000   $2,784.76            07/01/2030          SEP2000             $0.00
 65126795                        9.875        $400,000.00          $398,503.57         $398,309.52         02/01/2000
 VARACCHI, JOHN                               12/07/1999           360                 Primary Residence   Purchase
 31 PEACOCK LN                                Standard             N                   10/01/2000          72.7272
 EAST QUOGE                 NY   11959-0000   $3,473.40            01/01/2030          SEP2000             ($0.01)
 65128045                        8.500        $325,800.00          $325,002.05         $324,799.02         06/01/2000
 MC GRATH, GARY P                             04/28/2000           360                 Primary Residence   Purchase
 1626 CIRQUE COURT                            Standard             N                   10/01/2000          90
 ENCINITAS                  CA   92024-0000   $2,505.13            05/01/2030          SEP2000             $0.00

 65128048                        8.875        $109,500.00          $109,438.60         $109,376.75         09/01/2000
 TRAN, THANG N                                07/21/2000           360                 Primary Residence   Purchase
 788 CHIPPENDALE DRIVE                        Standard             N                   10/01/2000          75
 VIRGINIA BEACH             VA   23456-0000   $871.24              08/01/2030          SEP2000             $0.00
 65128545                        8.125        $175,400.00          $175,169.73         $175,169.73         08/01/2000
 HAWKINS, DONALD S                            06/13/2000           360                 Primary Residence   Refinance
 8823 LIBERTYTOWN ROAD                        Standard             N                   09/01/2000          64.249
 BERLIN                     MD   21811-0000   $1,302.35            07/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65200627                        8.500        $252,700.00          $252,392.73         $252,392.73         08/01/2000
 REUTHER, RONALD L                            06/07/2000           360                 Primary Residence   Purchase
 18827 GLEN CAIRN WAY                         Standard             N                   09/01/2000          74.376
 STRONGSVILLE               OH   44136-0000   $1,943.05            07/01/2030          SEP2000             $0.00
 65201205                        8.750        $339,500.00          $338,909.73         $338,909.73         07/01/2000
 CAMPBELL, MAUREEN E                          05/16/2000           360                 Primary Residence   Purchase
 44 PEMBROKE                                  Standard             N                   09/01/2000          79.8898
 IRVINE                     CA   92618-0000   $2,670.85            06/01/2030          SEP2000             $0.00
 65201565                        8.125        $252,700.00          $252,368.26         $252,200.70         08/01/2000
 ROBERTO, CYNTHIA                             06/13/2000           360                 Primary Residence   Purchase
 268 CRESTWOOD AVENUE                         Standard             N                   10/01/2000          60.1666
 YONKERS                    NY   10707-0000   $1,876.30            07/01/2030          SEP2000             $0.00

 65203311                        7.990        $292,000.00          $290,597.96         $290,597.96         03/01/2000
 KEEGAN, DOUG M                               01/10/2000           360                 Primary Residence   Refinance
 1622 ARD EEVIN AVENUE                        Standard             N                   09/01/2000          58.4
 GLENDALE                   CA   91202-0000   $2,140.56            02/01/2030          SEP2000             $0.00
 65203454                        8.375        $638,400.00          $637,603.61         $637,603.61         08/01/2000
 HJERLING, RICHARD D                          06/09/2000           360                 Primary Residence   Purchase
 2355 ALICE ANN ROAD                          Standard             N                   09/01/2000          80
 NEWBURY PARK               CA   91320-0000   $4,852.31            07/01/2030          SEP2000             $0.00
 65204625                        7.990        $305,000.00          $304,380.69         $304,380.69         07/01/2000
 STORY, RON M                                 05/08/2000           360                 Primary Residence   Purchase
 11832 ROCOSO ROAD                            Standard             N                   09/01/2000          88.4057
 LAKESIDE                   CA   92040-0000   $2,235.86            06/01/2030          SEP2000             $0.00

 65206343                        8.250        $250,000.00          $249,680.06         $249,680.06         08/01/2000
 FILIAN, KIMBERLY M                           06/15/2000           360                 Primary Residence   Purchase
 619 OXBOW                                    Standard             N                   09/01/2000          59.5238
 BARRINGTON                 IL   60010-0000   $1,878.17            07/01/2030          SEP2000             $0.00
 65206349                        8.375        $639,200.00          $638,002.61         $638,002.61         08/01/2000
 BRAZIER, JOSELYNN M                          06/09/2000           360                 Primary Residence   Purchase
 4207 CHESTNUT AVENUE                         Standard             N                   09/01/2000          80
 LONG BEACH                 CA   90807-0000   $4,858.39            07/01/2030          SEP2000             $400.00
 65206380                        8.875        $430,000.00          $429,516.08         $429,516.08         08/01/2000
 HENDERSON, JOY L                             06/07/2000           360                 Primary Residence   Purchase
 6610 PEACEFUL MEADOW LANE                    Standard             N                   09/01/2000          67.4785
 CENTREVILLE                VA   20120-0000   $3,421.28            07/01/2030          SEP2000             ($0.01)

 65206994                        7.625        $446,392.00          $445,416.56         $445,416.56         07/01/2000
 GOSLA, YUSUF M                               05/03/2000           360                 Primary Residence   Purchase
 22 WINFIELD DRIVE LADERA RANC                Standard             N                   09/01/2000          80
 LADERA RANCH AREA          CA   92694-0000   $3,159.54            06/01/2030          SEP2000             $0.00
 65207089                        8.625        $480,000.00          $479,143.67         $479,143.67         07/01/2000
 MONTOYA, MARK T                              05/19/2000           360                 Primary Residence   Purchase
 4216 STANBRIDGE AVENUE                       Standard             N                   09/01/2000          80
 LONG BEACH                 CA   90808-0000   $3,733.40            06/01/2030          SEP2000             $0.00
 65207775                        8.625        $263,600.00          $263,287.62         $263,129.74         08/01/2000
 MARTINEZ, MARK                               06/12/2000           360                 Primary Residence   Purchase
 6751 HILLSIDE LANE                           Standard             N                   10/01/2000          80
 WHITTIER                   CA   90602-0000   $2,050.26            07/01/2030          SEP2000             ($0.01)

 65208195                        8.250        $280,000.00          $279,460.66         $279,460.66         07/01/2000
 CERCONE, LAURA J                             05/15/2000           360                 Primary Residence   Purchase
 210 CALLE CORTEZ                             Standard             N                   09/01/2000          80
 SAN CLEMENTE               CA   92672-0000   $2,103.55            06/01/2030          SEP2000             $0.00
 65208447                        8.250        $304,000.00          $303,806.14         $303,806.14         09/01/2000
 WOLF, LAURENCE J                             07/14/2000           360                 Primary Residence   Purchase
 164 SKILLMAN ROAD                            Standard             N                   09/01/2000          80
 MONTOGOMERY TWP            NJ   08558-0000   $2,283.86            08/01/2030          SEP2000             $0.00
 65208537                        8.750        $348,000.00          $347,598.10         $347,598.10         08/01/2000
 SORENSEN, STEVEN T                           06/07/2000           360                 Primary Residence   Refinance
 23330 AGRAMONTE DRIVE                        Standard             N                   09/01/2000          79.0909
 SANTA CLARITA              CA   91321-0000   $2,737.72            07/01/2030          SEP2000             $0.00

 65208670                        8.375        $405,200.00          $404,439.13         $404,439.13         07/01/2000
 DAVIS, ANDREW G                              05/01/2000           360                 Primary Residence   Purchase
 617 NEVADA STREET                            Standard             N                   09/01/2000          80
 SAUSALITO                  CA   94965-0000   $3,079.82            06/01/2030          SEP2000             $0.00
 65209095                        8.125        $300,000.00          $299,407.25         $299,407.25         07/01/2000
 CANNON, PAUL                                 05/03/2000           360                 Primary Residence   Purchase
 17691 LIMETREE WAY                           Standard             N                   09/01/2000          80
 TUSTIN                     CA   92780-0000   $2,227.50            06/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65209306                        8.125        $360,000.00          $359,288.74         $359,288.74         07/01/2000
 LOUIE, JANET                                 05/10/2000           360                 Primary Residence   Purchase
 1064 MANGROVE LANE                           Standard             N                   09/01/2000          78.2608
 ALAMEDA                    CA   94501-0000   $2,672.99            06/01/2030          SEP2000             $0.00
 65209709                        8.000        $420,000.00          $419,718.18         $419,718.18         09/01/2000
 CHILDERS, BRADLEY P                          07/03/2000           360                 Primary Residence   Purchase
 2061 FLETCHER AVENUE                         Standard             N                   09/01/2000          80
 SOUTH PASADENA             CA   91030-0000   $3,081.82            08/01/2030          SEP2000             $0.00
 65209801                        8.375        $434,000.00          $433,183.78         $433,183.78         07/01/2000
 DEVER, JOHN R                                05/17/2000           360                 Primary Residence   Refinance
 20 DEANS CORNER ROAD                         Standard             N                   09/01/2000          65.7575
 BREWSTER                   NY   10509-0000   $3,298.72            06/01/2030          SEP2000             $1.27

 65209977                        8.625        $460,000.00          $458,777.92         $458,777.92         07/01/2000
 SANCHEZ, CORINNE                             05/09/2000           360                 Primary Residence   Purchase
 307 LAWSON PLACE                             Standard             N                   09/01/2000          80
 GLENDALE                   CA   91202-0000   $3,577.84            06/01/2030          SEP2000             $401.44
 65210084                        8.625        $340,000.00          $338,727.56         $338,727.56         07/01/2000
 WEINBERG, DAVID M                            05/18/2000           360                 Primary Residence   Purchase
 9725 TUNNEY AVENUE                           Standard             N                   09/01/2000          79.5321
 NORTHRIDGE                 CA   91324-0000   $2,644.49            06/01/2030          SEP2000             $665.88
 65210223                        8.125        $336,000.00          $335,336.12         $335,336.12         07/01/2000
 JONES, STEVEN                                05/31/2000           360                 Primary Residence   Purchase
 22 SUMMIT AVE REDLANDS                       Standard             N                   09/01/2000          80
 REDLANDS                   CA   92373-0000   $2,494.80            06/01/2030          SEP2000             $0.01

 65210235                        8.125        $321,300.00          $320,363.14         $320,363.14         07/01/2000
 SEAMAN, KIRK L                               05/15/2000           360                 Primary Residence   Purchase
 1031 CYRUS LANE                              Standard             N                   09/01/2000          79.9918
 ARCADIA                    CA   91007-0000   $2,385.65            06/01/2030          SEP2000             $302.04
 65210283                        8.375        $374,000.00          $372,821.31         $372,821.31         05/01/2000
 BOBUS, STEVEN G                              03/31/2000           360                 Primary Residence   Refinance
 130 VAN BUREN COURT                          Standard             N                   09/01/2000          79.5744
 NOVATO                     CA   94947-0000   $2,842.68            04/01/2030          SEP2000             ($0.01)
 65210403                        8.000        $400,000.00          $399,461.43         $399,461.43         08/01/2000
 SHUKLA, VINOD                                06/26/2000           360                 Primary Residence   Purchase
 26 GREY PEBBLE COURT                         Standard             N                   09/01/2000          67.8094
 DARNESTOWN                 MD   20874-0000   $2,935.06            07/01/2030          SEP2000             ($0.01)

 65210593                        8.375        $294,000.00          $293,633.24         $293,447.94         08/01/2000
 HUGHES, DANIEL W                             06/08/2000           360                 Primary Residence   Purchase
 10 CHESTNUT LANE                             Standard             N                   10/01/2000          80
 NEW HOPE                   PA   18938-0000   $2,234.62            07/01/2030          SEP2000             ($0.01)
 65210703                        8.125        $750,000.00          $745,497.83         $745,497.83         07/01/2000
 SCALERA, RONALD P                            05/19/2000           360                 Primary Residence   Purchase
 3628 FAWNDALE PLACE SHERMAN OA               Standard             N                   09/01/2000          72.2891
 LOS ANGELES                CA   91403-0000   $5,568.73            06/01/2030          SEP2000             $3,020.37
 65210779                        8.250        $360,000.00          $359,738.73         $359,507.37         09/01/2000
 BLUM, DAVID                                  07/13/2000           360                 Primary Residence   Purchase
 800 EAST OCEAN BLVD 1601 & 1602              Standard             N                   10/01/2000          80
 LONG BEACH                 CA   90802-0000   $2,704.56            08/01/2030          SEP2000             $31.71

 65211185                        8.125        $317,300.00          $316,673.09         $316,673.09         07/01/2000
 ACKERSON, DAVID B                            05/16/2000           360                 Primary Residence   Purchase
 17166 SUNDERLAND DRIVE                       Standard             N                   09/01/2000          95
 GRANADA HILLS              CA   91344-0000   $2,355.95            06/01/2030          SEP2000             ($0.01)
 65211260                        8.125        $310,000.00          $309,797.21         $309,797.21         09/01/2000
 OWEN, MATTHEW K                              07/12/2000           360                 Primary Residence   Purchase
 10141 SIGNET CIR                             Standard             N                   09/01/2000          73.8095
 HUNTINGTON BEACH           CA   92646-0000   $2,301.75            08/01/2030          SEP2000             $0.00
 65211495                        7.750        $300,000.00          $298,759.37         $298,759.37         07/01/2000
 WEICKERT, BRENT D                            05/04/2000           360                 Primary Residence   Purchase
 2814 ASHBERRY COURT                          Standard             N                   09/01/2000          50
 FULLERTON                  CA   92835-0000   $2,149.24            06/01/2030          SEP2000             $601.30

 65211505                        8.625        $333,917.00          $333,156.31         $333,156.31         07/01/2000
 COLEMAN, RUSSELL T                           05/25/2000           360                 Primary Residence   Purchase
 7 MORRISON LANE                              Standard             N                   09/01/2000          90.0002
 WESTFORD                   MA   01886-0000   $2,597.18            06/01/2030          SEP2000             $164.97
 65211585                        9.000        $86,000.00           $85,858.00          $85,761.55          07/01/2000
 WALLER, ROBERT M                             05/02/2000           360                 Primary Residence   Refinance
 601 NORTH PERRY STREET                       Stated Income        N                   11/01/2000          68.8
 GREENVILLE                 AL   36037-0000   $691.98              06/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65211606                        8.375        $248,000.00          $247,690.63         $247,690.63         08/01/2000
 MURILLO, DAVID F                             06/14/2000           360                 Primary Residence   Purchase
 10 CALLE RANCHERA                            Standard             N                   09/01/2000          80
 RANCHO SANTA MARGAR        CA   92688-0000   $1,884.98            07/01/2030          SEP2000             $0.00
 65211622                        8.500        $252,700.00          $251,839.69         $251,839.69         07/01/2000
 LUCIAN, KAREN LYNNE                          05/15/2000           360                 Primary Residence   Purchase
 78220 SUNRISE MOUNTAIN VIEW                  Standard             N                   09/01/2000          76.3056
 PALM DESERT                CA   92211-0000   $1,943.05            06/01/2030          SEP2000             $397.77
 65211728                        8.375        $629,000.00          $627,818.91         $627,818.91         07/01/2000
 GOPISETTY, SANDEEP                           05/12/2000           360                 Primary Residence   Purchase
 19041 CLAYTON AVENUE                         Standard             N                   09/01/2000          79.7211
 MORGAN HILL                CA   95037-0000   $4,780.86            06/01/2030          SEP2000             ($0.01)

 65211737                        8.375        $300,000.00          $299,625.76         $299,625.76         08/01/2000
 FITZPATRICK, LYNNE B                         06/29/2000           360                 Primary Residence   Purchase
 2945 CALLE FRONTERA                          Standard             N                   09/01/2000          80
 SAN CLEMENTE               CA   92673-0000   $2,280.22            07/01/2030          SEP2000             $0.00
 65211782                        8.375        $420,000.00          $419,476.06         $419,211.34         08/01/2000
 GLENNON, JOSEPH T                            06/07/2000           360                 Primary Residence   Purchase
 127 EAST NECK ROAD                           Standard             N                   10/01/2000          60.0085
 HUNTINGTON                 NY   11743-0000   $3,192.31            07/01/2030          SEP2000             $0.00
 65211812                        8.250        $378,000.00          $377,758.96         $377,516.26         09/01/2000
 KELCHNER, WILLIAM H                          07/14/2000           360                 Primary Residence   Purchase
 5 SUSAN LANE                                 Standard             N                   10/01/2000          89.5734
 NEWTOWN                    CT   06470-0000   $2,839.79            08/01/2030          SEP2000             $0.00

