EXECUTION COPY


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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                    Company,

                           GMAC MORTGAGE CORPORATION,
                                    Servicer

                                       and

                         BANK ONE, NATIONAL ASSOCIATION,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of October 30, 2002

                        GMACM Mortgage Loan Trust 2002-J7
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2002-J7


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



<PAGE>
<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

                                                                                          PAGE

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

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

        Section 1.02.     Use of Words and Phrases.........................................43

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........43

        Section 2.01.     Conveyance of Mortgage Loans.....................................43

        Section 2.02.     Acceptance by Trustee............................................47

        Section 2.03.     Representations, Warranties and Covenants of the Servicer........48

        Section 2.04.     Representations and Warranties of the Sellers and GMACM..........49

        Section 2.05.     Execution and Authentication of Certificates.....................50

        Section 2.06.     Purposes and Powers of the Trust Fund............................51

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................51

        Section 3.01.     Servicer to Act as Servicer......................................51

        Section 3.02.     Subservicing Agreements Between Servicer and Subservicers;
                          Enforcement of Subservicers' and Sellers' Obligations............53

        Section 3.03.     Successor Subservicers...........................................53

        Section 3.04.     Liability of the Servicer........................................53

        Section 3.05.     No Contractual Relationship Between Subservicer and Trustee
                          or Certificateholders............................................53

        Section 3.06.     Assumption or Termination of Subservicing Agreements by
                          Trustee..........................................................54

        Section 3.07.     Collection of Certain Mortgage Loan Payments; Deposits to
                          Custodial Account................................................54

        Section 3.08.     Subservicing Accounts; Servicing Accounts........................56

        Section 3.09.     Access to Certain Documentation and Information Regarding
                          the Mortgage Loans...............................................57

        Section 3.10.     Permitted Withdrawals from the Custodial Account.................58

        Section 3.11.     Maintenance of the Primary Insurance Policies; Collections
                          Thereunder.......................................................59

        Section 3.12.     Maintenance of Fire Insurance and Omissions and Fidelity
                          Coverage.........................................................60

        Section 3.13.     Enforcement of Due-on-Sale Clauses; Assumption and
                          Modification Agreements; Certain Assignments.....................62

        Section 3.14.     Realization Upon Defaulted Mortgage Loans........................63

                                        i

<PAGE>


        Section 3.15.     Trustee to Cooperate; Release of Mortgage Notes..................66

        Section 3.16.     Servicing and Other Compensation; Compensating Interest..........67

        Section 3.17.     Periodic Filings with the Securities and Exchange
                          Commission; Additional Information...............................68

        Section 3.18.     Annual Statement as to Compliance................................69

        Section 3.19.     Annual Independent Public Accountants' Servicing Report..........69

        Section 3.20.     Rights of the Company in Respect of the Servicer.................70

        Section 3.21.     Administration of Buydown Funds..................................70

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................71

        Section 4.01.     Payment Account..................................................71

        Section 4.02.     Distributions....................................................71

        Section 4.03.     Statements to Certificateholders.................................82

        Section 4.04.     Distribution of Reports to the Trustee and the Company;
                          Advances by the Servicer.........................................83

        Section 4.05.     Allocation of Realized Losses....................................84

        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property....85

        Section 4.07.     Optional Purchase of Defaulted Mortgage Loans....................85

        Section 4.08.     Insured Reserve Fund.............................................86

        Section 4.09.     Rounding Account.................................................87

        Section 4.10.     Principal Distributions on the Class A-4 Certificates............87

ARTICLE V         THE CERTIFICATES.........................................................91

        Section 5.01.     The Certificates.................................................91

        Section 5.02.     Registration of Transfer and Exchange of Certificates............93

        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates................98

        Section 5.04.     Persons Deemed Owners............................................99

        Section 5.05.     Appointment of Paying Agent......................................99

        Section 5.06.     Optional Purchase of Certificates................................99

ARTICLE VI        THE COMPANY AND THE SERVICER............................................101

        Section 6.01.     Respective Liabilities of the Company and the Servicer..........101

        Section 6.02.     Merger or Consolidation of the Company or the Servicer;
                          Assignment of Rights and Delegation of Duties by Servicer.......101

                                        ii
<PAGE>


        Section 6.03.     Limitation on Liability of the Company, the Servicer and
                          Others..........................................................102

        Section 6.04.     Company and Servicer Not to Resign..............................103

ARTICLE VII       DEFAULT.................................................................103

        Section 7.01.     Events of Default...............................................103

        Section 7.02.     Trustee to Act; Appointment of Successor........................105

        Section 7.03.     Notification to Certificateholders..............................107

        Section 7.04.     Waiver of Events of Default.....................................107

ARTICLE VIII      CONCERNING THE TRUSTEE..................................................107

        Section 8.01.     Duties of Trustee...............................................107

        Section 8.02.     Certain Matters Affecting the Trustee...........................109

        Section 8.03.     Trustee Not Liable for Certificates or Mortgage Loans...........110

        Section 8.04.     Trustee May Own Certificates....................................111

        Section 8.05.     Servicer to Pay Trustee's Fees and Expenses; Indemnification....111

        Section 8.06.     Eligibility Requirements for Trustee............................112

        Section 8.07.     Resignation and Removal of the Trustee..........................112

        Section 8.08.     Successor Trustee...............................................113

        Section 8.09.     Merger or Consolidation of Trustee..............................113

        Section 8.10.     Appointment of Co-Trustee or Separate Trustee...................114

        Section 8.11.     Appointment of Custodians.......................................115

        Section 8.12.     Appointment of Office or Agency.................................115

ARTICLE IX        TERMINATION.............................................................115

        Section 9.01.     Termination Upon Purchase by the Servicer or Liquidation of
                          All Mortgage Loans..............................................115

        Section 9.02.     Additional Termination Requirements.............................118

ARTICLE X         REMIC PROVISIONS........................................................118

        Section 10.01.    REMIC Administration............................................118

        Section 10.02.    Servicer, REMIC Administrator and Trustee Indemnification.......122

        Section 10.03.    Designation of REMIC(s).........................................122

        Section 10.04.    Distributions on Uncertificated REMIC I Regular Interests
                          and REMIC II Regular Interests..................................123

        Section 10.05.    Compliance with Withholding Requirements........................124

ARTICLE XI        CERTAIN MATTERS REGARDING MBIA..........................................124

                                        iii
<PAGE>


        Section 11.01.    Rights of MBIA to Exercise Rights of Insured
                          Certificateholders..............................................124

        Section 11.02.    Claims Upon the MBIA Policy; MBIA Policy Payments Account.......124

        Section 11.03.    Effect of Payments by MBIA; Subrogation.........................125

        Section 11.04.    Notices and Information to MBIA; MBIA as Third Party
                          Beneficiary; Ratings............................................126

        Section 11.05.    Trustee to Hold MBIA Policy.....................................126

        Section 11.06.    Payment of Insurance Premium....................................126

ARTICLE XII       MISCELLANEOUS PROVISIONS................................................127

        Section 12.01.    Amendment.......................................................127

        Section 12.02.    Recordation of Agreement; Counterparts..........................129

        Section 12.03.    Limitation on Rights of Certificateholders......................129

        Section 12.04.    Governing Law...................................................130

        Section 12.05.    Notices.........................................................130

        Section 12.06.    Required Notices to Rating Agency and Subservicer...............131

        Section 12.07.    Severability of Provisions......................................132

        Section 12.08.    Supplemental Provisions for Resecuritization....................132

        Section 12.09.    Allocation of Voting Rights.....................................132

        Section 12.10.    Non Petition....................................................133


                                        iv
<PAGE>
</TABLE>


                                TABLE OF CONTENTS
                                   (CONTINUED)


<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:    Form of Investor Representation Letter
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 Custodian Certification
Exhibit O     MBIA Policy
Exhibit P-1   Form of Form 10-K Certification
Exhibit P-2   Form of Back-Up Certification to Form 10-K Certificate


<PAGE>

       This is the Pooling  and  Servicing  Agreement,  dated as of October 30,
2002 (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 BANK
ONE, NATIONAL ASSOCIATION, 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  defined  herein).   As  provided  herein,  the  REMIC
Administrator  will make an  election  to treat the  entire  segregated  pool of
assets relating to the Mortgage Loans, as described in the definition of REMIC I
below,  as a real estate  mortgage  investment  conduit (a "REMIC")  for federal
income tax purposes,  and such  segregated  pool of assets will be designated as
"REMIC I." The Class R-I Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC  Provisions (as defined  herein)
under federal  income tax law. The following  table  irrevocably  sets forth the
designation,  the REMIC I Remittance Rate, the initial  Uncertificated  Balance,
and   solely  for   purposes   of   satisfying   Treasury   Regulation   Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I
Regular Interests. None of the REMIC I Regular Interests will be certificated.



                                      -1-
<PAGE>
<TABLE>
<CAPTION>

    REMIC I          REMIC I            Initial         Latest                  Related
   Regular           Remittance      Uncertificated      Possible               Class of
  Interests             Rate            Balance         Maturyity Date 1        Certificates


<S>         <C>         <C>         <C>                         <C> <C>                   <C>
    Class A-1           5.75%       $20,000,000.00     November 25, 2032          Class A-1
    Class A-2           5.75%      $152,499,999.00     November 25, 2032          Class A-2,
                                                                                  Class A-3,
                                                                                  Class A-17
    Class A-4           5.75%       $26,613,000.00     November 25, 2032    Class A-4, Class A-5,
                                                                             portion of Insurance
                                                                              Premium related to
                                                                                  Class A-4
    Class A-6           5.75%        $57,250,000.00    November 25, 2032          Class A-6
    Class A-7           5.75%           $620,000.00    November 25, 2032          Class A-7
    Class A-8           5.75%       $66,284,000.00     November 25, 2032          Class A-8,
                                                                                  Class A-9,
                                                                                 Class A-15,
                                                                             portion of Insurance
                                                                              Premium related to
                                                                                  Class A-9
    Class A-10          5.75%       $35,204,521.00     November 25, 2032          Class A-10
    Class A-11          5.75%       $15,000,000.00     November 25, 2032          Class A-11
    Class A-12          5.75%      $167,290,480.00     November 25, 2032          Class A-12
    Class A-13          5.75%       $10,000,000.00     November 25, 2032          Class A-13
    Class A-14          5.75%       $30,000,000.00     November 25, 2032          Class A-14
    Class A-16          5.75%       $2,130,000.00      November 25, 2032          Class A-16
    Class M-1           5.75%       $8,400,000.00      November 25, 2032          Class M-1
    Class M-2           5.75%       $3,600,000.00      November 25, 2032          Class M-2
    Class M-3           5.75%       $2,100,000.00      November 25, 2032          Class M-3
    Class B-1           5.75%       $1,200,000.00      Novmeber 25, 2032          Class B-1
    Class B-2           5.75%        $900,000.00       Novmeber 25, 2032          Class B-2
    Class B-3           5.75%       $1,214,465.00      November 25, 2032          Class B-3
    Class R-II          5.75%           50.00          November 25, 2032          Class R-II
 Regular  nterest
     Class IO       2                   $0.00          November 25, 2032          Class IO
     Class PO           0.00%        $189,932.00       November 25, 2032          Class PO

</TABLE>

--------

1    Solely  for  purposes  of   Section 1.860G-1(a)(4)(iii)   of  the  Treasury
     regulations,  the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest  maturity date has been designated as
     the "latest possible maturity date" for each REMIC I Regular Interest.