 65211881                        8.000        $270,000.00          $269,414.95         $269,414.95         07/01/2000
 BUNCE, PATRICK J                             05/22/2000           360                 Primary Residence   Purchase
 4538 AVENIDA DE LAS ESTRELLAS                Standard             N                   09/01/2000          79.4117
 YORBA LINDA                CA   92886-0000   $1,981.17            06/01/2030          SEP2000             $37.91
 65211907                        8.500        $401,400.00          $400,911.94         $400,911.94         08/01/2000
 CHING, PETER C                               06/06/2000           360                 Primary Residence   Purchase
 2340 WEST CASPER COURT                       Standard             N                   09/01/2000          79.9913
 LA HABRA                   CA   90631-0000   $3,086.42            07/01/2030          SEP2000             $0.00
 65211950                        8.000        $330,000.00          $329,555.66         $329,555.66         08/01/2000
 KASHDAN, ALAN                                06/22/2000           360                 Primary Residence   Purchase
 2 EMMA COURT                                 Standard             N                   09/01/2000          50.0075
 MAHWAH                     NJ   07430-0000   $2,421.43            07/01/2030          SEP2000             $0.00

 65211954                        7.750        $398,990.00          $398,097.58         $398,097.58         07/01/2000
 GUPTA, VINEY                                 05/17/2000           360                 Primary Residence   Purchase
 6975 EAST MAGDALENA DRIVE                    Standard             N                   09/01/2000          74.9995
 ORANGE                     CA   92867-0000   $2,858.42            06/01/2030          SEP2000             $42.12
 65212043                        8.250        $350,000.00          $349,552.09         $349,552.09         08/01/2000
 LIISTRO, PAUL T                              06/15/2000           360                 Second Home         Purchase
 4 LOCHWOOD                                   Standard             N                   09/01/2000          53.8461
 CROMWELL                   CT   06416-0000   $2,629.44            07/01/2030          SEP2000             $0.00
 65212145                        8.250        $326,700.00          $326,070.71         $325,858.06         07/01/2000
 ISTRATE, CONSTANTIN                          05/19/2000           360                 Primary Residence   Purchase
 2438 VIA CIELO                               Standard             N                   10/01/2000          90
 HACIENDA HEIGHTS           CA   90601-0000   $2,454.39            06/01/2030          SEP2000             $0.00

 65212203                        8.375        $314,800.00          $314,186.87         $314,186.87         07/01/2000
 CONTILLO, CHERYL A                           05/23/2000           360                 Primary Residence   Purchase
 6405 SAN ANDRES AVENUE                       Standard             N                   09/01/2000          80
 CYPRESS                    CA   90630-0000   $2,392.71            06/01/2030          SEP2000             $22.02
 65212226                        8.375        $550,700.00          $550,013.03         $550,013.03         08/01/2000
 CRUSING, JOHN R                              06/23/2000           360                 Primary Residence   Purchase
 1750 MARILYN LANE                            Standard             N                   09/01/2000          79.9891
 SAN MARCOS                 CA   92069-0000   $4,185.72            07/01/2030          SEP2000             $0.00
 65212400                        8.500        $399,000.00          $398,116.29         $398,116.29         07/01/2000
 PETRIE, LOUIS C                              05/09/2000           360                 Primary Residence   Purchase
 3766 GRANDVIEW BOULEVARD                     Standard             N                   09/01/2000          79.9599
 LOS ANGELES                CA   90066-0000   $3,067.97            06/01/2030          SEP2000             $153.40

 65212453                        8.250        $352,000.00          $351,549.54         $351,549.54         08/01/2000
 AUBERT, GARTH W                              06/08/2000           360                 Primary Residence   Purchase
 462 NORTH SEGOVIA AVENUE                     Standard             N                   09/01/2000          80
 SAN GABRIEL                CA   91775-0000   $2,644.46            07/01/2030          SEP2000             $0.00
 65212636                        8.500        $330,000.00          $329,395.98         $329,395.98         07/01/2000
 GUTIERREZ, WILLIAM M                         05/15/2000           360                 Primary Residence   Purchase
 2895 TEAL STREET                             Standard             N                   09/01/2000          75.862
 LA VERNE                   CA   91750-0000   $2,537.42            06/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65212680                        8.500        $493,000.00          $492,400.55         $492,400.55         08/01/2000
 MALLDER, SPENCER A                           06/27/2000           360                 Primary Residence   Purchase
 150 W 56TH STREET #3702                      Standard             N                   09/01/2000          85
 NEW YORK                   NY   10019-0000   $3,790.75            07/01/2030          SEP2000             $0.00
 65212684                        8.375        $375,000.00          $374,057.82         $374,057.82         06/01/2000
 SCHULTE, MATT P                              04/24/2000           360                 Primary Residence   Refinance
 5528 TRAIL SIDE DRIVE                        Standard             N                   09/01/2000          76.5306
 YORBA LINDA                CA   92887-0000   $2,850.28            05/01/2030          SEP2000             $0.00
 65212705                        8.125        $320,000.00          $319,579.92         $319,579.92         08/01/2000
 UMAMOTO, STANLEY J                           06/19/2000           360                 Primary Residence   Refinance
 12612 KENNY DRIVE                            Standard             N                   09/01/2000          80
 LOS ANGELES                CA   91344-0000   $2,376.00            07/01/2030          SEP2000             $0.00

 65212707                        8.375        $292,000.00          $291,451.68         $291,451.68         07/01/2000
 ROBIN, STEPHEN L                             05/11/2000           360                 Primary Residence   Refinance
 3537 GLADIOLA DRIVE                          Standard             N                   09/01/2000          78.9189
 CALABASAS                  CA   91302-0000   $2,219.42            06/01/2030          SEP2000             $0.00
 65212758                        8.375        $450,000.00          $449,438.64         $449,438.64         08/01/2000
 JOHANSEN, RUNE G                             06/15/2000           360                 Primary Residence   Purchase
 11630 SW 62ND AVENUE                         Standard             N                   09/01/2000          84.9056
 PINE CREST                 FL   33156-0000   $3,420.33            07/01/2030          SEP2000             $0.00
 65212791                        7.875        $300,000.00          $299,376.55         $299,376.55         07/01/2000
 WHITE, CHERYL D                              05/01/2000           360                 Primary Residence   Refinance
 14281 BOURGEOIS WAY                          Standard             N                   09/01/2000          75
 SAN DIEGO                  CA   92129-0000   $2,175.21            06/01/2030          SEP2000             $0.00

 65212791                        8.125        $276,000.00          $275,586.27         $275,586.27         08/01/2000
 DAVIS, GERALD L                              06/16/2000           360                 Primary Residence   Purchase
 3364 SAGUNTO STREET                          Standard             N                   09/01/2000          80
 SANTA YNEZ                 CA   93460-0000   $2,049.30            07/01/2030          SEP2000             $51.41
 65212848                        8.625        $338,200.00          $337,553.55         $337,553.55         07/01/2000
 WOOD, YUNMI P                                05/23/2000           360                 Primary Residence   Purchase
 17920 ERWIN STREET                           Standard             N                   09/01/2000          95
 ENCINO                     CA   91316-0000   $2,630.49            06/01/2030          SEP2000             $43.10
 65213054                        8.250        $379,900.00          $379,413.82         $379,168.22         08/01/2000
 DAMATARCA, MIHAIL                            06/15/2000           360                 Primary Residence   Purchase
 49 SOUTHERN HILLS DRIVE                      Standard             N                   10/01/2000          89.9791
 ALISO VIEJO AREA           CA   92656-0000   $2,854.07            07/01/2030          SEP2000             $0.00

 65213095                        8.125        $350,000.00          $349,771.04         $349,771.04         09/01/2000
 GEE, JOHN F                                  07/24/2000           360                 Primary Residence   Purchase
 6205 VIEW CREST DRIVE                        Standard             N                   09/01/2000          56.0448
 OAKLAND                    CA   94619-0000   $2,598.75            08/01/2030          SEP2000             $0.00
 65213122                        8.875        $276,800.00          $276,488.49         $276,331.00         08/01/2000
 TRIEU, THAI W                                06/07/2000           360                 Primary Residence   Purchase
 7835 EAST MARGARET COURT                     Standard             N                   10/01/2000          80
 ANAHEIM                    CA   92807-0000   $2,202.35            07/01/2030          SEP2000             $0.00
 65213194                        8.625        $421,500.00          $421,000.49         $421,000.49         08/01/2000
 LE VAN, EDWARD E                             06/12/2000           360                 Primary Residence   Purchase
 3178 CORTE HERMOSA                           Standard             N                   09/01/2000          79.9848
 NEWPORT BEACH              CA   92660-0000   $3,278.39            07/01/2030          SEP2000             $0.00

 65213211                        8.375        $572,000.00          $570,925.92         $570,925.92         07/01/2000
 TONYAN, FRANCIS D                            05/19/2000           360                 Primary Residence   Purchase
 610 CALLE REATA                              Standard             N                   09/01/2000          80
 SAN CLEMENTE               CA   92672-0000   $4,347.62            06/01/2030          SEP2000             $0.01
 65213284                        8.625        $538,300.00          $537,339.68         $537,339.68         07/01/2000
 RODAS, ANTHONY G                             05/19/2000           360                 Primary Residence   Other
 816 ROSECRANS AVE                            Standard             N                   09/01/2000          66.4567
 MANHATTAN BEACH            CA   90266-0000   $4,186.85            06/01/2030          SEP2000             ($0.01)
 65213299                        7.875        $263,200.00          $262,836.53         $262,836.53         08/01/2000
 GALLEGOS, SUSAN R                            06/12/2000           360                 Primary Residence   Purchase
 1035 EAST BENNETT AVENUE                     Standard             N                   09/01/2000          80
 GLENDORA                   CA   91741-0000   $1,908.39            07/01/2030          SEP2000             $0.00

 65213311                        8.125        $406,000.00          $405,197.85         $405,197.85         07/01/2000
 HOLMSKY, CYNTHIA A                           05/23/2000           360                 Primary Residence   Purchase
 109 MONTE VISTA DRIVE                        Standard             N                   09/01/2000          80
 MONTEREY                   CA   93940-0000   $3,014.54            06/01/2030          SEP2000             $0.00
 65213328                        8.250        $280,000.00          $279,821.45         $279,641.67         09/01/2000
 SASSE, KENT C                                07/21/2000           360                 Primary Residence   Purchase
 3315 MARKRIDGE DRIVE                         Standard             N                   10/01/2000          80
 RENO                       NV   89509-0000   $2,103.55            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65213342                        8.500        $290,000.00          $289,824.32         $289,647.39         09/01/2000
 NGUYEN, HIEP N                               07/31/2000           360                 Primary Residence   Purchase
 905 LORAINE AVENUE                           Standard             N                   10/01/2000          74.3589
 SOUTH PLAINFIELD           NJ   07080-0000   $2,229.85            08/01/2030          SEP2000             $0.00
 65213343                        8.375        $369,600.00          $369,138.94         $369,138.94         08/01/2000
 HARRIS, ELWYN D                              06/15/2000           360                 Primary Residence   Purchase
 5308 BALLONA LANE                            Standard             N                   09/01/2000          80
 CULVER CITY                CA   90230-0000   $2,809.23            07/01/2030          SEP2000             $0.00
 65213437                        7.875        $451,500.00          $450,561.71         $450,561.71         07/01/2000
 TRIVEDI, SHRIKANT                            05/19/2000           360                 Primary Residence   Refinance
 1208 REMBRANDT DRIVE                         Standard             N                   09/01/2000          70
 SUNNYVALE                  CA   94087-0000   $3,273.69            06/01/2030          SEP2000             $0.00

 65213457                        8.375        $487,500.00          $482,840.00         $482,840.00         07/01/2000
 MORIARTY, PATRICK J                          05/25/2000           360                 Primary Residence   Refinance
 604 FLORENCE RD                              Standard             N                   09/01/2000          77.3809
 RIVER VALE                 NJ   07675-0000   $3,705.36            06/01/2030          SEP2000             $3,744.59
 65213469                        8.375        $355,000.00          $354,333.39         $354,333.39         07/01/2000
 JACOBSEN, RANDALL R                          05/07/2000           360                 Primary Residence   Refinance
 141 PALMETTA ST                              Standard             N                   09/01/2000          74.7368
 SANTA CRUZ                 CA   95060-0000   $2,698.26            06/01/2030          SEP2000             $0.01
 65213472                        7.875        $348,800.00          $348,318.32         $348,318.32         08/01/2000
 ENGEL, THOMAS                                06/15/2000           360                 Primary Residence   Purchase
 4205 BOXELDER PLACE                          Standard             N                   09/01/2000          80
 DAVIS                      CA   95616-0000   $2,529.05            07/01/2030          SEP2000             $0.00

 65213494                        7.875        $320,000.00          $319,558.09         $319,558.09         08/01/2000
 PETERS, EDWARD A                             06/15/2000           360                 Primary Residence   Purchase
 410 BARNESLEY LANE                           Standard             N                   09/01/2000          76.2086
 ALPHARETTA                 GA   30022-0000   $2,320.23            07/01/2030          SEP2000             $0.00
 65213502                        8.250        $323,900.00          $323,693.45         $323,693.45         09/01/2000
 SILVA, MANUEL G                              07/21/2000           360                 Primary Residence   Purchase
 30 ANTELOPE CIRCLE                           Standard             N                   09/01/2000          89.9972
 NORTH KINGSTOWN            RI   02852-0000   $2,433.36            08/01/2030          SEP2000             $0.00
 65213509                        8.250        $268,000.00          $267,829.10         $267,829.10         09/01/2000
 CARNAHAN, MARK                               07/26/2000           360                 Primary Residence   Purchase
 1826 TANAGER DRIVE                           Standard             N                   09/01/2000          80
 COSTA MESA                 CA   92626-0000   $2,013.40            08/01/2030          SEP2000             $0.00

 65213546                        8.375        $388,000.00          $387,515.97         $387,271.42         08/01/2000
 OH, KENNETH K                                06/08/2000           360                 Primary Residence   Purchase
 418 HILLSBOROUGH STREET                      Standard             N                   10/01/2000          80
 THOUSAND OAKS              CA   91361-0000   $2,949.09            07/01/2030          SEP2000             $0.00
 65213551                        8.625        $280,000.00          $279,500.46         $279,500.46         07/01/2000
 BURGUILLOS, GERALD                           05/09/2000           360                 Primary Residence   Refinance
 2755 SHERLOCK                                Standard             N                   09/01/2000          80
 SAN JOSE                   CA   95121-0000   $2,177.82            06/01/2030          SEP2000             $0.01
 65213570                        8.250        $307,500.00          $306,907.68         $306,907.68         07/01/2000
 HACKEN, ROBERT E                             05/09/2000           360                 Primary Residence   Refinance
 3416 CRESTWOOD COURT                         Standard             N                   09/01/2000          75
 NEWBURY PARK               CA   91320-0000   $2,310.15            06/01/2030          SEP2000             $0.00

 65213584                        8.500        $408,000.00          $407,503.91         $407,752.83         08/01/2000
 ALI, MIR NADIR                               06/09/2000           360                 Primary Residence   Purchase
 2003 GREENWOOD OAKS DRIVE                    Standard             N                   08/01/2000          80
 HOUSTON                    TX   77062-0000   $3,137.17            07/01/2030          SEP2000             $0.00
 65213645                        8.625        $406,000.00          $404,835.56         $404,441.82         07/01/2000
 MESTAS, TERRY A                              05/05/2000           300                 Primary Residence   Refinance
 18382 OXBORO LANE                            Standard             N                   10/01/2000          78.0769
 HUNTINGTON BEACH           CA   92648-0000   $3,303.50            06/01/2025          SEP2000             ($0.01)
 65213659                        8.500        $562,500.00          $561,816.05         $561,816.05         08/01/2000
 MAXWELL, MICHAEL B                           06/02/2000           360                 Primary Residence   Refinance
 2989 WOODSTOCK ROAD                          Standard             N                   09/01/2000          71.2025
 SANTA YNEZ                 CA   93460-0000   $4,325.14            07/01/2030          SEP2000             $0.01

 65213666                        8.250        $500,000.00          $499,360.13         $499,360.13         08/01/2000
 CASS, CHARLENE M                             06/30/2000           360                 Primary Residence   Purchase
 44 WILDWOOD LANE                             Standard             N                   09/01/2000          73.3137
 WESTON                     CT   06883-0000   $3,756.34            07/01/2030          SEP2000             $0.00
 65213670                        8.250        $266,400.00          $266,230.12         $266,230.12         09/01/2000
 D'AMATO, ANTHONY R                           07/19/2000           360                 Second Home         Purchase
 968 SOUTH FLINT RIDGE WAY                    Standard             N                   09/01/2000          90
 ANAHEIM                    CA   92808-0000   $2,001.38            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65213691                        8.625        $312,800.00          $312,429.31         $312,429.31         08/01/2000
 CHAKRABORTY, RANJAN                          06/19/2000           360                 Primary Residence   Purchase
 44 W KINCAID DRIVE                           Standard             N                   09/01/2000          80
 WEST WINDSOR               NJ   08550-0000   $2,432.93            07/01/2030          SEP2000             $0.00
 65213715                        8.375        $284,000.00          $283,645.71         $283,466.71         08/01/2000
 OLDHAM, SALLY B                              06/22/2000           360                 Primary Residence   Purchase
 173 MORRO HILLS ROAD                         Stated Income        N                   10/01/2000          50
 FALLBROOK                  CA   92028-0000   $2,158.61            07/01/2030          SEP2000             $0.00
 65213721                        8.625        $374,500.00          $373,643.17         $373,643.17         07/01/2000
 RYAN, PAUL A                                 05/23/2000           360                 Primary Residence   Refinance
 1702 ROULETTE CIRCLE                         Standard             N                   09/01/2000          79.6808
 THOUSAND OAKS              CA   91362-0000   $2,912.83            06/01/2030          SEP2000             $188.72