2    With respect to any  Distribution  Date,  the weighted  average of the Pool
     Strip Rates with respect to the  Non-Discount  Mortgage Loans,  weighted on
     the basis of their respective Stated Principal  Balances  immediately prior
     to such  Distribution  Date  applied  to a  Notional  Balance  equal to the
     aggregate  Stated  Principal  Balance of the  Non-Discount  Mortgage  Loans
     immediately prior to such Distribution Date.



                                        -2-

<PAGE>

     As  provided  herein,  the  REMIC  Administrator  will  elect to treat  the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal  income tax  purposes,  and such  segregated  pool of assets will be
designated  as REMIC II. The Class R-II  Certificates  will  represent  the sole
class of "residual  interests" in REMIC II for purposes of the REMIC  Provisions
under federal  income tax law. The following  table  irrevocably  sets forth the
designation,  remittance  rate (the  "REMIC II  Remittance  Rate")  and  Initial
Certificate  Principal  Balance for each of the "regular  interests" in REMIC II
(the  "REMIC  II  Regular  Interests").  The  "latest  possible  maturity  date"
(determined  solely for  purposes  of  satisfying  Treasury  regulation  Section
1.860G-1(a)(4)(iii))  for each  REMIC II  Regular  Interest  shall be the  first
Distribution  Date that follows the stated  maturity  date for the Mortgage Loan
included  in the Trust Fund as of the Closing  Date with the  longest  remaining
term to stated maturity.


                                        3
<PAGE>


<TABLE>
<CAPTION>

                                Aggregate
                                  Initial
                Pass-Through    Certificate                                                               Fitch/        Minimum
  Designation       Rate     Principal Balance  Features1                            Maturity Date       Moody's    Denominations2

<S>     <C>    <C>          <C>                                                        <C> <C>                         <C>
Class A-1      5.75%        $20,000,000.00   Senior/Super Senior/Fixed Rate   November 25, 2032      AAA/Aaa           $25,000.00
Class A-2      8.50%         $7,499,999.00         Senior/Fixed Rate          November 25, 2032      AAA/Aaa           $25,000.00
Class A-3      5.50%        $20,000,000.00         Senior/Fixed Rate          November 25, 2032      AAA/Aaa           $25,000.00
Class A-4      5.50%        $26,613,000.00  Senior/Retail/Fixed Rate/Insured  November 25, 2032      AAA/Aaa            $1,000.00
Class A-5      5.68%                 $0.00  Senior/Interest Only/Fixed Rate   November 25, 2032      AAA/Aaa        $1,000,000.00
Class A-6      5.75%        $57,250,000.00     Senior/Lockout/Fixed Rate      November 25, 2032      AAA/Aaa           $25,000.00
Class A-7      5.75%           $620,000.003      Senior/Senior Support/       November 25, 2032      AAA/Aaa           $25,000.004
                                                   Lockout/Fixed Rate
Class A-8      5.75%        $32,435,937.00         Senior/Fixed Rate          November 25, 2032      AAA/Aaa           $25,000.00
Class A-9      5.75%        $33,436,000.00  Senior/Retail/Fixed Rate/Insured  November 25, 2032      AAA/Aaa            $1,000.00
Class A-10     5.75%        $35,204,521.00         Senior/Fixed Rate          November 25, 2032      AAA/Aaa           $25,000.00
Class A-11     5.75%        $15,000,000.00         Senior/Fixed Rate          November 25, 2032      AAA/Aaa           $25,000.00
Class A-12     5.75%       $167,290,480.00         Senior/Fixed Rate          November 25, 2032      AAA/Aaa           $25,000.00
Class A-13     5.75%        $10,000,000.00         Senior/Fixed Rate          November 25, 2032      AAA/Aaa           $25,000.00
Class A-14     5.75%        $30,000,000.00   Senior/Super Senior/Fixed Rate   November 25, 2032      AAA/Aaa           $25,000.00
Class A-15     0.00%           $412,063.00       Senior/Principal Only        November 25, 2032      AAA/Aaa           $25,000.00
Class A-16     5.75%         $2,130,000.00       Senior/Senior Support/       November 25, 2032      AAA/Aaa           $25,000.00
                                                  Lockout/ Fixed Rate
Class A-17     5.625%      $125,000,000.00         Senior/Fixed Rate          November 25, 2032      AAA/Aaa           $25,000.00
Class PO       0.00%           $189,932.00       Senior/Principal Only        November 25, 2032      AAA/Aaa           $25,000.00
Class IO     Variable                $0.006  Senior/Interest Only/Variable    November 25, 2032      AAA/Aaa           $25,000.007
             Rate5                                        Rate
Class R-I      5.75%                $50.00     Senior/Residual/Fixed Rate     November 25, 2032      AAA/Aaa                 8
Class R-II     5.75%                $50.00     Senior/Residual/Fixed Rate     November 25, 2032      AAA/Aaa

--------


</TABLE>

_________________________
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,  Class  R-I and  Class  R-II
     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  A-4,  Class
     A-9, 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,  if  applicable,  an  integral
     multiple  of  $1,000.

3    The initial Notional Amount for the Class A-5  Certificates  shall be equal
     to $843,370.

4    The Class A-5  Certificates  shall be issuable in minimum  denominations of
     not less than $1,000,000  Notional  Amount.

5    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 0.51902%.

6    The initial Notional Amount for the Class IO Certificates shall be equal to
     $593,996,949.

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

8    The Class R-I and Class  R-II  Certificates  shall be  issuable  in minimum
     denominations  of  not  less  than  a 20%  Percentage  Interest;  provided,
     however, that one Class R-I and one Class R-II will be issuable to GMACM as
     "tax  matters  person"  pursuant  to  Section  10.01(c)  and (e) in minimum
     denominations  representing a Percentage Interest of not less than 0.01% of
     each of Class R-I and Class R-II.


                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                                Aggregate
                                  Initial
                Pass-Through    Certificate                                          Fitch/        Minimum
  Designation       Rate     Principal Balance  Features1       Maturity Date       Moody's    Denominations2



<S>     <C>    <C>       <C>                                                <C>                    <C>
Class M-1      5.75%     $8,400,000.00    Mezzanine/Fixed Rate     November 25,       AA/NA        $25,000.00
                                                                   2032
Class M-2      5.75%     $3,600,000.00    Mezzanine/Fixed Rate     November 25,        A/NA       $250,000.00
                                                                   2032
Class M-3      5.75%     $2,100,000.00    Mezzanine/Fixed Rate     November 25,       BBB/NA      $250,000.00
                                                                   2032
Class B-1      5.75%     $1,200,000.00   Subordinate/Fixed Rate    November 25,       BB/NA       $250,000.00
                                                                   2032
Class B-2      5.75%       $900,000.00   Subordinate/Fixed Rate    November 25,        B/NA       $250,000.00
                                                                   2032
Class B-3      5.75%     $1,214,464.79   Subordinate/Fixed Rate    November 25,       NA/NA       $250,000.00
</TABLE>
                                                                   2032





        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $600,496,497.21.

        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.

        Accrued  Certificate  Interest:  With respect to each Distribution Date,
(a) as to any Class of  Certificates  (other than any Class PO  Certificates  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  prepaid
               during the prior  calendar  month and, in the case of a Principal
               Prepayment in Full, during the related  Prepayment Period (to the
               extent not offset by the Servicer with a payment of  Compensating
               Interest),

(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,



                                      -5-
<PAGE>

(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,  2.04 or 4.07 and Mortgage  Loan  substitutions  made pursuant to
Section 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 GMACM,  the Appraised  Value shall be the value of the Mortgaged  Property as
stated by the Mortgagor.

                                      -6-
<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 Sections
4.07,  4.08 or 11.02,  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

                      (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


                                      -7-
<PAGE>

                      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
MBIA  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 MBIA.

        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 or the  Commonwealth
of Pennsylvania  (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.

        Buydown Account:  As defined in Section 3.21(a).

                                      -8-
<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.

        Buydown Period:  As defined in Section 3.21(b).

        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 IO,  Class PO, Class M, Class B or Class R
Certificate.

        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, minus

(ii) the sum of (x) the  aggregate of all amounts  previously  distributed  with
     respect to such Certificate (or any predecessor Certificate) and applied to
     reduce  the  Certificate  Principal  Balance  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 MBIA'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 MBIA Insurance  Payments,  unless such amounts have been reimbursed to MBIA
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.

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


                                      -9-
<PAGE>

        Certificateholder  or Holder:  The Person in whose name a Certificate is
registered  in  the  Certificate  Register,  and,  in  respect  of  the  Insured
Certificates,  MBIA 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.

     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 and Class
A-17 Certificates,  executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-1.

        Class A-1 Optimal  Percentage:  As to any Distribution Date on and after
the Credit Support  Depletion  Date, a percentage  expressed as a fraction,  the
numerator of which is the aggregate  Certificate  Principal Balance of the Class
A-1 Certificates immediately prior to that Distribution Date and the denominator
of  which  is  the  Certificate  Principal  Balance  of  each  class  of  Senior
Certificates  (other than the Class PO Certificates)  immediately  prior to that
Distribution Date.

        Class A-1 Optimal Principal  Distribution Amount: As to any Distribution
Date on and after the Credit  Support  Depletion  Date,  an amount  equal to the
product of (a) the  then-applicable  Class A-1 Optimal Percentage for that class
and (b) the sum of the amounts set forth in Section 4.02(a)(ii)(Y)(A), (B), (C),
(D) and (E).

        Class A-14 Optimal Percentage:  As to any Distribution Date on and after
the Credit Support  Depletion  Date, a percentage  expressed as a fraction,  the
numerator of which is the aggregate  Certificate  Principal Balance of the Class
A-14   Certificates   immediately  prior  to  that  Distribution  Date  and  the
denominator  of which is the  Certificate  Principal  Balance  of each  class of
Senior Certificates (other than the Class PO Certificates)  immediately prior to
that Distribution Date.

        Class A-14 Optimal Principal Distribution Amount: As to any Distribution
Date on and after the Credit  Support  Depletion  Date,  an amount  equal to the
product of (a) the then-applicable  Class A-14 Optimal Percentage for that class
and (b) the sum of the amounts set forth in Section 4.02(a)(ii)(Y)(A), (B), (C),
(D) and (E).

                                      -10-
<PAGE>

        Class B Certificate:  Any one of the Certificates  designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit C.

        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, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit B.

        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.

        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(b)(i).

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

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

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

        Closing Date:  October 30, 2002.

        Code:  The Internal Revenue Code of 1986, as amended.

        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 period from the 16th day  through the last day of the prior  calendar
month 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.

                                      -11-
<PAGE>

        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.

     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 1 Bank One Plaza,  Suite  IL1-0481,  Chicago,  Illinois
60670-0481,    Attention:   Corporate   Trust,   GMACM   Mortgage   Pass-Through
Certificates, Series 2002-J7.