 65213721                        8.125        $320,000.00          $319,579.92         $319,367.74         08/01/2000
 COLEMAN, CAROL M                             06/08/2000           360                 Primary Residence   Purchase
 20881 MANDEVILLE PLACE                       Standard             N                   10/01/2000          74.4186
 PERRIS                     CA   92570-0000   $2,376.00            07/01/2030          SEP2000             $0.00
 65213722                        8.750        $282,000.00          $281,509.70         $281,509.70         07/01/2000
 HEFFERN, WILLIAM L                           05/16/2000           360                 Primary Residence   Refinance
 2864 SAWGRASS DRIVE                          Standard             N                   09/01/2000          69.6296
 SANTA ANA                  CA   92706-0000   $2,218.50            06/01/2030          SEP2000             ($0.01)
 65213742                        8.125        $235,700.00          $235,545.82         $235,545.82         09/01/2000
 DAVIS, GREGORY E                             07/18/2000           360                 Primary Residence   Purchase
 442 EAST VIRGINIA AVENUE                     Standard             N                   09/01/2000          94.9637
 GLENDORA                   CA   91741-0000   $1,750.07            08/01/2030          SEP2000             $0.00

 65213779                        8.375        $515,000.00          $514,357.55         $514,357.55         08/01/2000
 MC NERNEY, MICHAEL W                         06/08/2000           360                 Primary Residence   Purchase
 630 OCEAN VIEW AVENUE                        Standard             N                   09/01/2000          74.1007
 ENCINITAS                  CA   92024-0000   $3,914.38            07/01/2030          SEP2000             $0.00
 65213795                        8.250        $483,000.00          $482,692.01         $482,692.01         09/01/2000
 RICHMOND, WARREN H                           07/07/2000           360                 Primary Residence   Other
 93 BAYVIEW AVENUE                            Standard             N                   09/01/2000          74.3076
 NORTHPORT                  NY   11768-0000   $3,628.62            08/01/2030          SEP2000             ($0.01)
 65213816                        8.375        $359,200.00          $357,976.74         $357,976.74         09/01/2000
 PISCHKE, ARLIN R                             07/14/2000           360                 Primary Residence   Purchase
 4 DOROTHY DRIVE                              Standard             N                   09/01/2000          80
 SPARTA                     NJ   07871-0000   $2,730.18            08/01/2030          SEP2000             $1,000.00

 65213872                        8.625        $355,500.00          $354,865.79         $354,865.79         07/01/2000
 BOBB, ANDREW B                               05/30/2000           360                 Primary Residence   Purchase
 2503 FRANKFORT STREET                        Standard             N                   09/01/2000          90
 SAN DIEGO                  CA   92110-0000   $2,765.05            06/01/2030          SEP2000             ($0.01)
 65213916                        8.625        $360,000.00          $359,357.75         $359,357.75         07/01/2000
 CUNNINGHAM, MURRAY H                         05/09/2000           360                 Primary Residence   Refinance
 8605 COUNTRYBROOKE WAY                       Standard             N                   09/01/2000          75
 LUTHERVILLE                MD   21093-0000   $2,800.05            06/01/2030          SEP2000             $0.01
 65213985                        8.500        $800,000.00          $798,535.75         $798,535.75         07/01/2000
 SHARIFIAN, MORTEZA S                         05/26/2000           360                 Primary Residence   Purchase
 18 CABALLEROS ROAD                           Standard             N                   09/01/2000          55.7491
 ROLLING HILLS              CA   90274-0000   $6,151.31            06/01/2030          SEP2000             $0.00

 65214002                        8.750        $362,000.00          $362,000.00         $361,791.72         10/01/2000
 PATEL, HEMANT D                              08/07/2000           360                 Primary Residence   Purchase
 456 BURANO COURT                             Standard             N                   10/01/2000          80
 OAK PARK                   CA   91377-0000   $2,847.86            09/01/2030          SEP2000             $0.00
 65214009                        8.375        $327,200.00          $326,791.82         $326,791.82         08/01/2000
 DALBEY, JAMES R                              06/27/2000           360                 Primary Residence   Purchase
 1690 GALWAY PLACE                            Standard             N                   09/01/2000          80
 EL CAJON                   CA   92020-0000   $2,486.96            07/01/2030          SEP2000             $0.01
 65214013                        7.990        $219,100.00          $218,804.38         $218,804.38         08/01/2000
 MARTINEZ, MARK G                             06/07/2000           360                 Primary Residence   Purchase
 13 PANAMA STREET                             Standard             N                   09/01/2000          79.9926
 ALISO VIEJO AREA           CA   92656-0000   $1,606.16            07/01/2030          SEP2000             $0.00

 65214042                        8.250        $264,000.00          $263,831.65         $263,831.65         09/01/2000
 ZUBIZARRETA, GABRIEL                         07/07/2000           360                 Primary Residence   Purchase
 3331 BENTON STREET                           Standard             N                   09/01/2000          89.4915
 SANTA CLARA                CA   95051-0000   $1,983.35            08/01/2030          SEP2000             $0.00
 65214053                        8.625        $280,200.00          $279,835.31         $279,835.31         08/01/2000
 DESAI, GAUTAM B                              06/15/2000           360                 Primary Residence   Purchase
 560 W FULTON STREET 506                      Standard             N                   09/01/2000          87.6186
 CHICAGO                    IL   60661-0000   $2,179.37            07/01/2030          SEP2000             $32.64



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65214066                        8.500        $390,000.00          $389,525.79         $389,525.79         08/01/2000
 PRICE, GEORGE E                              06/07/2000           360                 Primary Residence   Purchase
 1874 HIGHLAND OAKS DRIVE                     Standard             N                   09/01/2000          72.2222
 ARCADIA                    CA   91006-0000   $2,998.77            07/01/2030          SEP2000             $0.00
 65214089                        7.875        $210,000.00          $209,855.48         $209,855.48         09/01/2000
 AKEY, RICHARD E                              07/14/2000           360                 Primary Residence   Purchase
 5 SPUR STREET                                Stated Income        N                   09/01/2000          53.7084
 PURDY STATION              NY   10578-0000   $1,522.65            08/01/2030          SEP2000             $0.00
 65214126                        8.125        $528,000.00          $527,306.88         $527,306.88         08/01/2000
 GRIFFITH, DAVID D                            06/26/2000           360                 Primary Residence   Purchase
 19050 VISTA DE MONTANA                       Standard             N                   09/01/2000          80
 MURRIETA                   CA   92562-0000   $3,920.39            07/01/2030          SEP2000             $0.00

 65214200                        8.625        $100,000.00          $99,881.50          $99,881.50          08/01/2000
 PARKER, GAIL E                               06/21/2000           360                 Primary Residence   Refinance
 15615 GLEASON LAKE DRIVE                     Stated Income        N                   09/01/2000          76.3358
 PLYMOUTH                   MN   55447-0000   $777.79              07/01/2030          SEP2000             $0.00
 65214221                        8.250        $311,200.00          $310,791.21         $310,791.21         09/01/2000
 LIVINGSTONE, JAY                             07/31/2000           360                 Primary Residence   Purchase
 15281 SAVERNE CIRCLE                         Standard             N                   09/01/2000          80
 IRVINE                     CA   92604-0000   $2,337.95            08/01/2030          SEP2000             $210.34
 65214368                        8.125        $480,000.00          $479,051.63         $478,731.22         07/01/2000
 SCHEINMAN, JAMES A                           05/20/2000           360                 Primary Residence   Refinance
 2034 MEZES AVENUE                            Standard             N                   10/01/2000          78.6885
 BELMONT                    CA   94002-0000   $3,563.99            06/01/2030          SEP2000             $0.01

 65214443                        8.750        $406,500.00          $405,793.24         $405,793.24         07/01/2000
 GONZALES, DONALD J                           05/22/2000           360                 Primary Residence   Refinance
 3164 QUIET HILLS DRIVE                       Standard             N                   09/01/2000          79.7058
 ESCONDIDO                  CA   92029-0000   $3,197.94            06/01/2030          SEP2000             $0.00
 65214550                        8.125        $316,800.00          $316,384.12         $316,384.12         08/01/2000
 RAMOS, VICTOR M                              06/22/2000           360                 Primary Residence   Purchase
 4950 MARLIN WAY                              Standard             N                   09/01/2000          90
 OXNARD                     CA   93035-0000   $2,352.24            07/01/2030          SEP2000             $0.00
 65214551                        8.250        $315,200.00          $314,796.62         $314,796.62         08/01/2000
 ALCARAZ, EDUARDO I                           06/17/2000           360                 Primary Residence   Purchase
 2517 MILL LANE                               Standard             N                   09/01/2000          79.9711
 FULLERTON                  CA   92831-0000   $2,368.00            07/01/2030          SEP2000             $0.00

 65214624                        8.750        $420,000.00          $419,358.35         $419,358.35         09/01/2000
 HASSIG, DAVID A                              07/03/2000           360                 Primary Residence   Purchase
 825 DESEO AVENUE                             Standard             N                   09/01/2000          66.1417
 CAMARILLO AREA             CA   93010-0000   $3,304.15            08/01/2030          SEP2000             $400.00
 65214752                        8.500        $400,000.00          $399,513.63         $399,020.35         08/01/2000
 CARTER, WILLIAM S                            06/11/2000           360                 Primary Residence   Refinance
 1853 S 107TH STREET                          Standard             N                   11/01/2000          72.2021
 OMAHA                      NE   68124-0000   $3,075.66            07/01/2030          SEP2000             $0.00
 65214940                        7.750        $400,000.00          $399,433.54         $399,433.54         08/01/2000
 SUD, KAMAL J                                 06/20/2000           360                 Primary Residence   Refinance
 677 DRISCOLL COURT                           Standard             N                   09/01/2000          23.8805
 PALO ALTO                  CA   94306-0000   $2,865.65            07/01/2030          SEP2000             $0.00

 65215036                        8.500        $285,000.00          $284,737.97         $284,737.97         09/01/2000
 SOUDBAKHSH, FARZAD                           07/14/2000           360                 Primary Residence   Purchase
 295 DIAMOND WAY                              Standard             N                   09/01/2000          95
 MILPITAS                   CA   95035-0000   $2,191.41            08/01/2030          SEP2000             $89.37
 65215120                        8.125        $335,000.00          $334,560.24         $334,560.24         08/01/2000
 SOLOMON, LAWRENCE J                          06/13/2000           360                 Primary Residence   Purchase
 6469 ZUMA VIEW PLACE #154                    Standard             N                   09/01/2000          59.8214
 MALIBU                     CA   90265-0000   $2,487.37            07/01/2030          SEP2000             ($0.01)
 65215257                        9.000        $115,000.00          $114,873.89         $114,873.89         08/01/2000
 MOEN, JON                                    06/09/2000           360                 Primary Residence   Purchase
 19545 SHERMAN WAY #94                        Stated Income        N                   09/01/2000          74.9185
 RESEDA                     CA   91335-0000   $925.32              07/01/2030          SEP2000             $0.00

 65215343                        8.250        $294,500.00          $294,312.20         $294,312.20         09/01/2000
 BARRIDO, JOHANNE L                           07/19/2000           360                 Primary Residence   Purchase
 3105 WEST TERANIMAR DRIVE                    Standard             N                   09/01/2000          95
 ANAHEIM                    CA   92804-0000   $2,212.49            08/01/2030          SEP2000             $0.00
 65215532                        8.375        $375,000.00          $374,532.19         $374,532.19         08/01/2000
 DRURY, NORMAN L                              06/09/2000           360                 Primary Residence   Refinance
 476 OLD VIA RANCHO DRIVE                     Standard             N                   09/01/2000          75
 ESCONDIDO                  CA   92029-0000   $2,850.28            07/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65215589                        8.250        $386,000.00          $385,753.86         $385,753.86         09/01/2000
 PRASAD, G R                                  07/14/2000           360                 Primary Residence   Purchase
 2253 CORTE MELINA                            Standard             N                   09/01/2000          80
 PLEASANTON                 CA   94566-0000   $2,899.89            08/01/2030          SEP2000             $0.00
 65215666                        8.250        $284,050.00          $283,686.48         $283,686.48         08/01/2000
 MANNING, ALISON M                            06/09/2000           360                 Primary Residence   Purchase
 371 25TH AVE #202                            Standard             N                   09/01/2000          95
 SAN FRANCISCO              CA   94121-0000   $2,133.98            07/01/2030          SEP2000             $0.00
 65215844                        8.375        $219,900.00          $219,487.08         $219,487.08         07/01/2000
 DEMARAIS, JAMES A                            05/25/2000           360                 Primary Residence   Purchase
 1650 SAMAR PLACE                             Standard             N                   09/01/2000          79.9927
 COSTA MESA                 CA   92626-0000   $1,671.40            06/01/2030          SEP2000             $0.01

 65215864                        8.375        $312,300.00          $311,910.41         $311,713.57         08/01/2000
 ELSHIEK, MUSA A                              06/08/2000           360                 Primary Residence   Purchase
 636 OLYMPIC AVENUE                           Standard             N                   10/01/2000          80
 HAYWARD                    CA   94544-0000   $2,373.71            07/01/2030          SEP2000             $0.00
 65216001                        8.250        $300,000.00          $299,615.68         $299,615.68         08/01/2000
 HUNTER, BURFORD                              06/20/2000           360                 Primary Residence   Refinance
 5402 EAST MURIEL DRIVE                       Standard             N                   09/01/2000          80
 SCOTTSDALE                 AZ   85254-0000   $2,253.80            07/01/2030          SEP2000             $0.40
 65216105                        8.875        $296,000.00          $295,834.06         $295,834.06         09/01/2000
 GAEBLER, MATTHEW E                           07/14/2000           360                 Primary Residence   Purchase
 5290 LANAGAN STREET                          Standard             N                   09/01/2000          80
 COLORADO SPRINGS           CO   80919-0000   $2,355.11            08/01/2030          SEP2000             $0.00

 65216107                        8.875        $295,000.00          $294,568.00         $294,568.00         08/01/2000
 SILFIES, RANDALL O                           06/09/2000           360                 Primary Residence   Refinance
 350 GLEN PARK WAY                            Standard             N                   09/01/2000          47.9674
 BRISBANE                   CA   94005-0000   $2,347.16            07/01/2030          SEP2000             $100.00
 65216208                        8.250        $315,000.00          $314,596.89         $314,596.89         08/01/2000
 EDWARDS, ALEXANDER H                         06/13/2000           360                 Primary Residence   Purchase
 10260 PEREZ COURT                            Standard             N                   09/01/2000          75
 SAN DIEGO                  CA   92124-0000   $2,366.49            07/01/2030          SEP2000             $0.00
 65216456                        8.750        $168,300.00          $168,300.00         $168,300.00         10/01/2000
 TORRES, ALVINA                               08/10/2000           360                 Primary Residence   Purchase
 29 WISTERA PLACE                             Standard             N                   09/01/2000          90
 ALISO VIEJO                CA   92656-0000   $1,324.02            09/01/2030          SEP2000             $0.00

 65216556                        7.750        $220,000.00          $219,752.29         $219,752.29         09/01/2000
 LIEBECK, STEVEN G                            07/03/2000           360                 Primary Residence   Purchase
 3125 CHATWIN AVENUE                          No Income/No         N                   09/01/2000          80
 LONG BEACH                 CA   90808-0000   $1,576.11            08/01/2030          OCT2000             $92.43
 65216648                        7.875        $360,000.00          $359,752.25         $359,752.25         09/01/2000
 HICKEY, WILLIAM P                            07/12/2000           360                 Primary Residence   Purchase
 3233 BROADMOOR                               Standard             N                   09/01/2000          90
 FAIRFIELD                  CA   94585-0000   $2,610.25            08/01/2030          SEP2000             $0.00
 65216672                        8.125        $284,000.00          $283,614.22         $283,225.82         09/01/2000
 REL, HENRY                                   07/14/2000           360                 Primary Residence   Purchase
 212 SOUTH LA PAZ STREET                      Standard             N                   10/01/2000          80
 COUNTY OF ORANGE           CA   92807-0000   $2,108.70            08/01/2030          SEP2000             $200.00