        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 MBIA Insurance Payments  previously made by MBIA under the MBIA
Policy minus the aggregate of all payments  previously  made to MBIA pursuant to
Section  4.02(a)(xvi)  hereof or otherwise as  reimbursement  for MBIA 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.

                                      -12-
<PAGE>

        Cut-off Date:  October 1, 2002.

        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.

        Deceased Owner: A Certificate  Owner of a Class  A-4Certificate  who was
living at the time such  interest  was acquired  and whose  authorized  personal
representative,  surviving  tenant by the  entirety,  surviving  joint tenant or
surviving  tenant  in  common or other  person  empowered  to act on behalf of a
deceased  Certificate Owner causes to be furnished to the Depository evidence of
death  satisfactory to the Depository  Participant and any tax waivers requested
by the Depository Participant.

        Deficiency   Amount:   With   respect  to  each  class  of  the  Insured
Certificates  and any  Distribution  Date,  an amount  equal to (a) any interest
shortfall,  except  Prepayment  Interest  Shortfalls  to the  extent  covered by
amounts due from the  Servicer  or from funds on deposit in the Insured  Reserve
Fund and Relief Act Shortfalls,  allocated to the Insured Certificates,  (b) the
principal  portion  of  any  Realized  Loss  allocated  to the  related  Insured
Certificates  and (c) the Certificate  Principal  Balance of the related Insured
Certificates  to the extent unpaid on the  Scheduled  Final  Distribution  Date,
after taking into account all distributions to be made on such date.

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

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

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

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


                                      -13-
<PAGE>

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.

        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 with respect to any Discount  Mortgage Loans as to
which the  Mortgage  Rate is  modified  pursuant  to  3.07(a))  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:  5.75% per annum.

        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


                                      -14-
<PAGE>

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
MBIA  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
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,  (v) the Insurance  Premium to MBIA and (vi) payment to
the Trustee for any servicing  transfer  expenses  reimbursable  to the Trustees
pursuant to Section 7.02(a).

        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.

                                      -15-
<PAGE>

     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

                    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.

                                      -16-
<PAGE>

        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.

        Fitch:  Fitch Ratings 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 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
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
MBIA  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 MBIA.

                                      -17-
<PAGE>

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

        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.

        GMAC:  General Motors Acceptance Corporation, a Delaware corporation.

        GMACM: GMAC Mortgage  Corporation,  a Pennsylvania  corporation,  in its
capacity  as a seller of a portion of the  Mortgage  Loans to the Company and as
servicer  prior to the date hereof of the mortgage  loans  transferred by Witmer
Funding LLC to the Company pursuant to the Purchase Agreement, and any successor
thereto.

        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,  Witmer
Funding LLC 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,  Witmer  Funding LLC or the Trustee or in an  Affiliate
thereof,  and (iii) is not  connected  with the Company,  the  Servicer,  Witmer
Funding  LLC 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:  A Class A-4  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:  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:

                                      -18-
<PAGE>

                        Class M-1: 1.40% Class B-1: 0.20%
                        Class M-2: 0.60% Class B-2: 0.15%
                        Class M-3: 0.35% Class B-3: 0.20%

        Insurance Premium:  With respect to the MBIA Policy and any Distribution
Date,  an amount  equal to the  product of  one-twelfth  (1/12) of the  "premium
percentage"  set forth in the Commitment  Letter,  dated as of October 29, 2002,
between MBIA and UBS Warburg LLC and the aggregate Certificate Principal Balance
of the Insured Certificates immediately prior to such Distribution Date.

        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 MBIA  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.

        Insured Certificates:  The Class A-4 and Class A-9 Certificates.

     Insured Payment: (1) As of any Distribution Date, any Deficiency Amount and
(2) any Preference Amount.

     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 A-5 Certificate or a Class IO Certificate.  The Interest Only Certificates
will have no Certificate Principal Balance.

        Issuer Exemption:  As defined in Section 5.02(e)(ii).

     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.

                                      -19-
<PAGE>

        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.

     Living Owner: A Certificate  Owner of a Class A-4 Certificate  other than a
Deceased Owner.

        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.

        Lockout  Certificate  Share: With respect to any Distribution  Date, the
aggregate  Certificate  Principal  Balance of the Class A-6, Class A-7 and Class
A-16 Certificates, divided by the aggregate Certificate Principal Balance of all
classes of Certificates, other than the Class PO Certificates, the Interest Only
Certificates and the Class R Certificates.

     Lockout  Certificates:  Any one of the  Certificates  designated as a Class
A-6, Class A-7 or Class A-16 Certificate.

        Lockout  Prepayment  Percentage:  With respect to any Distribution  Date
occurring prior to the  Distribution  Date in November 2007, 0%. With respect to
any Distribution Date thereafter, the percentage indicated below:

Distribution Date                               Lockout Distribution Percentage
November 2007 through October 2008                               30%
November 2008 through October 2009                               40%
November 2009 through October 2010                               60%
November 2010 through October 2011                               80%
November 2011 and thereafter                                    100%

        Lockout Scheduled Percentage:  For any Distribution Date occurring prior
to the Distribution Date in November 2007, 0%, and beginning on the Distribution
Date in November 2007 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


                                      -20-
<PAGE>

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,  November 25,
2032.

        MBIA:  MBIA Insurance Corporation and its successors and assigns.

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

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

        MBIA Policy:  The Certificate  Guaranty Insurance Policy 39461 issued by
MBIA for the benefit of the Holders of the Insured  Certificates,  including any
endorsements thereto, attached as Exhibit O.

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

     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
by reason of any  bankruptcy,  other  than a  Deficient  Valuation,  or  similar
proceeding or any  moratorium  or similar  waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).

                                      -21-
<PAGE>

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

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

     Mortgage  File:  (I) with  respect  to each  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 GMACM, 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 GMACM.  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 blanket  assignment or assignments)  from GMACM to "Bank
          One, National  Association,  as Trustee under that certain Pooling and
          Servicing  Agreement  dated as of October 30, 2002, for GMACM Mortgage
          Pass-Through  Certificates,  Series  2002-J7"  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 GMACM  (or to  MERS,  if the  Mortgage  Loan is  registered  on the


                                      -22-
<PAGE>

          MERS(R) System,  and which notes the presence of a MIN), with evidence
          of recording  thereon,  or a copy of the  assignment  certified by the
          applicable   recording  office  in  which  such  assignment  has  been
          recorded;

     (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,  or (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
          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:

     (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 GMACM;

     (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 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


                                      -23-
<PAGE>

          interest  of the  originator  under  the  Security  Agreement  and the
          Assignment of Proprietary Lease;

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

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

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

     (x)  A duly completed UCC financing  statement showing GMACM as debtor, the
          Company  as  secured  party and the  Trustee  as  assignee  and a duly
          completed  UCC 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.

It is understood  that the Mortgage  File (other than the Mortgage  Note) may be
retained in microfilm,  microfiche, optical storage or magnetic media in lieu of
hard copy;  provided,  that with respect to any Mortgage Loan not  registered on
the MERS(R) System, the original  Assignments  required by (I)(v) above shall be
retained in the Mortgage File.

        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;

(b)     state code;

(c)     zip code;

(d)     the Loan-to-Value Ratio;

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

(f)     the first Due Date;

(g)     the type of Mortgaged Property;

                                      -24-
<PAGE>

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

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

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

(k)     the occupancy status;

(l)     the purpose of the Mortgage Loan;

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

(n)     the documentation type; and

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

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

        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  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.

                                      -25-
<PAGE>

        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 Officer's Certificate delivered
to the Company, the Trustee and MBIA 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: With respect to any date of determination and the Class
A-5 Certificates,  an amount equal to 3.1690140845% of the Certificate Principal
Balance  of the Class A-4  Certificates  immediately  prior to such  date.  With
respect to any date of determination  and the Class IO  Certificates,  an amount
equal to the aggregate  Stated Principal  Balance of the  Non-Discount  Mortgage
Loans immediately prior to such date.

        Officer's  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,  if  necessary,  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 either of
the  REMICs 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, 2.04
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


                                      -26-
<PAGE>

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 0.51902%  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  "Bank  One,   National
Association,  as trustee,  in trust for the  registered  holders of  Residential
Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates,  Series
2002-J7" 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
IO  Certificate  or 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
or initial Notional Amount thereof divided by the aggregate Initial  Certificate
Principal Balance or initial Notional Amount of all the Certificates of the same
Class.  With respect to a Class IO  Certificate  or a Class R  Certificate,  the
interest  in  distributions  to be made with  respect  to such  Class  evidenced
thereby,  expressed  as a  percentage,  as  stated  on the  face  of  each  such
Certificate.

        Permitted Investments:  One or more of the following:

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

               (ii) repurchase agreements on obligations specified in clause (i)
        maturing not more than one month from the date of  acquisition  thereof,
        provided that the unsecured  short-term  debt  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 short-term debt  obligations of such
        depository  institution  or trust company (or, if the only Rating Agency


                                      -27-
<PAGE>

        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 debt 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

               (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
        (without  giving  effect to the MBIA  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, 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 rating category  available shall mean AAA in the case of Fitch and Aaa
in the case of Moody's,  and references herein to the highest  short-term rating
category  available  shall  mean F-1 in the case of Fitch and P-1 in the case of
Moody's.

     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.

                                      -28-
<PAGE>

        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).

        Preference Amount:  As defined in the MBIA Policy.

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

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

               (i) For any Distribution  Date prior to the Distribution  Date in
        November 2007 (unless the Certificate  Principal  Balances of the Senior
        Certificates (other than the Class PO Certificates) have been reduced to
        zero), 0%.

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

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

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

               (iii)  Notwithstanding  the foregoing,  if the application of the
        foregoing  percentages on any  Distribution  Date as provided in Section
        4.02  (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


                                      -29-
<PAGE>

        "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.

        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  during  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 Period: As to any Distribution Date and Principal  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:  The policy, if any, of primary mortgage guaranty
insurance related to a Mortgage Loan.

        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.

                                      -30-
<PAGE>

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

        Purchase Agreement:  The Mortgage Loan Purchase  Agreement,  dated as of
the Closing Date, among GMACM, as a seller, Witmer Funding LLC, as a 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
either  Seller or GMACM for a Deleted  Mortgage  Loan which must, on the date of
such  substitution,  as confirmed in an Officer's  Certificate  delivered to the
Trustee, with a copy to the Custodian,

(i)            have an outstanding  principal  balance,  after  deduction of the
               principal  portion  of the  monthly  payment  due in the month of
               substitution  (or in the case of a substitution  of more than one
               Mortgage  Loan  for  a  Deleted   Mortgage   Loan,  an  aggregate
               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 such Seller
               or GMACM 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 made by GMACM and
               the related Seller 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


                                      -31-
<PAGE>

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,  the method by which the Depository will determine which Class
A-4 Certificates will be paid pursuant to Section 4.10(d), using its established
random  lot  procedures  or,  if  the  Class  A-4  Certificates  are  no  longer
represented by a Book-Entry Certificate, using the Trustee's procedures.

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


                                      -32-
<PAGE>

          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.