 65216733                        8.250        $344,000.00          $343,559.77         $343,559.77         08/01/2000
 SUNDARESAN, TRIVANDRUM R                     06/22/2000           360                 Primary Residence   Purchase
 4744 LAGO VISTA CIRCLE                       Standard             N                   09/01/2000          80
 SAN JOSE                   CA   95129-0000   $2,584.36            07/01/2030          SEP2000             $0.00
 65216885                        7.990        $275,200.00          $275,014.96         $275,014.96         09/01/2000
 BURNS, EDWARD T                              07/03/2000           360                 Second Home         Purchase
 1758 GARZA LANE                              Standard             N                   09/01/2000          80
 SANTA CRUZ                 CA   95062-0000   $2,017.41            08/01/2030          SEP2000             $0.00
 65216894                        7.875        $291,600.00          $291,399.32         $291,399.32         09/01/2000
 KIYOHARA, JAMES                              07/06/2000           360                 Primary Residence   Purchase
 2 OAK RIDGE CIRCLE                           Standard             N                   09/01/2000          80
 ALISO VIEJO AREA           CA   92656-0000   $2,114.31            08/01/2030          SEP2000             ($0.01)

 65216899                        8.125        $312,000.00          $311,590.42         $311,590.42         08/01/2000
 MOCKLER, DONALD S                            06/26/2000           360                 Primary Residence   Purchase
 2432 SYCAMORE HILLS DRIVE                    Standard             N                   09/01/2000          80
 FORT WAYNE                 IN   46814-0000   $2,316.60            07/01/2030          SEP2000             $0.00
 65216906                        8.375        $516,000.00          $515,356.30         $515,031.08         08/01/2000
 ELLISON, NORMAN                              06/26/2000           360                 Primary Residence   Purchase
 4212 PARVA AVENUE                            Standard             N                   10/01/2000          80
 LOS ANGELES                CA   90027-0000   $3,921.98            07/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65216978                        8.250        $375,000.00          $374,520.11         $374,520.11         08/01/2000
 LEE, STEVEN K                                06/20/2000           360                 Primary Residence   Purchase
 8019 EAST SAN LUIS DR                        Standard             N                   09/01/2000          75
 ORANGE                     CA   92869-0000   $2,817.25            07/01/2030          SEP2000             $0.00
 65217002                        7.875        $300,000.00          $299,585.73         $299,585.73         08/01/2000
 KOSHET, SHARON                               06/14/2000           360                 Primary Residence   Purchase
 10055 ORCAS AVENUE                           Standard             N                   09/01/2000          66.6666
 SHADOW HILLS               CA   91040-0000   $2,175.21            07/01/2030          SEP2000             $0.00
 65217095                        8.250        $400,000.00          $399,644.93         $399,644.93         09/01/2000
 MCGINNIS, JAMES P                            07/10/2000           360                 Primary Residence   Purchase
 4452 WOODFIELD BOULEVARD                     Standard             N                   09/01/2000          69.5652
 BOCA RATON                 FL   33434-0000   $3,005.07            08/01/2030          SEP2000             $100.00

 65217165                        8.750        $424,000.00          $222,297.72         $222,297.72         09/01/2000
 CHEN, YORK L                                 07/21/2000           360                 Primary Residence   Purchase
 5250 CAMINITO EXQUISITO                      Standard             N                   09/01/2000          80
 SAN DIEGO                  CA   92130-0000   $3,335.61            08/01/2030          SEP2000             $201,458.34
 65217173                        8.250        $304,000.00          $303,806.14         $303,806.14         09/01/2000
 CHRISTIE, TODD W                             07/05/2000           360                 Primary Residence   Purchase
 404 AGNUS DRIVE                              Standard             N                   09/01/2000          80
 VENTURA                    CA   93003-0000   $2,283.86            08/01/2030          SEP2000             $0.00
 65217270                        8.375        $442,300.00          $441,671.59         $441,354.09         08/01/2000
 FARRELL, JOSEPHINE                           06/13/2000           360                 Primary Residence   Purchase
 6661 BRENTWOOD DRIVE                         Standard             N                   10/01/2000          79.9963
 HUNTINGTON BEACH           CA   92648-0000   $3,361.80            07/01/2030          SEP2000             $76.66

 65217340                        8.125        $317,600.00          $317,392.24         $317,392.24         09/01/2000
 EIBEN, DAVID J                               07/13/2000           360                 Primary Residence   Purchase
 10 RIDGEBURY ROAD                            Standard             N                   09/01/2000          80
 RIDGEFIELD                 CT   06877-0000   $2,358.18            08/01/2030          SEP2000             $0.00
 65217397                        8.125        $324,000.00          $323,788.05         $323,788.05         09/01/2000
 FOSTER, COLIN                                07/14/2000           360                 Primary Residence   Purchase
 2409 PROVIDENCE HILLS DRIVE                  Standard             N                   09/01/2000          90
 MATTHEWS                   NC   28105-0000   $2,405.70            08/01/2030          SEP2000             $0.00
 65217457                        7.990        $256,000.00          $255,827.87         $255,827.87         09/01/2000
 BROOKS, KEVIN M                              07/26/2000           360                 Primary Residence   Purchase
 110 ROOSEVELT STREET                         Standard             N                   09/01/2000          80
 CRESSKILL                  NJ   07626-0000   $1,876.66            08/01/2030          SEP2000             $0.00

 65217471                        8.375        $400,000.00          $399,501.02         $399,501.02         08/01/2000
 GARRETT, CARLA L                             06/23/2000           360                 Primary Residence   Refinance
 3664 FAIRLAND BOULEVARD                      Standard             N                   09/01/2000          68.9655
 LOS ANGELES                CA   90043-0000   $3,040.29            07/01/2030          SEP2000             $0.00
 65217504                        8.125        $280,000.00          $279,816.83         $279,632.42         09/01/2000
 WHITE, GREGORY M                             07/12/2000           360                 Second Home         Purchase
 2411 VISTA HOGAR                             Standard             N                   10/01/2000          79.772
 NEWPORT BEACH              CA   92660-0000   $2,079.00            08/01/2030          SEP2000             $0.00
 65217562                        8.375        $344,000.00          $343,686.18         $343,686.18         09/01/2000
 CAMP IV, JOHN C                              07/28/2000           360                 Primary Residence   Purchase
 8354 BEACHWOOD ROAD                          Standard             N                   09/01/2000          80
 PASADENA                   MD   21122-0000   $2,614.65            08/01/2030          SEP2000             $100.00

 65217571                        8.375        $575,000.00          $574,642.60         $574,642.60         09/01/2000
 HOFFMAN, STEVEN T                            07/01/2000           360                 Primary Residence   Purchase
 34333 GREEN LANTERN STREET                   Standard             N                   09/01/2000          68.2492
 DANA POINT                 CA   92629-0000   $4,370.42            08/01/2030          SEP2000             $0.00
 65217573                        7.990        $252,700.00          $252,359.05         $252,359.05         08/01/2000
 NORQUIST, GREG                               06/16/2000           360                 Primary Residence   Purchase
 21201 LOCKHAVEN CIRCLE                       Standard             N                   09/01/2000          75.4328
 HUNTINGTON BEACH           CA   92646-0000   $1,852.47            07/01/2030          SEP2000             $0.00
 65217680                        7.875        $572,621.00          $571,582.07         $571,582.07         08/01/2000
 YUE, JIMMY                                   06/20/2000           360                 Primary Residence   Purchase
 5260 ANGELES CREST HWY                       Standard             N                   09/01/2000          79.9999
 LA CANADA                  CA   91011-0000   $4,151.90            07/01/2030          SEP2000             $248.19

 65217759                        7.375        $220,000.00          $219,832.59         $219,832.59         09/01/2000
 BAKKER, ANNE-MARIE                           07/21/2000           360                 Primary Residence   Purchase
 1295 CALLE DEL ARROYO                        Standard             N                   09/01/2000          56.5552
 SONOMA                     CA   95476-0000   $1,519.49            08/01/2030          SEP2000             $0.00
 65217777                        8.750        $300,000.00          $299,827.39         $299,827.39         09/01/2000
 KALTER, GREGORY G                            07/22/2000           360                 Primary Residence   Other
 6190 MARCUS COURT                            Standard             N                   09/01/2000          80
 WEST CHESTER               OH   45069-0000   $2,360.11            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65217785                        8.250        $444,000.00          $443,716.87         $443,716.87         09/01/2000
 NORRIS, DONALD G                             07/21/2000           360                 Primary Residence   Purchase
 1525 RAMONA AVENUE                           Standard             N                   09/01/2000          80
 SOUTH PASADENA             CA   91030-0000   $3,335.63            08/01/2030          SEP2000             $0.00
 65217958                        8.375        $684,000.00          $683,146.73         $683,146.73         08/01/2000
 KRONENBERG, ANDREAS J                        06/26/2000           360                 Primary Residence   Purchase
 10991 SOUTH MEADS AVENUE                     Standard             N                   09/01/2000          80
 ORANGE                     CA   92869-0000   $5,198.90            07/01/2030          SEP2000             $0.00
 65218001                        8.125        $320,000.00          $319,790.67         $320,000.00         09/01/2000
 ANDERSON, BETTY L                            07/21/2000           360                 Primary Residence   Purchase
 648 UNIVERSITY AVENUE                        Standard             N                   08/01/2000          80
 BURBANK                    CA   91504-0000   $2,376.00            08/01/2030          SEP2000             $0.00

 65218011                        8.250        $342,500.00          $341,660.32         $341,660.32         08/01/2000
 PANAS, GARY M                                06/15/2000           360                 Primary Residence   Refinance
 2343 OCEAN AVENUE                            Standard             N                   09/01/2000          60.0877
 VENICE                     CA   90291-0000   $2,573.09            07/01/2030          SEP2000             $401.37
 65218131                        8.125        $333,350.00          $332,862.23         $332,862.23         08/01/2000
 TRITTON, MICHAEL A                           06/23/2000           360                 Primary Residence   Refinance
 7820 WAKEBROOK DRIVE                         Standard             N                   09/01/2000          79.7488
 RALEIGH                    NC   27616-0000   $2,475.12            07/01/2030          SEP2000             $50.17
 65218211                        8.250        $360,000.00          $359,706.58         $359,475.00         10/01/2000
 MARBAISE, STEVEN L                           08/01/2000           360                 Primary Residence   Purchase
 172 BUENA VISTA AVENUE                       Standard             N                   10/01/2000          80
 FAIR HAVEN                 NJ   07704-0000   $2,704.56            09/01/2030          SEP2000             $293.42

 65218214                        8.250        $572,000.00          $572,000.00         $572,000.00         09/01/2000
 WILLIAMS, EARL M                             08/01/2000           360                 Primary Residence   Purchase
 31 CLIFTON TERRACE                           Standard             N                   09/01/2000          80
 ENGLEWOOD CLIFFS           NJ   07632-0000   $4,297.25            09/01/2030          SEP2000             $0.00
 65218230                        8.750        $260,000.00          $259,850.40         $259,850.40         09/01/2000
 BRADDOCK-HICKS, LISA L                       07/21/2000           360                 Primary Residence   Refinance
 2376 INGELOW COURT                           Standard             N                   09/01/2000          89.9653
 THOUSAND OAKS              CA   91360-0000   $2,045.43            08/01/2030          SEP2000             $0.00
 65218275                        8.125        $376,000.00          $375,506.42         $375,506.42         08/01/2000
 LAYTON, HARRY E                              06/30/2000           360                 Primary Residence   Purchase
 29901 WEATHERWOOD                            Standard             N                   09/01/2000          80
 LAGUNA NIGUEL              CA   92677-0000   $2,791.79            07/01/2030          SEP2000             $0.00

 65218282                        8.125        $408,728.00          $408,460.63         $408,460.63         09/01/2000
 STAMM, RONALD W                              07/13/2000           360                 Primary Residence   Purchase
 12743 STANWOOD DRIVE                         Standard             N                   09/01/2000          80
 LOS ANGELES                CA   90066-0000   $3,034.80            08/01/2030          SEP2000             $0.00
 65218409                        8.375        $299,200.00          $299,014.03         $299,014.03         09/01/2000
 BOSSINGHAM, ANN E                            07/18/2000           360                 Primary Residence   Purchase
 311 BORA BORA WAY UNIT 315                   Standard             N                   09/01/2000          80
 MARINA DEL REY             CA   90292-0000   $2,274.14            08/01/2030          SEP2000             $0.00
 65218624                        8.125        $257,600.00          $257,431.49         $257,431.49         09/01/2000
 HAMEL, GLENN R                               07/31/2000           360                 Primary Residence   Purchase
 421 GEORGE ST                                Standard             N                   09/01/2000          80
 RIDGEWOOD                  NJ   07450-0000   $1,912.68            08/01/2030          SEP2000             $0.00

 65218659                        8.250        $382,500.00          $382,256.09         $382,256.09         09/01/2000
 LIPSCOMB, ANTHONY M                          07/14/2000           360                 Primary Residence   Purchase
 14005 CAPEWOOD LANE                          Standard             N                   09/01/2000          90
 SAN DIEGO                  CA   92128-0000   $2,873.60            08/01/2030          SEP2000             $0.00
 65218834                        8.250        $477,000.00          $476,356.55         $476,356.55         08/01/2000
 SHOTLAND, DAVID R                            06/23/2000           360                 Primary Residence   Other
 5757 TENNEYSON DRIVE                         Standard             N                   09/01/2000          75
 AGOURA HILLS               CA   91301-0000   $3,583.55            07/01/2030          SEP2000             $33.01
 65218910                        8.375        $282,000.00          $281,648.18         $281,648.18         08/01/2000
 DENINA, OLIMPIO D                            06/22/2000           360                 Primary Residence   Other
 2217 MOUNTAIN RIDGE ROAD                     Standard             N                   09/01/2000          88.125
 CHULA VISTA                CA   91914-0000   $2,143.41            07/01/2030          SEP2000             $0.03

 65219029                        8.500        $266,000.00          $264,673.03         $264,673.03         08/01/2000
 JACKSON, THOMAS E                            06/23/2000           360                 Primary Residence   Refinance
 824 EAST CORNELL DRIVE                       Stated Income        N                   09/01/2000          69.2708
 BURBANK                    CA   91504-0000   $2,045.31            07/01/2030          SEP2000             $1,003.54
 65219068                        8.250        $375,000.00          $374,520.11         $374,520.11         08/01/2000
 RIZOR, JOEL                                  06/28/2000           360                 Primary Residence   Purchase
 5709 FAIRVIEW PLACE                          Standard             N                   09/01/2000          76.2195
 AGOURA HILLS               CA   91301-0000   $2,817.25            07/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65219239                        8.250        $350,000.00          $349,776.81         $349,776.81         09/01/2000
 MIYAMOTO, KIMIAKI                            07/12/2000           360                 Primary Residence   Purchase
 11 SILVER SADDLE LANE                        Standard             N                   09/01/2000          63.6363
 ROLLING HILLS ESTAT        CA   90274-0000   $2,629.44            08/01/2030          SEP2000             $0.00
 65219437                        8.500        $283,700.00          $283,528.13         $283,528.13         09/01/2000
 SAMPEY, CRAIG D                              07/11/2000           360                 Primary Residence   Purchase
 24025 NORTH 80TH LANE                        Standard             N                   09/01/2000          79.9941
 PEORIA                     AZ   85382-0000   $2,181.41            08/01/2030          SEP2000             $0.00
 65219592                        8.125        $252,700.00          $252,534.69         $252,244.56         09/01/2000
 FORD, DONALD H                               07/19/2000           360                 Primary Residence   Refinance
 4079 PUNTA ALTA DRIVE                        Standard             N                   10/01/2000          50.54
 LOS ANGELES                CA   90008-0000   $1,876.30            08/01/2030          SEP2000             $0.00

 65219646                        8.500        $650,000.00          $649,606.23         $649,606.23         09/01/2000
 ATCHISON, THOMAS M                           07/10/2000           360                 Primary Residence   Purchase
 280 RANCHITOS DEL SOL                        Standard             N                   09/01/2000          77.3809
 APTOS                      CA   95003-0000   $4,997.94            08/01/2030          SEP2000             $0.00
 65219872                        8.375        $315,000.00          $314,804.21         $314,607.05         09/01/2000
 LINVILLE, KEITH E                            07/14/2000           360                 Primary Residence   Refinance
 7855 E 600 NORTH                             Standard             N                   10/01/2000          75
 MORRISTOWN                 IN   46161-0000   $2,394.23            08/01/2030          SEP2000             $0.00
 65219873                        8.375        $430,000.00          $429,732.72         $429,732.72         09/01/2000
 MOONEY, MICHAEL J                            07/18/2000           360                 Primary Residence   Refinance
 4385 LA PANZA ROAD                           Standard             N                   09/01/2000          78.1818
 CRESTON                    CA   93432-0000   $3,268.32            08/01/2030          SEP2000             $0.00