        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.

        Related Class of Certificates:  For each REMIC I Regular  Interest,  the
related class or classes of certificates set forth in the Preliminary  Statement
hereto,  and with  respect  to the  Class  A-4 and  Class  A-8  REMIC I  Regular
Interests,  the  portion  of the  Insurance  Premium  related  to the  Class A-4
Certificates and the Class A-9 Certificates, respectively.

     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.  As used herein,  the term "the REMIC" or "the REMICs"
shall mean one or more of the REMICs created under this Agreement.

        REMIC   Administrator:   The  Trustee;   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.

                                      -33-
<PAGE>

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

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

     (b)  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  (but not the  Insured  Reserve  Fund) and
          identified as belonging to the Trust Fund,

     (c)  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,

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

     (e)  all proceeds of clauses (a) through (d) above.

        REMIC I  Interest:  The  REMIC I  Regular  Interests  and the  Class R-I
Certificates.

        REMIC   I   Regular   Interest:   Any   of   the   twenty-one   separate
non-certificated  beneficial ownership interests in REMIC I issued hereunder and
designated  as a "regular  interest"  in REMIC I. Each REMIC I Regular  Interest
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time,  and shall be entitled to  distributions  of principal,  subject to the
terms  and  conditions  hereof,  in an  aggregate  amount  equal to its  initial
Uncertificated  Balance as set forth in the preliminary  statement  hereto.  The
designations for the respective  REMIC I Regular  Interests are set forth in the
Preliminary Statement hereto.

     REMIC II: The  segregated  pool of assets  consisting of all of the REMIC I
Regular  Interests,  with  respect to which a separate  REMIC  election is to be
made.

        REMIC  II  Certificate:   Any  Certificate,   other  than  a  Class  R-I
Certificate.

     REMIC II Regular Certificate: Any REMIC II Certificate,  other than a Class
R-II Certificate.

        REMIC  II  Regular  Interest:   Any  of  the  twenty-five   certificated
beneficial  ownership  interests  in REMIC II  issued  hereunder,  and,  hereby,
designated  as a "regular  interest" in REMIC II, as follows:  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 PO, Class IO, Class M-1,  Class M-2,  Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates.

        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,


                                      -34-
<PAGE>

notices and  announcements  promulgated  thereunder,  as the foregoing may be in
effect from time to time.

     Remittance  Report:  A report that  includes the  information  set forth in
Exhibit M hereto.

        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.

        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  Office  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 the Class A-4 Certificates,  the related
account created and maintained pursuant to Section 4.09.

        Rounding  Amount:  With respect to the 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 upward to the next higher integral multiple of $1,000.

                                      -35-
<PAGE>

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

        Scheduled Final Distribution Date:  November 25, 2032.

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

     Sellers: GMACM and Witmer Funding LLC.

     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;

               (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 if 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 more 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, exceeds 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 more than 30%, 35%, 40%, 45% or 50%,  respectively,  of the sum
        of  the  Initial  Certificate  Principal  Balances  of  the  Subordinate
        Certificates, or

                                      -36-
<PAGE>

               (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,  exceeds 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 more 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) to zero, the related Senior  Accelerated  Distribution  Percentage
shall thereafter be 0%.

        Senior Certificate:  Any one of the Class A, Class IO, Class PO 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.

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

     Senior   Support   Certificate:   Any  of  the  Class  A-7  or  Class  A-16
Certificates.

     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


                                      -37-
<PAGE>

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
$3,002,483  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
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  22.60%  (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


                                      -38-
<PAGE>

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
MBIA  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 MBIA.

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

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

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

                                      -39-
<PAGE>

     Subordinate Percentage:  As of any Distribution Date, 100% minus the 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 to
the extent not payable to the Senior Certificates; 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  with a Lower  Priority  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.

     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


                                      -40-
<PAGE>

on behalf of either of the REMICs 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 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,

     (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,

     (v)  with respect to the Insured Certificates only, the MBIA Policy and the
          Insured Reserve Fund, and

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

        A REMIC  election with respect to the Trust Fund (except for the Insured
Reserve Fund) is made pursuant to this Agreement.

        Uncertificated  Balance:  The  amount of any  REMIC I  Regular  Interest
outstanding  as of any  date  of  determination.  As of the  Closing  Date,  the
Uncertificated  Balance of each REMIC I Regular  Interest shall equal the amount
set forth in the  Preliminary  Statement  hereto as its  Initial  Uncertificated
Balance.  On each Distribution Date, the Uncertificated  Balance of each REMIC I
Regular  Interest  shall be reduced,  first,  by the portion of Realized  Losses
allocated  in  reduction  of the  principal  balances of the Related  Classes of
Certificates on such  Distribution  Date and,  second,  by all  distributions of
principal deemed made on such REMIC I Regular Interest,  as applicable,  on such
Distribution Date pursuant to Section 10.04. The Uncertificated  Balance of each
REMIC I Regular Interest shall never be less than zero.

                                      -41-
<PAGE>

        Uncertificated  Interest:  With respect to any REMIC I Regular  Interest
for any  Distribution  Date, one month's interest at the REMIC I Remittance Rate
applicable to such REMIC I Regular Interest for such Distribution  Date, accrued
on the Uncertificated Balance (or Notional Balance) thereof immediately prior to
such  Distribution  Date.  Uncertificated  Interest  in  respect  of any REMIC I
Regular  Interest  shall  accrue on the basis of a 360-day  year  consisting  of
twelve 30-day months.  Uncertificated Interest with respect to each Distribution
Date,  as to any REMIC I Regular  Interest,  shall be  reduced  by any  interest
shortfalls allocated to the Related Classes of Certificates on such Distribution
Date. In addition,  Uncertificated  Interest  with respect to each  Distribution
Date, as to any REMIC I Regular Interest shall be reduced by interest portion of
Realized Losses  (including  Excess Special Hazard Losses,  Excess Fraud Losses,
Excess  Bankruptcy  Losses and  Extraordinary  Losses)  allocated to the Related
Classes of Certificates on such Distribution Date.