 65219931                        8.250        $325,000.00          $324,792.76         $324,792.76         09/01/2000
 SHUBIN, WILLIAM A                            07/13/2000           360                 Primary Residence   Refinance
 26542 WILD VIEW TERRACE                      Standard             N                   09/01/2000          54.1666
 LAGUNA HILLS               CA   92652-0000   $2,441.62            08/01/2030          SEP2000             ($0.01)
 65219967                        8.125        $252,700.00          $252,534.69         $252,534.69         09/01/2000
 SAVAGE, RUSSELL A                            07/21/2000           360                 Primary Residence   Purchase
 3614 DEXTER STREET                           Standard             N                   09/01/2000          72.2
 BLACKVILLE                 SC   29817-0000   $1,876.30            08/01/2030          SEP2000             $0.00
 65219997                        8.250        $391,000.00          $390,750.67         $390,750.67         09/01/2000
 ZURBRUGG, KIRSTEN E                          07/26/2000           360                 Primary Residence   Purchase
 4329 SECOND STREET                           Standard             N                   09/01/2000          79.9591
 PLEASANTON                 CA   94566-0000   $2,937.46            08/01/2030          SEP2000             ($0.01)

 65220093                        8.250        $266,000.00          $265,830.38         $265,830.38         09/01/2000
 MC CARTHY, STEVEN W                          07/14/2000           360                 Primary Residence   Refinance
 935 ELMVIEW DR                               Standard             N                   09/01/2000          74.9295
 ENCINITAS                  CA   92024-0000   $1,998.37            08/01/2030          SEP2000             $0.00
 65220274                        8.250        $378,400.00          $378,158.70         $378,400.00         09/01/2000
 SCULLY, TIMOTHY D                            07/24/2000           360                 Primary Residence   Purchase
 27537 CUNNINGHAM DRIVE                       Standard             N                   08/01/2000          75.68
 VALENCIA                   CA   91354-0000   $2,842.80            08/01/2030          SEP2000             $0.00
 65220311                        8.000        $360,000.00          $359,758.44         $359,758.44         09/01/2000
 KELLY, JOHN M                                07/27/2000           360                 Primary Residence   Purchase
 3340 ANGELSTONE POINT                        Standard             N                   09/01/2000          80
 COLORADO SPRINGS           CO   80919-0000   $2,641.56            08/01/2030          SEP2000             $0.00

 65220429                        8.250        $300,000.00          $299,808.70         $299,808.70         09/01/2000
 MOSSESSIAN, TOMI K                           07/26/2000           360                 Primary Residence   Purchase
 2558 RENATA COURT                            Standard             N                   09/01/2000          78.9473
 THOUSAND OAKS              CA   91362-0000   $2,253.80            08/01/2030          SEP2000             $0.00
 65220573                        8.500        $708,800.00          $708,800.00         $708,800.00         10/01/2000
 MIRAMONTES, ISIDRO Z                         08/04/2000           360                 Primary Residence   Purchase
 3059 SONG OF THE WINDS                       Standard             N                   09/01/2000          80
 CHINO HILLS                CA   91709-0000   $5,450.06            09/01/2030          SEP2000             $0.00
 65220698                        8.750        $300,000.00          $299,827.39         $299,827.39         09/01/2000
 LIVINGSTON, DONALD                           07/12/2000           360                 Primary Residence   Refinance
 611 EAST SANTA CLARA AVENUE                  Standard             N                   09/01/2000          80
 SANTA ANA                  CA   92706-0000   $2,360.11            08/01/2030          SEP2000             $0.00

 65220706                        8.000        $285,000.00          $284,808.77         $284,808.77         09/01/2000
 LIM, ROBERTO P                               07/13/2000           360                 Primary Residence   Refinance
 24008 BESSEMER STREET                        Standard             N                   09/01/2000          75
 WOODLAND HILLS             CA   91367-0000   $2,091.23            08/01/2030          SEP2000             $0.00
 65220719                        8.250        $639,200.00          $638,792.40         $638,792.40         09/01/2000
 CROSS, ANTHONY A                             07/25/2000           360                 Primary Residence   Purchase
 103 NANNA COURT                              Standard             N                   09/01/2000          80
 SANTA CRUZ                 CA   95060-0000   $4,802.10            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 65220848                        8.750        $328,000.00          $327,811.29         $327,811.29         09/01/2000
 BRADLEY, GEORGE                              07/26/2000           360                 Primary Residence   Refinance
 7349 SEAFARER PLACE                          Standard             N                   09/01/2000          80
 CARLSBAD                   CA   92009-0000   $2,580.38            08/01/2030          SEP2000             $0.00
 65220872                        8.250        $262,000.00          $261,832.93         $261,832.93         09/01/2000
 CAPIRO, ALEJANDRO R                          07/21/2000           360                 Primary Residence   Refinance
 25543 CLEMENS COURT                          Stated Income        N                   09/01/2000          74.8571
 STEVENSON RANCH ARE        CA   91381-0000   $1,968.32            08/01/2030          SEP2000             $0.00
 65221101                        8.250        $512,000.00          $511,673.51         $511,673.51         09/01/2000
 MADSEN, DOUGLAS F                            07/18/2000           360                 Primary Residence   Purchase
 1825 BRAEMAR ROAD                            Standard             N                   09/01/2000          80
 PASADENA                   CA   91100-0000   $3,846.49            08/01/2030          SEP2000             $0.00

 65221159                        8.250        $292,000.00          $291,813.80         $291,813.80         09/01/2000
 SASAKI, KEITH Y                              07/27/2000           360                 Primary Residence   Purchase
 24 HILLCREST DRIVE                           Standard             N                   09/01/2000          80
 FALMOUTH                   MA   02540-0000   $2,193.70            08/01/2030          SEP2000             $0.00
 65221260                        8.375        $283,100.00          $282,924.03         $282,924.03         09/01/2000
 LYNCH, JAMES E                               07/24/2000           360                 Primary Residence   Purchase
 7046 SNAPDRAGON DRIVE                        Standard             N                   09/01/2000          95
 CARLSBAD                   CA   92008-0000   $2,151.77            08/01/2030          SEP2000             $0.00
 65221966                        8.625        $450,000.00          $449,734.32         $449,466.73         09/01/2000
 JANOFSKY, PAUL E                             07/21/2000           360                 Primary Residence   Refinance
 635 ENCINAL COURT                            Standard             N                   10/01/2000          72.4637
 WALNUT CREEK               CA   94596-0000   $3,500.06            08/01/2030          SEP2000             ($0.01)

 65222064                        8.250        $287,000.00          $286,816.99         $286,632.72         09/01/2000
 NICKLE, C TERRANCE                           07/21/2000           360                 Primary Residence   Refinance
 1552 VILLAGE VIEW ROAD                       Standard             N                   10/01/2000          73.2142
 ENCINITAS                  CA   92024-0000   $2,156.14            08/01/2030          SEP2000             ($0.01)
 65225384                        8.625        $277,000.00          $277,000.00         $277,000.00         10/01/2000
 LABOISSONNIERE, MICHAEL J                    08/19/2000           360                 Primary Residence   Other
 2480 BEACON STREET                           Standard             N                   09/01/2000          79.5977
 FULLERTON                  CA   92835-0000   $2,154.48            09/01/2030          SEP2000             $0.00
 68500048                        8.750        $300,000.00          $299,653.52         $299,653.52         08/01/2000
 TRIANO, JOAN C                               06/13/2000           360                 Primary Residence   Purchase
 38 GEORGETOWN COURT                          Standard             N                   09/01/2000          68.7622
 BASKING RIDGE AREA         NJ   07920-0000   $2,360.11            07/01/2030          SEP2000             $0.00

 68500049                        7.875        $101,700.00          $101,417.26         $101,417.26         06/01/2000
 JAMES, WENDY S                               04/24/2000           360                 Primary Residence   Refinance
 13113 AMARILLO AVENUE                        Super Express        N                   09/01/2000          85.4621
 AUSTIN                     TX   78729-0000   $737.40              05/01/2030          OCT2000             $0.00
 68500138                        8.125        $280,000.00          $279,816.83         $279,816.83         09/01/2000
 EBERLE, DANIEL                               07/13/2000           360                 Primary Residence   Purchase
 44 WILLOW AVENUE                             Standard             N                   09/01/2000          89.6
 HUNTINGTON                 NY   11743-0000   $2,079.00            08/01/2030          SEP2000             $0.00
 68500211                        8.625        $325,000.00          $322,413.02         $322,413.02         07/01/2000
 BARNABY, DAVID G                             05/17/2000           360                 Primary Residence   Purchase
 7723 SHENANDOAH LANE                         Standard             N                   09/01/2000          67.0103
 MAPLE GROVE                MN   55311-0000   $2,527.82            06/01/2030          SEP2000             $2,007.19

 68500288                        8.375        $312,000.00          $310,407.14         $310,407.14         07/01/2000
 WIEBE, KEITH H                               05/12/2000           360                 Primary Residence   Purchase
 6429 ROBERTSON AVE                           Standard             N                   09/01/2000          76.0975
 NEWARK                     CA   94538-0000   $2,371.43            06/01/2030          SEP2000             $1,007.00
 68500295                        8.000        $932,000.00          $930,745.11         $930,745.11         08/01/2000
 LAZAR, PAUL S                                06/30/2000           360                 Primary Residence   Purchase
 168 CEDAR WOOD ROAD                          Standard             N                   09/01/2000          80
 STAMFORD                   CT   06903-0000   $6,838.69            07/01/2030          SEP2000             $0.01
 68500362                        8.000        $325,000.00          $324,341.41         $324,118.95         07/01/2000
 GODFREY, BONNIE D                            05/10/2000           360                 Primary Residence   Purchase
 180 COSTA MESA STREET                        Standard             N                   10/01/2000          61.9047
 COSTA MESA                 CA   92627-0000   $2,384.74            06/01/2030          SEP2000             ($0.01)

 68500365                        8.250        $394,000.00          $393,748.75         $393,748.75         09/01/2000
 BRITTON, STEVEN R                            07/14/2000           360                 Primary Residence   Purchase
 2 JASON COURT                                Standard             N                   09/01/2000          80
 W WINDSOR                  NJ   08550-0000   $2,960.00            08/01/2030          SEP2000             $0.00
 68500372                        8.375        $311,000.00          $310,692.40         $310,692.40         09/01/2000
 BECKHAM, JAMES B                             07/24/2000           300                 Primary Residence   Other
 5269 LA RODA AVENUE                          Standard             N                   09/01/2000          62.2
 LOS ANGELES                CA   90041-0000   $2,478.12            08/01/2025          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 68500403                        8.375        $291,200.00          $290,823.35         $290,823.35         08/01/2000
 MCKENZIE, PATRICIA F                         06/15/2000           360                 Primary Residence   Purchase
 15 FOREST LANE                               Standard             N                   09/01/2000          70
 HINGHAM                    MA   02043-3412   $2,213.34            07/01/2030          SEP2000             $13.37
 68500451                        8.125        $350,000.00          $348,735.31         $348,735.31         08/01/2000
 GUNN, CHARLES K                              06/22/2000           360                 Primary Residence   Refinance
 524 OAKHAMPTON STREET 91361                  Standard             N                   09/01/2000          52.2388
 THOUSAND OAKS              CA   91361-0000   $2,598.75            07/01/2030          SEP2000             $805.22
 68500461                        8.375        $350,000.00          $348,567.69         $348,567.69         07/01/2000
 HOUGH, DAVID W                               05/26/2000           360                 Primary Residence   Purchase
 500 AURORA PLACE                             Standard             N                   09/01/2000          73.6842
 REDDING                    CA   96001-0100   $2,660.26            06/01/2030          SEP2000             $775.09

 68500467                        8.375        $285,000.00          $284,283.96         $284,283.96         06/01/2000
 ROOS, PETER J                                04/29/2000           360                 Primary Residence   Refinance
 524 BUTTONWOOD DRIVE                         Standard             N                   09/01/2000          39.3103
 DANVILLE                   CA   94506-0000   $2,166.21            05/01/2030          SEP2000             $0.00
 68500487                        8.375        $345,000.00          $344,352.19         $344,352.19         07/01/2000
 BOOTH, ANNA-MARIE                            05/05/2000           360                 Primary Residence   Refinance
 2945 PACIFIC AVENUE #1                       Standard             N                   09/01/2000          54.7619
 SAN FRANCISCO              CA   94115-0000   $2,622.25            06/01/2030          SEP2000             $0.00
 68500487                        8.375        $392,000.00          $391,263.91         $391,263.91         07/01/2000
 SINGH, RANJAN K                              05/22/2000           360                 Primary Residence   Purchase
 26904 GRAYSLAKE ROAD                         Standard             N                   09/01/2000          80
 RANCHO PALOS VERDES        CA   90275-0000   $2,979.49            06/01/2030          SEP2000             $0.01

 68500488                        8.000        $300,000.00          $299,596.06         $299,596.06         08/01/2000
 WHITE, JOHN B                                06/30/2000           360                 Primary Residence   Purchase
 3215 PRINCE WILLIAM DRIVE                    Standard             N                   09/01/2000          75
 FAIRFAX                    VA   22031-0000   $2,201.30            07/01/2030          SEP2000             $0.00
 68500536                        8.375        $425,000.00          $424,201.97         $424,201.97         07/01/2000
 LUEDERS, RICHARD J                           05/25/2000           360                 Primary Residence   Purchase
 8 SHOAL CREEK                                Standard             N                   09/01/2000          58.6206
 COTO DE CAZA               CA   92679-0000   $3,230.31            06/01/2030          SEP2000             ($0.01)
 68500559                        8.375        $370,000.00          $369,538.44         $369,538.44         08/01/2000
 WILKE, NATHAN P                              06/29/2000           360                 Primary Residence   Purchase
 201 COMMONS WAY #27516                       Standard             N                   09/01/2000          75.8974
 CHAPEL HILL                NC   27516-0000   $2,812.27            07/01/2030          SEP2000             $0.00

 68500569                        8.375        $515,000.00          $514,356.30         $514,356.30         08/01/2000
 DUSANSKY, RICHARD                            06/12/2000           360                 Second Home         Purchase
 1784 DEER TRAIL ROAD                         Standard             N                   09/01/2000          59.9953
 BOULDER                    CO   80302-0000   $3,914.38            07/01/2030          SEP2000             $1.25
 68500589                        9.250        $78,700.00           $78,568.08          $78,568.08          08/01/2000
 RAU, CHERI L                                 06/30/2000           360                 Primary Residence   Purchase
 294 CASTLEAIRE DR                            Stated Income        N                   09/01/2000          74.9523
 KENNESAW                   GA   30144-0000   $647.45              07/01/2030          OCT2000             $50.00
 68500663                        8.750        $300,000.00          $299,653.52         $299,653.52         08/01/2000
 ZIEMBA, JACQUELINE M                         06/28/2000           360                 Primary Residence   Purchase
 6051 N OCEAN DRIVE  UNIT 1201                Standard             N                   09/01/2000          55.9701
 HOLLYWOOD                  FL   33019-0000   $2,360.11            07/01/2030          SEP2000             $0.00

 68500667                        8.375        $279,900.00          $279,550.82         $279,550.82         08/01/2000
 YEARICK, MARK A                              06/15/2000           360                 Primary Residence   Purchase
 2169 JAROSA LANE                             Standard             N                   09/01/2000          79.9942
 SUPERIOR                   CO   80027-0000   $2,127.45            07/01/2030          SEP2000             $0.00
 68500677                        8.750        $299,920.00          $299,573.62         $299,573.62         08/01/2000
 HURLEY, GREGORY F                            06/30/2000           360                 Second Home         Purchase
 423 TUCKER MOUNTAIN LODGE                    Standard             N                   09/01/2000          80
 COPPER MOUNTAIN            CO   80443-0000   $2,359.48            07/01/2030          SEP2000             $0.00
 68500699                        7.875        $450,000.00          $449,378.58         $449,378.58         08/01/2000
 WHEELER, SYLVIA R                            06/28/2000           360                 Primary Residence   Purchase
 927 REGALO WAY                               Standard             N                   09/01/2000          64.0257
 SAN RAMON                  CA   94583-0000   $3,262.82            07/01/2030          SEP2000             $0.00

 68500788                        8.125        $470,000.00          $469,383.02         $469,383.02         08/01/2000
 LIN, GENE J                                  06/30/2000           360                 Primary Residence   Purchase
 15934 CARMENIA DR                            Standard             N                   09/01/2000          80
 WHITTIER                   CA   90603-0000   $3,489.74            07/01/2030          SEP2000             $0.00
 68500818                        8.125        $336,900.00          $336,679.61         $336,679.61         09/01/2000
 NASH, CEDRIC C                               07/12/2000           360                 Primary Residence   Purchase
 65 SPRING HILL ROAD                          Standard             N                   09/01/2000          57.4033
 NORTH ANDOVER              MA   01845-0000   $2,501.48            08/01/2030          SEP2000             $0.00



 Loan ID                         Rate         Orig Amount          Issue Date Bal      Current UPB         First Pay Date
 Borrower Name                                Note Date            Orig Term           Occupancy           Purpose
 Street Address                               Processing Style     Buydown Ind         Paid to Date        LTV
 City                     State  Zip          P & I                Maturity Date       Issue Date          Unsched Pmnts

 68500818                        8.250        $325,000.00          $324,792.76         $324,584.09         09/01/2000
 GIACALONE, LOUIS P                           07/27/2000           360                 Second Home         Purchase
 136 WAGSTAFF LANE                            Standard             N                   10/01/2000          50
 WEST ISLIP                 NY   11795-0000   $2,441.62            08/01/2030          SEP2000             ($0.01)
 68500894                        8.125        $446,000.00          $445,414.53         $445,414.53         08/01/2000
 KWEE, ANDREW L                               06/29/2000           360                 Primary Residence   Purchase
 2428 LONG RIDGE ROAD                         Standard             N                   09/01/2000          80
 STAMFORD                   CT   06903-0000   $3,311.54            07/01/2030          SEP2000             $0.00
 68500927                        7.990        $252,700.00          $252,359.05         $252,359.05         08/01/2000
 LABADINI, FRANCIS J                          06/30/2000           360                 Primary Residence   Purchase
 #4 DIANA DRIVE                               Standard             N                   09/01/2000          77.7538
 SALEM                      NH   03079-0000   $1,852.47            07/01/2030          SEP2000             $0.00

 68500994                        8.000        $252,000.00          $250,782.41         $250,782.41         09/01/2000
 QUARTIERE, MARK A                            07/17/2000           360                 Primary Residence   Purchase
 220 LAKESHORE BOULEVARD                      Standard             N                   09/01/2000          68.1081
 MASSAPEQUA PARK            NY   11762-0000   $1,849.09            08/01/2030          SEP2000             $1,048.50
 68501021                        8.000        $300,000.00          $299,798.70         $299,798.70         09/01/2000
 STRICKLAND, TIMOTHY A                        07/13/2000           360                 Primary Residence   Purchase
 10245 TWINGATE                               Standard             N                   09/01/2000          92.3076
 ALPHARETTA                 GA   30022-0000   $2,201.30            08/01/2030          SEP2000             $0.00
 68501038                        8.250        $543,100.00          $542,753.68         $542,753.68         09/01/2000
 WEIDNER, GLENN A                             07/27/2000           360                 Primary Residence   Purchase
 1909 SAINT ANDREWS CIRCLE                    Standard             N                   09/01/2000          79.997
 GILROY                     CA   95020-0000   $4,080.13            08/01/2030          SEP2000             $0.00

 68501068                        8.375        $280,000.00          $279,825.96         $279,825.96         09/01/2000
 DODGE, DAVID H                               07/31/2000           360                 Primary Residence   Purchase
 163 WAVERLY STREET                           Standard             N                   09/01/2000          77.7777
 ARLINGTON                  MA   02476-0000   $2,128.21            08/01/2030          SEP2000             $0.00
 68501071                        8.125        $290,000.00          $289,810.29         $289,619.30         09/01/2000
 FINNEGAN, DANIEL P                           07/21/2000           360                 Primary Residence   Purchase
 3 ROSELLE AVENUE                             Standard             N                   10/01/2000          80
 PLEASANTVILLE              NY   10570-0000   $2,153.25            08/01/2030          SEP2000             $0.00
 68501103                        8.000        $279,900.00          $279,712.19         $279,712.19         09/01/2000
 SISCA, ANTONIO F                             07/24/2000           360                 Primary Residence   Purchase
 21150 ZEUS DR                                Standard             N                   09/01/2000          79.9942
 WEST LINN                  OR   97068-0000   $2,053.81            08/01/2030          SEP2000             $0.00

 70200004                        8.625        $352,000.00          $351,582.87         $351,582.87         08/01/2000
 LONG, MICHAEL G                              06/07/2000           360                 Primary Residence   Purchase
 2592 SUN REEF ROAD                           Standard             N                   09/01/2000          80
 LAS VEGAS                  NV   89128-0000   $2,737.82            07/01/2030          SEP2000             $0.00
 70200006                        8.125        $480,000.00          $479,369.89         $479,369.89         08/01/2000
 OSBORNE, JOHN E                              06/16/2000           360                 Primary Residence   Purchase
 4 NORTHWOODS ROAD                            Standard             N                   09/01/2000          80
 WAYNE                      PA   19087-0000   $3,563.99            07/01/2030          SEP2000             $0.00
 70200011                        9.250        $350,569.00          $350,204.10         $350,204.10         08/01/2000
 GILBERT, ALICIA R                            06/21/2000           360                 Primary Residence   Purchase
 3404 FIELDWOOD DRIVE                         Standard             N                   09/01/2000          95
 SMYRNA                     GA   30080-0000   $2,884.05            07/01/2030          SEP2000             $0.00

 70200025                        8.625        $339,200.00          $338,999.74         $338,999.74         09/01/2000
 MCGURK, THOMAS D                             07/27/2000           360                 Primary Residence   Purchase
 1878 TENNILLE COURT                          Standard             N                   09/01/2000          80
 DUNWOODY                   GA   30338-0000   $2,638.26            08/01/2030          SEP2000             $0.00
 70200026                        8.625        $336,500.00          $336,301.33         $336,301.33         09/01/2000
 FLEMING, ROBERT C                            07/24/2000           360                 Primary Residence   Purchase
 4848 REGISTRY DRIVE                          Standard             N                   09/01/2000          89.086
 KENNESAW                   GA   30152-0000   $2,617.26            08/01/2030          SEP2000             $0.00
</TABLE>
<PAGE>



<PAGE>

                                    EXHIBIT F


                           FORM OF REQUEST FOR RELEASE

To:     Escrow Bank USA
        100 Witmer Road
        Horsham, Pennsylvania 19044
        Attn:  [__________]

          Re:  Custodial  Agreement  dated as of September 27, 2000 by and among
               GMAC  Mortgage  Corporation,   as  Servicer,   Wells  Fargo  Bank
               Minnesota, N.A., as Trustee and Escrow Bank USA, as Custodian

               In connection with the  administration of the Mortgage Loans held
by you, as Custodian,  pursuant to the above-captioned  Custodial Agreement,  we
request the release, and hereby acknowledge receipt, of the Custodian's Mortgage
File for the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reasons for Requesting Documents (check one):

__________1.Mortgage Paid in Full

__________2.Foreclosure

__________3.Substitution


__________4.Other Liquidation

__________5.Non-liquidation


                                      By: _____________________________
                                             (authorized signer)

                                      Servicer: _______________________

                                      Address: ________________________


                                      Date: ___________________________
Custodian






<PAGE>


                                   EXHIBIT G-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                         )
                                 )    ss.:
COUNTY OF                        )
               [NAME OF OFFICER], being first duly sworn, deposes and says:

     1. That he is [Title of Officer] of [Name of Owner]  (record or  beneficial
owner of the GMACM Mortgage Pass-Through  Certificates,  Series 2000-J3, Class R
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing under the laws of [the State of ___________ ] [the United  States],  on
behalf of which he makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing  large  partnership  as of [date of  transfer]  within  the  meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code,  (ii) will endeavor to remain other than a  disqualified  organization
for so long as it retains its  ownership  interest in the Class R  Certificates,
and (iii) is acquiring the Class R  Certificates  for its own account or for the
account of another  Owner from which it has received an affidavit  and agreement
in  substantially  the same  form as this  affidavit  and  agreement.  (For this
purpose, a "disqualified organization" means an electing large partnership under
Section 775 of the Code, the United States,  any state or political  subdivision
thereof,  any agency or  instrumentality  of any of the foregoing (other than an
instrumentality  all of the  activities of which are subject to tax and,  except
for the Federal  Home Loan  Mortgage  Corporation,  a majority of whose board of
directors  is not  selected  by any such  governmental  entity)  or any  foreign
government,  international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class  R  Certificates   to   disqualified   organizations   or  electing  large
partnerships,  under  the  Code,  that  applies  to all  transfers  of  Class  R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such transfer is through an agent (which person includes a
broker,  nominee or middleman)  for a disqualified  organization,  on the agent;
(iii) that the person  (other than with respect to  transfers to electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability  for
the tax if the  transferee  furnishes  to such  person  an  affidavit  that  the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R Certificates  may be  "noneconomic  residual  interests"  within the
meaning of Treasury  regulations  promulgated  pursuant to the Code and that the
transferor of a noneconomic  residual  interest will remain liable for any taxes
due with respect to the income on such residual interest,  unless no significant
purpose of the transfer was to impede the assessment or collection of tax.

<PAGE>


4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R  Certificates  if either the  pass-through  entity is an electing  large
partnership  under  Section 775 of the if at any time during the taxable year of
the pass-through  entity a disqualified  organization is the record holder of an
interest in such entity.  (For this purpose,  a "pass through entity" includes a
regulated  investment  company,  a real estate  investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

5. The Owner is a citizen or  resident  of the  United  States,  a  corporation,
partnership  or other entity  created or organized in, or under the laws of, the
United  States or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  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.

6. 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.

7. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class R Certificates  and the  provisions of Section  5.02(f) of the Pooling and
Servicing  Agreement  under  which  the Class R  Certificates  were  issued  (in
particular,  clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver  payments  to a person  other than the Owner and  negotiate a
mandatory sale by the Trustee in the event the Owner holds such  Certificates in
violation of Section 5.02(f)).  The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

8. That the Owner consents to any additional  restrictions or arrangements  that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.

9.      The Owner's Taxpayer Identification Number is ________________________ .

10. 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.

11. 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.

12.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R  Certificate

<PAGE>


that the Owner  intends  to pay  taxes  associated  with  holding  such  Class R
Certificate  as they  become  due,  fully  understanding  that it may  incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.

13. 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.

14. The  Purchaser is not an employee  benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"),  or an investment  manager,  named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.


<PAGE>


               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this 27th day of September, 2000.




                                            [NAME OF OWNER]



                                            By:______________________
                                                [Name of Officer]
                                                [Title of Officer]
[Corporate Seal]

ATTEST:

_________________________________
[Assistant] Secretary

               Personally  appeared before me the above-named [Name of Officer],
known  or  proved  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed  the same as his free act and deed and the free act and deed of
the Owner.

               Subscribed and sworn before me this 27th day of September, 2000.




                                _________________________________
                                  NOTARY PUBLIC



                                COUNTY OF
                                STATE OF
                                 My Commission  expires the day of ___,20__ .


<PAGE>


                                   EXHIBIT G-2


                         FORM OF TRANSFEROR CERTIFICATE


                                                  ______________ , 20___

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland  21044

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2000-J3

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2000-J3, Class R

Ladies and Gentlemen:

     This  letter  is  delivered  to you in  connection  with  the  transfer  by
____________________________  (the  "Seller") to  ______________________________
(the "Purchaser") of $__________ Initial Certificate  Principal Balance of GMACM
Mortgage   Pass-Through    Certificates,    Series   2000-J3,   Class   R   (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the  "Pooling and Servicing  Agreement"),  dated as of September 27, 2000 among
Residential  Asset  Mortgage  Products,  Inc., as seller (the  "Company"),  GMAC
Mortgage  Corporation,  as servicer,  and Wells Fargo Bank  Minnesota,  N.A., as
trustee (the "Trustee").  All terms used herein and not otherwise  defined shall
have the meanings set forth in the Pooling and Servicing  Agreement.  The Seller
hereby  certifies,  represents and warrants to, and covenants  with, the Company
and the Trustee that:

1. No purpose of the Seller  relating to the transfer of the  Certificate by the
Seller to the Purchaser is or will be to impede the  assessment or collection of
any tax.

2. The Seller  understands  that the  Purchaser has delivered to the Trustee and
the Servicer a transfer  affidavit  and  agreement  in the form  attached to the
Pooling and  Servicing  Agreement  as Exhibit  G-1.  The Seller does not know or
believe that any representation contained therein is false.

3.  The  Seller  has  at  the  time  of  the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in the  future.  The  Seller  understands  that  the  transfer  of a Class R
Certificate  may not be respected for United States income tax purposes (and the
Seller may  continue  to be liable for United  States  income  taxes  associated
therewith) unless the Seller has conducted such an investigation.

4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.


                                            Very truly yours,

                                        _____________________________________
                                            (Seller)



                                            By:______________________________
                                            Name:
                                            Title:


<PAGE>


                                   EXHIBIT H-1


                     FORM OF INVESTOR REPRESENTATION LETTER


                            _______________, 20___

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland  21044

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2000-J3

               RE:    GMACM Mortgage Pass-Through Certificates,
                      Series 2000-J3, [Class B-[ ]]

Ladies and Gentlemen:

     _____________________   (the   "Purchaser")   intends  to   purchase   from
______________________ (the "Seller") $___________ Initial Certificate Principal
Balance of GMACM Mortgage Pass-Through Certificates,  Series 2000-J3, Class (the
"Certificates"),  issued  pursuant to the Pooling and Servicing  Agreement  (the
"Pooling  and  Servicing  Agreement"),  dated as of  September  27,  2000  among
Residential  Asset  Mortgage  Products,  Inc., as seller (the  "Company"),  GMAC
Mortgage Corporation, as Servicer (the "Servicer"),  and __________________,  as
trustee (the "Trustee").  All terms used herein and not otherwise  defined shall
have the  meanings  set  forth  in the  Pooling  and  Servicing  Agreement.  The
Purchaser hereby certifies,  represents and warrants to, and covenants with, the
Company, the Trustee and the Servicer that:

1.             The Purchaser understands that (a) the Certificates have not been
               and will not be registered or qualified  under the Securities Act
               of 1933, as amended (the "Act") or any state  securities law, (b)
               the  Company  is not  required  to so  register  or  qualify  the
               Certificates,   (c)  the  Certificates  may  be  resold  only  if
               registered and qualified pursuant to the provisions of the Act or
               any  state   securities   law,  or  if  an  exemption  from  such
               registration and qualification is available,  (d) the Pooling and
               Servicing Agreement contains restrictions  regarding the transfer
               of the Certificates  and (e) the Certificates  will bear a legend
               to the foregoing effect.


<PAGE>


2.   The  Purchaser  is  acquiring  the  Certificates  for its own  account  for
     investment  only and not with a view to or for sale in connection  with any
     distribution  thereof  in any  manner  that  would  violate  the Act or any
     applicable state securities laws.

3.   The Purchaser is (a) a substantial,  sophisticated  institutional  investor
     having such  knowledge and  experience  in financial and business  matters,
     and, in particular,  in such matters  related to securities  similar to the
     Certificates, such that it is capable of evaluating the merits and risks of
     investment in the Certificates, (b) able to bear the economic risks of such
     an investment and (c) an "accredited  investor"  within the meaning of Rule
     501(a) promulgated pursuant to the Act.

4.   The Purchaser has been furnished with, and has had an opportunity to review
     (a) a copy of the Private Placement  Memorandum,  dated September 27, 2000,
     relating to the  Certificates  [(b)] a copy of the  Pooling  and  Servicing
     Agreement and [b] [c] such other  information  concerning the Certificates,
     the Mortgage  Loans and the Company as has been  requested by the Purchaser
     from the Company or the Seller and is relevant to the Purchaser's  decision
     to purchase the  Certificates.  The Purchaser has had any questions arising
     from such review answered by the Company or the Seller to the  satisfaction
     of the Purchaser.  [If the Purchaser did not purchase the Certificates from
     the Seller in connection with the initial  distribution of the Certificates
     and was  provided  with a copy of the  Private  Placement  Memorandum  (the
     "Memorandum")  relating to the original sale (the  "Original  Sale") of the
     Certificates  by  the  Company,   the  Purchaser   acknowledges  that  such
     Memorandum  was  provided  to it by the  Seller,  that the  Memorandum  was
     prepared by the Company solely for use in connection with the Original Sale
     and  the  Company  did  not  participate  in or  facilitate  in any way the
     purchase of the  Certificates  by the  Purchaser  from the Seller,  and the
     Purchaser  agrees  that it will look  solely to the  Seller  and not to the
     Company with respect to any damage, liability, claim or expense arising out
     of, resulting from or in connection with (a) error or omission,  or alleged
     error or omission,  contained in the  Memorandum,  or (b) any  information,
     development or event arising after the date of the Memorandum.]

5.   The  Purchaser  has not and  will  not  nor  has it  authorized  or will it
     authorize any person to (a) offer,  pledge,  sell,  dispose of or otherwise
     transfer  any  Certificate,  any interest in any  Certificate  or any other
     similar security to any person in any manner,  (b) solicit any offer to buy
     or to accept a pledge,  disposition of other  transfer of any  Certificate,
     any interest in any  Certificate  or any other  similar  security  from any
     person in any manner,  (c) otherwise  approach or negotiate with respect to
     any  Certificate,  any  interest in any  Certificate  or any other  similar
     security with any person in any manner,  (d) make any general  solicitation
     by means of  general  advertising  or in any  other  manner or (e) take any
     other action,  that (as to any of (a) through (e) above) would constitute a
     distribution  of any  Certificate  under the Act,  that  would  render  the
     disposition  of any  Certificate a violation of Section 5 of the Act or any

<PAGE>


     state  securities law, or that would require  registration or qualification
     pursuant thereto.  The Purchaser will not sell or otherwise transfer any of
     the  Certificates,  except in compliance with the provisions of the Pooling
     and Servicing Agreement.

6.      The Purchaser

(a)            is  not  an  employee  benefit  or  other  plan  subject  to  the
               prohibited  transaction  provisions  of the  Employee  Retirement
               Income  Security Act of 1974,  as amended  ("ERISA"),  or Section
               4975 of the Internal Revenue Code of 1986, as amended (a "Plan"),
               or any other person  (including  an investment  manager,  a named
               fiduciary  or  a  trustee  of  any  Plan)  acting,   directly  or
               indirectly, on behalf of or purchasing any Certificate with "plan
               assets" of any Plan within the meaning of the Department of Labor
               ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

(b)            is an insurance company,  the source of funds to be used by it to
               purchase  the  Certificates  is  an  "insurance  company  general
               account" (within the meaning of DOL Prohibited  Transaction Class
               Exemption ("PTCE") 95-60), and conditions set forth 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 Company, the Trustee and the Servicer that the Purchaser
will not transfer  such  Certificates  to any Plan or person unless such Plan or
person meets the requirements set forth in either 6(a) or (b) above.


                                            Very truly yours,


                                            __________________________________


                                            By:_______________________________
                                            Name:
                                            Title:


<PAGE>



                                   EXHIBIT H-2


                       FORM OF ERISA REPRESENTATION LETTER


                                            ________________, 200__

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland  21044

Attention:     GMAC Mortgage Corporation Series 2000-J3

               Re:  GMACM Mortgage  Pass-Through  Certificates,  Series 2000-J3,
                    [Class M-[ ]] [Class B-[ ]]

Ladies and Gentlemen:

     _________________    (the    "Purchaser")    intends   to   purchase   from
__________________ (the "Seller")  $______________ Initial Certificate Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2000-J3, [Class M- ,
Class B-___] (the "Certificates"),  issued pursuant to the Pooling and Servicing
Agreement  (the  "Pooling and Servicing  Agreement"),  dated as of September 27,
2000,  among  Residential  Asset  Mortgage   Products,   Inc.,  as  seller  (the
"Company"),  GMAC Mortgage  Corporation,  as Servicer (the "Servicer") and Wells
Fargo Bank Minnesota,  N.A., as (the  "Trustee").  All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement.  The  Purchaser  hereby  certifies,  represents  and warrants to, and
covenants with the Company, the Trustee and the Servicer that either:

(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 (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 is an insurance company,  the source of funds to be
               used by it to purchase the Certificates is an "insurance  company
               general   account"   (within  the   meaning  of  DOL   Prohibited
               Transaction   Class  Exemption   ("PTCE")  95-60),   ),  and  the
               conditions  set forth 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 Company, the Trustee and
               the  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,





                                            By:__________________________
                                            Name:
                                            Title:


<PAGE>


                                   EXHIBIT H-3

                              FORM OF ERISA LEGEND

        Each  beneficial  owner of a book-entry  [Class M Certificate]  [Class B
Certificate] (or any interest therein) shall be deemed to have  represented,  by
virtue of its acquisition or holding of such Certificate (or interest  therein),
that either:

               (a) it is not an  employee  benefit or other plan  subject to the
        prohibited  transaction  provisions  of the Employee  Retirement  Income
        Security  Act of 1974,  as amended  ("ERISA"),  or  Section  4975 of the
        Internal  Revenue  Code of 1986,  as  amended (a  "Plan"),  or any other
        person (including an investment  manager, a named fiduciary or a trustee
        of any Plan) acting, directly or indirectly,  on behalf of or purchasing
        any Certificate with "plan assets" of any Plan; or

               (b) (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 Class Exemption  ("PTCE") 95-60),  and (iii) the
        conditions  set  forth in  Sections  I and III of PTCE  95-60  have been
        satisfied.

        Any purported  beneficial owner of a book-entry  [Class M/B Certificate]
(or  interest  therein)  to whom  either (a) or (b) above  does not apply  shall
indemnify  and hold  harmless  the  Company,  the  Trustee,  the  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  its
acquisition or holding of such Certificate.



<PAGE>


                                    EXHIBIT I


                    FORM OF TRANSFEROR REPRESENTATION LETTER


                                               _____________, 20__

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland  21044

Attention: Residential Asset Mortgage Products, Inc.,  Series 2000-J3

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2000-J3, [Class B-[ ]]

Ladies and Gentlemen:

     In  connection  with  the  sale  by   _______________   (the  "Seller")  to
__________________  (the "Purchaser") of  $_______________  Initial  Certificate
Principal Balance of GMACM Mortgage Pass-Through  Certificates,  Series 2000-J3,
Class  (the  "Certificates"),  issued  pursuant  to the  Pooling  and  Servicing
Agreement  (the  "Pooling and Servicing  Agreement"),  dated as of September 27,
2000,  among  Residential  Asset  Mortgage   Products,   Inc.,  as  seller  (the
"Company"),  GMAC  Mortgage  Corporation,  as  Servicer,  and Wells  Fargo  Bank
Minnesota,  N.A.,  as trustee  (the  "Trustee").  The Seller  hereby  certifies,
represents  and warrants  to, and  covenants  with,  the Company and the Trustee
that:

               Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require  registration or qualification  pursuant thereto.  The Seller
will not act, in any manner set forth in the foregoing  sentence with respect to
any Certificate.  The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.


                                            Very truly yours,

                                            __________________________________
                                            (Seller)



                                            By:______________________________
                                            Name:
                                            Title:


<PAGE>


                                    EXHIBIT J


                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

            Description of Rule 144A Securities, including numbers:


               The  undersigned  seller,  as registered  holder (the  "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

1. In  connection  with such  transfer  and in  accordance  with the  agreements
pursuant  to which the Rule 144A  Securities  were  issued,  the  Seller  hereby
certifies  the  following  facts:  Neither  the Seller nor anyone  acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A  Securities,  any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition  of  the  Rule  144A  Securities,  any  interest  in the  Rule  144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

2. The Buyer  warrants and represents  to, and covenants  with, the Seller,  the
Trustee and the Servicer (as defined in the Pooling and Servicing Agreement (the
"Agreement"),  dated as of September 27, 2000 among GMAC Mortgage Corporation as
Servicer,  Residential Asset Mortgage  Products,  Inc. as depositor  pursuant to
Section 5.02 of the Agreement and Wells Fargo Bank Minnesota, N.A., as trustee),
as follows:

(a)     The  Buyer  understands  that the  Rule  144A  Securities  have not been
        registered under the 1933 Act or the securities laws of any state.

(b)     The Buyer considers  itself a substantial,  sophisticated  institutional
        investor  having such knowledge and experience in financial and business
        matters  that it is  capable  of  evaluating  the  merits  and  risks of
        investment in the Rule 144A Securities.

<PAGE>


(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 the Rule 144A  Securities or any other similar  security to, or
     solicited  any  offer  to  buy  or  accept  a  transfer,  pledge  or  other
     disposition  of the Rule 144A  Securities,  any  interest  in the Rule 144A
     Securities or any other similar  security from, or otherwise  approached or
     negotiated  with respect to the Rule 144A  Securities,  any interest in the
     Rule 144A Securities or any other similar  security with, any person in any
     manner, or made any general solicitation by means of general advertising or
     in any other  manner,  or taken any other action,  that would  constitute a
     distribution of the Rule 144A  Securities  under the 1933 Act or that would
     render the disposition of the Rule 144A Securities a violation of Section 5
     of the 1933 Act or require registration  pursuant thereto, nor will it act,
     nor has it  authorized  or will it  authorize  any  person to act,  in such
     manner with respect to the Rule 144A Securities.

(e)  The Buyer is a "qualified  institutional  buyer" as that term is defined in
     Rule  144A  under  the 1933 Act and has  completed  either  of the forms of
     certification  to that  effect  attached  hereto as Annex 1 or Annex 2. The
     Buyer is aware that the sale to it is being made in  reliance on Rule 144A.
     The Buyer is acquiring the Rule 144A  Securities for its own account or the
     accounts of other qualified  institutional  buyers,  understands  that such
     Rule 144A  Securities may be resold,  pledged or transferred  only (i) to a
     person  reasonably  believed  to be a  qualified  institutional  buyer that
     purchases   for  its  own  account  or  for  the  account  of  a  qualified
     institutional  buyer to whom  notice is given  that the  resale,  pledge or
     transfer  is being made in  reliance  on Rule  144A,  or (ii)  pursuant  to
     another exemption from registration under the 1933 Act.

               [3.    The Buyer

(a)     is not an  employee  benefit  or other plan  subject  to the  prohibited
        transaction provisions of the Employee Retirement Income Security Act of
        1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
        of 1986,  as  amended  (the  "Code")  (a  "Plan"),  or any other  person
        (including an investment  manager, a named fiduciary or a trustee of any
        Plan) acting,  directly or  indirectly,  on behalf of or purchasing  any
        Certificate  with "plan  assets" of any Plan  within the  meaning of the
        Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or

(b)     is an  insurance  company,  the  source  of  funds  to be  used by it to
        purchase the  Certificates  is an "insurance  company  general  account"
        (within  the  meaning  of DOL  Prohibited  Transaction  Class  Exemption
        ("PTCE")  95-60),  and the conditions set forth in Sections I and III of
        PTCE 95-60 have been satisfied.]

               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.

<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:



<PAGE>


                              ANNEX 1 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

     1. As indicated  below,  the undersigned is the President,  Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

               2. In  connection  with  purchases  by the Buyer,  the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a  discretionary  basis $ in securities  (except for the excluded  securities
referred  to below) as of the end of the Buyer's  most recent  fiscal year (such
amount  being  calculated  in  accordance  with  Rule  144A)  and (ii) the Buyer
satisfies the criteria in the category marked below.

--             Corporation,  etc. The Buyer is a corporation (other than a bank,
               savings   and   loan   association   or   similar   institution),
               Massachusetts   or  similar  business  trust,   partnership,   or
               charitable  organization  described  in Section  501(c)(3) of the
               Internal Revenue Code.

--             Bank.  The Buyer (a) is a national  bank or  banking  institution
               organized under the laws of any State,  territory or the District
               of Columbia,  the business of which is substantially  confined to
               banking and is  supervised  by the State or  territorial  banking
               commission or similar official or is a foreign bank or equivalent
               institution,  and  (b)  has an  audited  net  worth  of at  least
               $25,000,000  as  demonstrated  in  its  latest  annual  financial
               statements, a copy of which is attached hereto.

--             Savings   and  Loan.   The  Buyer  (a)  is  a  savings  and  loan
               association,  building and loan  association,  cooperative  bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal  authority having  supervision
               over any  such  institutions  or is a  foreign  savings  and loan
               association or equivalent  institution and (b) has an audited net
               worth of at  least  $25,000,000  as  demonstrated  in its  latest
               annual financial statements.

--   Broker-Dealer.  The Buyer is a dealer registered  pursuant to Section 15 of
     the Securities Exchange Act of 1934.

--             Insurance  Company.  The  Buyer  is an  insurance  company  whose
               primary  and  predominant  business  activity  is the  writing of
               insurance or the  reinsuring of risks  underwritten  by insurance
               companies  and which is subject to  supervision  by the insurance
               commissioner  or a  similar  official  or  agency  of a State  or
               territory or the District of Columbia.


<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  Company. The Buyer is a business development company
     as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

--             Trust Fund.  The Buyer is a trust fund whose trustee is a bank or
               trust company and whose  participants  are  exclusively (a) plans
               established   and   maintained   by  a   State,   its   political
               subdivisions,  or any agency or  instrumentality  of the State or
               its political subdivisions,  for the benefit of its employees, or
               (b) employee  benefit  plans within the meaning of Title I of the
               Employee  Retirement  Income  Security Act of 1974,  but is not a
               trust fund that includes as  participants  individual  retirement
               accounts or H.R. 10 plans.

               3. The term  "securities"  as used  herein  does not  include (i)
 securities of issuers that are affiliated with the Buyer,  (ii) securities that
 are part of an unsold  allotment to or  subscription by the Buyer, if the Buyer
 is a dealer,  (iii) bank deposit notes and  certificates of deposit,  (iv) loan
 participations, (v) repurchase agreements, (vi) securities owned but subject to
 a repurchase agreement and (vii) currency, interest rate and commodity swaps.

               4. For purposes of determining the aggregate amount of securities
 owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
 cost of such  securities to the Buyer and did not include any of the securities
 referred to in the preceding paragraph.  Further, in determining such aggregate
 amount,  the Buyer may have included  securities  owned by  subsidiaries of the
 Buyer, but only if such  subsidiaries  are  consolidated  with the Buyer in its
 financial  statements prepared in accordance with generally accepted accounting
 principles and if the  investments of such  subsidiaries  are managed under the
 Buyer's direction. However, such securities were not included if the Buyer is a
 majority-owned,  consolidated subsidiary of another enterprise and the Buyer is
 not itself a reporting company under the Securities Exchange Act of 1934.

               5. The Buyer  acknowledges that it is familiar with Rule 144A and
 understands that the seller to it and other parties related to the Certificates
 are relying and will continue to rely on the statements made herein because one
 or more sales to the Buyer may be in reliance on Rule 144A.

<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:_____________________________

<PAGE>


                              ANNEX 2 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

               1. As indicated  below,  the undersigned is the President,  Chief
 Financial  Officer or Senior Vice  President of the Buyer or, if the Buyer is a
 "qualified  institutional buyer" as that term is defined in Rule 144A under the
 Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a Family  of
 Investment Companies (as defined below), is such an officer of the Adviser.

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
 "qualified  institutional  buyer" as defined in SEC Rule 144A  because  (i) the
 Buyer is an investment  company  registered under the Investment Company Act of
 1940,  and (ii) as marked  below,  the Buyer  alone,  or the Buyer's  Family of
 Investment Companies, owned at least $100,000,000 in securities (other than the
 excluded securities referred to below) as of the end of the Buyer's most recent
 fiscal year. For purposes of determining the amount of securities  owned by the
 Buyer  or the  Buyer's  Family  of  Investment  Companies,  the  cost  of  such
 securities was used.

--   The Buyer owned  $_________________  in securities (other than the excluded
     securities  referred  to below) as of the end of the  Buyer's  most  recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

--   The Buyer is part of a Family of  Investment  Companies  which owned in the
     aggregate  $_____________________  in  securities  (other than the excluded
     securities  referred  to below) as of the end of the  Buyer's  most  recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
 two or more registered  investment  companies (or series thereof) that have the
 same investment  adviser or investment  advisers that are affiliated (by virtue
 of  being  majority  owned  subsidiaries  of the same  parent  or  because  one
 investment adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
 securities  of issuers  that are  affiliated  with the Buyer or are part of the
 Buyer's   Family  of  Investment   Companies,   (ii)  bank  deposit  notes  and
 certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
 (v) securities  owned but subject to a repurchase  agreement and (vi) currency,
 interest rate and commodity swaps.


<PAGE>


               5. The Buyer is familiar with Rule 144A and understands that each
 of the  parties  to  which  this  certification  is made are  relying  and will
 continue to rely on the statements made herein because one or more sales to the
 Buyer  will be in  reliance  on Rule  144A.  In  addition,  the Buyer will only
 purchase for the Buyer's own account.

               6. The undersigned  will notify each of the parties to which this
 certification is made of any changes in the information and conclusions herein.
 Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
 a reaffirmation of this certification by the undersigned as of the date of such
 purchase.



                                ___________________________________________
                                Print Name of Buyer


                                            By:____________________________
                                                 Name:
                                                 Title:


                                            IF AN ADVISER:


                               ____________________________________________
                               Print Name of Buyer


                                            Date:__________________________



<PAGE>

                                    EXHIBIT K


          FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                                                 _______________ , 20__

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland  21044

Attention:  Residential Asset Mortgage Products, Inc., Series 2000-J3

          Re:  GMACM   Mortgage   Pass-Through   Certificates,   Series  2000-J3
               Assignment of Mortgage Loan

Ladies and Gentlemen:

     This letter is delivered to you in connection  with the assignment by Wells
Fargo Bank Minnesota,  N.A. (the "Trustee") to _________________- (the "Lender")
of  _____________________  (the "Mortgage  Loan") pursuant to Section 3.13(d) of
the Pooling and Servicing  Agreement  (the  "Pooling and Servicing  Agreement"),
dated as of September 27, 2000 among Residential Asset Mortgage Products,  Inc.,
as seller (the  "Company"),  GMAC  Mortgage  Corporation,  as 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 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.



                                            Very truly yours,


                                            __________________________________
                                            (Lender)


                                            By:_______________________________
                                            Name:
                                            Title:


<PAGE>


                                    EXHIBIT L

                         SCHEDULE OF DISCOUNT FRACTIONS

                                 [See attached]

      Loan
    Number   Scheduled Balances   Net Rate         PO Amount         Discount
                                                                     Fraction
 123181307            475000.00     7.6250          7,661.29       1.61290323
 167749902            288691.13     7.6250          4,656.31       1.61290323
 439451006            326934.32     7.6250          5,273.13       1.61290323
 498173707            247364.42     7.3750         11,969.25       4.83870968
 503393100            256735.91     7.5000          8,281.80       3.22580645
 503564106            349504.34     7.5000         11,274.33       3.22580645
 503622607            314565.01     7.6250          5,073.63       1.61290323
 503661407            359502.87     7.6250          5,798.43       1.61290323
 503681207            341252.67     7.3750         16,512.23       4.83870968
 503708406            394136.87     7.3750         19,071.14       4.83870968
 503782609            284596.39     7.5000          9,180.53       3.22580645
 503791204            304578.80     7.6250          4,912.56       1.61290323
 503884405            271075.13     7.6250          4,372.18       1.61290323
 503895104            479320.25     7.5000         15,461.94       3.22580645
 503947509            329772.70     7.6250          5,318.91       1.61290323
 504755505            283607.82     7.6250          4,574.32       1.61290323
 504778200            297195.33     7.6250          4,793.47       1.61290323
 504785007            287801.80     7.6250          4,641.96       1.61290323
 504833807            485148.61     7.3750         23,474.93       4.83870968
 504859406            689525.15     7.6250         11,121.37       1.61290323
 504869801            280000.00     7.6250          4,516.13       1.61290323
 505033209            300093.33     7.6250          4,840.22       1.61290323
 505039404            434600.70     7.6250          7,009.69       1.61290323
 505052902            280601.81     7.5000          9,051.67       3.22580645
 505059204            539254.30     7.6250          8,697.65       1.61290323
 505067405            300000.00     7.5000          9,677.42       3.22580645
 505087601            312700.00     7.5000         10,087.10       3.22580645
 505193508            317900.00     7.6250          5,127.42       1.61290323
 505213504            520000.00     7.6250          8,387.10       1.61290323
 505230102            271812.81     7.6250          4,384.08       1.61290323
 505251801            459683.43     7.6250          7,414.25       1.61290323
 505316604            347748.12     7.3750         16,826.52       4.83870968
 505340604            296795.60     7.6250          4,787.03       1.61290323
 505392704            377379.97     7.6250          6,086.77       1.61290323
 505419002            342000.00     7.6250          5,516.13       1.61290323
 505426007            463664.16     7.3750         22,435.36       4.83870968
 505462705            324764.77     7.3750         15,714.42       4.83870968
 505477307            705888.58     7.3750         34,155.90       4.83870968
 505490706            287000.00     7.5000          9,258.06       3.22580645
 505528802            469676.55     7.6250          7,575.43       1.61290323
 505572909            358965.27     7.6250          5,789.76       1.61290323
 505648501            444229.06     7.2500         28,659.94       6.45161290
 600017127            250075.06     7.3750         12,100.41       4.83870968
 600027825            336310.91     7.3750         16,273.11       4.83870968
 600028064            335524.17     7.5000         10,823.36       3.22580645
 600028254            317157.70     7.6250          5,115.45       1.61290323
 600029375            295181.08     7.6250          4,760.99       1.61290323
 600033807            399433.54     7.5000         12,884.95       3.22580645
 600034438            274216.10     7.5000          8,845.68       3.22580645
 600034572            296376.55     7.6250          4,780.27       1.61290323
 600034665            299376.55     7.6250          4,828.65       1.61290323
 600035976            329544.30     7.6250          5,315.23       1.61290323
 600037280            334737.13     7.6250          5,398.99       1.61290323
 600037791            319779.78     7.6250          5,157.74       1.61290323
 600038704            385334.63     7.6250          6,215.07       1.61290323
 651262965            345315.27     7.6250          5,569.60       1.61290323
 652033112            290597.96     7.7400            374.97       0.12903226
 652046257            304380.69     7.7400            392.75       0.12903226
 652069947            445416.56     7.3750         21,552.41       4.83870968
 652114954            298759.37     7.5000          9,637.40       3.22580645
 652119545            398097.58     7.5000         12,841.86       3.22580645
 652127917            299376.55     7.6250          4,828.65       1.61290323
 652132996            262836.53     7.6250          4,239.30       1.61290323
 652134379            450561.71     7.6250          7,267.12       1.61290323
 652134729            348318.32     7.6250          5,618.04       1.61290323
 652134946            319558.09     7.6250          5,154.16       1.61290323
 652140134            218804.38     7.7400            282.33       0.12903226
 652140892            209855.48     7.6250          3,384.77       1.61290323
 652149403            399433.54     7.5000         12,884.95       3.22580645
 652165565            219752.29     7.5000          7,088.78       3.22580645
 652166489            359752.25     7.6250          5,802.46       1.61290323
 652168854            275014.96     7.7400            354.86       0.12903226
 652168944            291399.32     7.6250          4,699.99       1.61290323
 652170028            299585.73     7.6250          4,832.03       1.61290323
 652174571            255827.87     7.7400            330.10       0.12903226
 652175733            252359.05     7.7400            325.62       0.12903226
 652176804            571582.07     7.6250          9,219.07       1.61290323
 652177598            219832.59     7.1250         17,728.43       8.06451613
 685000493            101417.26     7.6250          1,635.76       1.61290323
 685006990            449378.58     7.6250          7,248.04       1.61290323
 685009274            252359.05     7.7400            325.62       0.12903226




<PAGE>




                                    EXHIBIT M

                          INFORMATION TO BE INCLUDED IN
                       MONTHLY DISTRIBUTION DATE STATEMENT



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

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

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

(iv)    the amount of any Advance by the Servicer pursuant to Section 4.04;

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

(vi)    the  Guaranteed   Distribution  for  such  Distribution  Date,  and  the
        respective  portions thereof allocable to principal and interest for the
        Insured Certificates;

(vii)   the amount of any FSA Insurance Payment made on such Distribution  Date,
        the amount of any  reimbursement  payment made to Financial  Security on
        such Distribution  Date pursuant to Section  4.02(a)(xvi) and the amount
        of  Cumulative  Insurance  Payments  after giving effect to any such FSA
        Insurance  Payment  or  any  such  reimbursement  payment  to  Financial
        Security;

(viii) the related  Subordinate  Principal  Distribution  Amount and  Prepayment
     Distribution Percentage, if applicable;

(ix)    on the basis of the most recent reports furnished to it by the Servicer,
        the number and aggregate  principal  balances of Mortgage Loans that are
        Delinquent  (A) 30-59  days,  (B) 60-89 days and (C) 90 or more days and
        the number and aggregate principal balance of Mortgage Loans that are in
        foreclosure;

(x)  on the basis of the most recent  reports  furnished to it by the  Servicer,
     the  number,  aggregate  principal  balance  and  book  value  of  any  REO
     Properties;

(xi)    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;

<PAGE>


(xii)   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;

(xiii) the Pass-Through Rate with respect to the Class IO Certificates,  if any,
     thereof;

(xiv)the  occurrence  of the Credit  Support  Depletion  Date and the  Accretion
     Termination Date;

(xv) the related Senior Accelerated  Distribution  Percentage applicable to such
     distribution;

(xvi)   the related Senior Percentage for such Distribution Date;

(xvii)  the amount of Realized Losses  allocated on such  Distribution  Date and
        the cumulative amount of Realized Losses as of such  Distribution  Date;
        and

(xviii) if any of the Class M  Certificates  are held by a Depository,  a legend
        substantially in the form of Exhibit H-3, referencing such Certificates.

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.



<PAGE>


                                    EXHIBIT N

                          FORM OF INITIAL CERTIFICATION

                               September __, 2000


Wells Fargo Bank Minnesota, N.A.              GMAC Mortgage Corporation
11000 Broken Land Parkway                     100 Witmer Road
Columbia, Maryland  21044                     Horsham, Pennsylvania  19044

Financial Security Assurance Inc.


Attention:
______________________________________
(GMACM Mortgage Pass-Through Certificates,
Series 2000-J3)

Attention:  Residential Asset Mortgage Products, Inc., Series 2000-J3

          Re:  Custodial  Agreement dated as of September 27, 2000, by and among
               Wells  Fargo Bank  Minnesota,  N.A.,  as Trustee,  GMAC  Mortgage
               Corporation, as Servicer, and Escrow Bank USA, as Custodian

Ladies and Gentlemen:

               In accordance with Section 2.2 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, if  available)  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 to the extent  required in
Section 2.01(b) of the Pooling  Agreement,  subject to the provisions of Section
2.01(c)  of the  Pooling  Agreement,  and that  such  documents  related  to the
Mortgage  Loans  identified on the Mortgage Loan  Schedule,  with any exceptions
listed on Schedule A attached hereto.

               Capitalized  terms used  herein  that are not  otherwise  defined
shall  have the  meanings  assigned  thereto  in the  above-captioned  Custodial
Agreement.

                                                   ESCROW BANK USA, as Custodian



                                                   By:________________________
                                                Name:
                                                Title:



<PAGE>


                                    EXHIBIT O

                           FORM OF FINAL CERTIFICATION

________, 2000



Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland  21044

Financial Security Assurance Inc.


Attention:
________________________________
(GMACM Mortgage Pass-Through Certificates,
Series 2000-J3)

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc., Series 2000-J3

               Re:  Custodial  Agreement  dated as of September 27, 2000, by and
                    among Wells Fargo Bank  Minnesota,  N.A.,  as Trustee,  GMAC
                    Mortgage Corporation,  as Servicer,  and Escrow Bank USA, as
                    Custodian

Ladies and Gentlemen:

               In accordance with 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
containing (I) with respect to each such Mortgage Loan (other than a Cooperative
Loan):

(i)  The original  Mortgage Note,  endorsed without recourse in blank, or in the
     name of the Trustee as trustee,  and signed by an authorized officer (which
     endorsement  shall  contain  either an  original  signature  or a facsimile
     signature of an authorized  officer of the Seller, and if in the form of an
     allonge,  the  allonge  shall be stapled to the  Mortgage  Note),  with all
     intervening  endorsements  showing  a  complete  chain  of  title  from the
     originator to the Seller. If the Mortgage Loan was acquired by the endorser
     in a merger,  the endorsement must be by "___________,  successor by merger
     to [name of  predecessor]." If the Mortgage Loan was acquired or originated
     by the endorser while doing  business  under another name, the  endorsement
     must be by "__________formerly known as [previous name]";


<PAGE>


(ii)    The  original  Mortgage,  noting the presence of the MIN of the Mortgage
        Loan, if the Mortgage is registered on the MERS(R) System,  and language
        indicating  that the Mortgage Loan is a MOM Loan if the Mortgage Loan is
        a MOM Loan,  with evidence of recording  indicated  thereon or a copy of
        the  Mortgage  certified  by the public  recording  office in which such
        Mortgage has been recorded;

(iii)The  original of any  guarantee  executed in  connection  with the Mortgage
     Note, if applicable;

(iv)    Any rider or the  original  of any  modification  agreement  executed in
        connection with the related Mortgage Note or Mortgage,  with evidence of
        recording if required by applicable law;

(v)  Unless the Mortgage Loan is registered  on the  MERS(R)System,  an original
     Assignment  or  Assignments  of the  Mortgage  (which may be  included in a
     blanket  assignment  or  assignments)  from the Seller to "Wells Fargo Bank
     Minnesota,  N.A.,  as Trustee  under that  certain  Pooling  and  Servicing
     Agreement  dated as of September 27, 2000, for GMACM Mortgage  Pass-Through
     Certificates,  Series 2000-J3" c/o the Servicer at an address  specified by
     the Servicer,  and signed by an authorized officer,  which assignment shall
     be in form and substance acceptable for recording. If the Mortgage Loan was
     acquired  by the  assignor  in a  merger,  the  assignment  must  be by " ,
     successor by merger to [name of  predecessor]".  If the  Mortgage  Loan was
     acquired or originated by the assignor  while doing  business under another
     name, the assignment must be by " formerly known as [previous name]";

(vi)    Originals of all  intervening  assignments  of mortgage,  which together
        with Mortgage shows a complete chain of title from the originator to the
        Seller (or to MERS,  if the Mortgage  Loan is  registered on the MERS(R)
        System,  and which  notes  the  presence  of a MIN),  with  evidence  of
        recording thereon;

(vii)The original  mortgagee  policy of title  insurance,  including  riders and
     endorsements  thereto,  or if the  policy  has not yet been  issued,  (i) a
     written  commitment  or  interim  binder  for  title  issued  by the  title
     insurance  or escrow  company  dated as of the date the  Mortgage  Loan was
     funded, with a statement by the title insurance company or closing attorney
     that the  priority  of the lien of the related  Mortgage  during the period
     between the date of the funding of the related  Mortgage  Loan and the date
     of the related  title policy (which title policy shall be dated the date of
     recording of the related  Mortgage) is insured,  (ii) a  preliminary  title
     report  issued  by a title  insurer  in  anticipation  of  issuing  a title
     insurance  policy which  evidences  existing  liens and gives a preliminary
     opinion as to the  absence  of any  encumbrance  on title to the  Mortgaged
     Property, except liens to be removed on or before purchase by the Mortgagor
     or which constitute customary exceptions acceptable to lenders generally or
     (iii) other evidence of title insurance acceptable to Fannie Mae or Freddie
     Mac, in accordance with the Fannie Mae Seller/Servicer Guide or Freddie Mac
     Seller/Servicer Guide, respectively;

(viii)   A certified true copy of any power of attorney, if applicable; and

<PAGE>


(ix) Originals of any security  agreement,  chattel  mortgage or the  equivalent
     executed in connection with the Mortgage, if any;

and (II) with respect to each Cooperative Loan so assigned:

(i)     The original  Mortgage Note,  endorsed  without recourse to the order of
        the  Trustee  and showing an  unbroken  chain of  endorsements  from the
        originator thereof to the Seller;

(ii)    A counterpart of the Cooperative Lease and the Assignment of Proprietary
        Lease  to  the  originator  of the  Cooperative  Loan  with  intervening
        assignments  showing an unbroken chain of title from such  originator to
        the Trustee;

(iii)   The related  Cooperative  Stock  Certificate,  representing  the related
        Cooperative  Stock  pledged  with  respect  to  such  Cooperative  Loan,
        together  with an  undated  stock  power (or other  similar  instrument)
        executed in blank;

(iv) The original  recognition  agreement by the Cooperative of the interests of
     the mortgagee with respect to the related Cooperative Loan;

(v)      The Security Agreement;

(vi)    Copies of the original UCC-1 financing  statement,  and any continuation
        statements,  filed by the originator of such Cooperative Loan as secured
        party, each with evidence of recording thereof,  evidencing the interest
        of the  originator  under the Security  Agreement and the  Assignment of
        Proprietary Lease;

(vii)   Copies  of  the  filed  UCC-3   assignments  of  the  security  interest
        referenced in clause (vi) above showing an unbroken  chain of title from
        the originator to the Trustee,  each with evidence of recording thereof,
        evidencing the interest of the originator  under the Security  Agreement
        and the Assignment of Proprietary Lease;

(viii)  An executed assignment of the interest of the originator in the Security
        Agreement, Assignment of Proprietary Lease and the recognition agreement
        referenced in clause (iv) above, showing an unbroken chain of title from
        the originator to the Trustee;

(ix) The original of each modification,  assumption  agreement or preferred loan
     agreement, if any, relating to such Cooperative Loan; and

(x)     An executed UCC-1 financing  statement showing the Seller as debtor, the
        Company as secured  party and the  Trustee as  assignee  and an executed
        UCC-1 financing  statement showing the Company as debtor and the Trustee
        as secured party,  each in a form sufficient for filing,  evidencing the
        interest of such debtors in the Cooperative Loans.

               Capitalized   words  and  phrases  used  herein  shall  have  the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                    ESCROW BANK USA, as Custodian


                                    By:
                                    Name:
                                    Title:



<PAGE>


                                    EXHIBIT P

                            FINANCIAL SECURITY POLICY
                                 (See attached)




<PAGE>
</TEXT>
</DOCUMENT>