        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.

        Witmer  Funding LLC:  Witmer Funding LLC, a Delaware  limited  liability
company,  in its capacity as a seller of a portion of the Mortgage  Loans to the
Company, and any successor thereto.

                                      -42-
<PAGE>

Section 1.02.  Use of Words and Phrases.

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

ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.  Conveyance of Mortgage Loans.
               ----------------------------

(a) The Company,  concurrently  with the  execution  and delivery  hereof,  does
hereby assign to the Trustee 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 MBIA
Policy  to  the   Trustee  for  the  benefit  of  the  Holders  of  the  Insured
Certificates.

(b) In connection with such assignment,  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 original Mortgage
Note, with respect to each Mortgage Loan so assigned,  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 GMACM, 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 GMACM.  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]."

In lieu of  delivering  the Mortgage  Note  relating to any Mortgage  Loan,  the
Depositor  may deliver or cause to be delivered a lost note  affidavit  from the
related  Seller  or GMACM  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
Depositor, in lieu of delivering the above documents, may deliver or cause to be
delivered 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.

(c) All  other  documents  contained  in the  Mortgage  File  and  any  original
documents  relating to the Mortgage  Loans not contained in the Mortgage File or
delivered to the Custodian,  if any, or the Trustee are and shall be held by the


                                      -43-
<PAGE>

Servicer in trust as agent for the Trustee on behalf of the Certificateholders.

        In the event that in connection with any Mortgage Loan: (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)  evidence  of title  insurance  (together  with all riders
thereto,  if any) satisfying the  requirements of clause (I)(ii),  (iv), (vi) or
(vii) of the definition of Mortgage File, respectively,  have not been delivered
to the Servicer concurrently with the execution and delivery hereof because such
document  or  documents  have  not been  returned  from  the  applicable  public
recording  office,   or,  in  the  case  of  each  such  interim  assignment  or
modification  agreement,  because the related  Mortgage has not been returned by
the appropriate recording office, in the case of clause (I)(ii), (iv) or (vi) of
the definition of Mortgage File, or because the evidence of title  insurance has
not been  delivered  to the related  Seller by the title  insurer in the case of
clause  (I)(vii) of the  definition of Mortgage File, the Servicer shall use its
reasonable best efforts to obtain,  (A) in the case of clause  (I)(ii),  (iv) or
(vi) of the definition of Mortgage File,  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, or (B) in
the case of clause  (I)(vii) of the  definition  of Mortgage  File,  evidence of
title insurance.

(d) If any of the  documents  held by the Servicer  pursuant to clause (c) above
are  missing or  defective  in any other  respect and such  missing  document or
defect materially and adversely affects the interests of the  Certificateholders
in the related  Mortgage  Loan, the Servicer shall request that GMACM either (i)
cure such defect in all material  respects,  (ii)  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 (iii)  purchase such Mortgage Loan from the Trust Fund at the Purchase
Price  within 90 days after the date on which GMACM 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.  If GMACM  fails to  comply  with such  request  by the
Servicer,  the Servicer  shall  notify the Trustee of such  missing  document or
material  defect and the  Trustee  shall  cause GMACM to comply with clause (i),
(ii) or (iii) of the preceding  sentence.  It is understood  and agreed that the
obligation of GMACM 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 material
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 (i)  release or cause to be  released to GMACM the
related Mortgage Note, (ii) cause the Servicer to release to GMACM any remaining
documents in the related Mortgage File which are held by the Servicer, and (iii)
execute and deliver such  instruments  of transfer or  assignment,  in each case
without recourse, as GMACM shall require as necessary to vest in GMACM 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 Note.

                                      -44-
<PAGE>

(e) The Servicer shall keep in its  possession (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 held by the Servicer.

        Except  as may  otherwise  expressly  be  provided  herein,  none of the
Sellers,  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  Servicer  shall  cause  to be  filed  the  UCC  assignment  and UCC
financing  statement referred to in clause (II)(vii) and (x),  respectively,  of
the  definition  of Mortgage  File.  If any UCC  assignment  or amendment or UCC
financing statement, as applicable,  is lost or returned unfiled to the Servicer
because of any defect  therein,  the Servicer  shall  prepare a  substitute  UCC
assignment or amendment or UCC financing statement, as applicable,  or cure such
defect,  and cause such UCC assignment or amendment or UCC financing  statement,
as applicable, to be filed in accordance with this paragraph. In connection with
its servicing of Cooperative  Loans,  the Servicer will use its reasonable  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,  as soon as  practicable  after the Closing  Date,  the
MERS(R)  System to indicate that such  Mortgage  Loans have been assigned 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,  and there is filed any  financing  statement  or
amendment thereof necessary to comply with the New York Uniform  Commercial Code
or the Uniform Commercial Code of any applicable jurisdiction.

     (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 grant of a security interest in 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 the related  Seller,
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 be
and  hereby is a  security  agreement  within  the  meaning  of Article 9 of the
Uniform  Commercial  Code of any  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, title and interest,  whether now owned or hereafter  acquired,  in and to


                                      -45-
<PAGE>

the  following:  (A) the  Mortgage  Loans,  including  (i) with  respect to each
Cooperative Loan, the related Mortgage Note, Security  Agreement,  Assignment of
Proprietary  Lease,  Cooperative Stock  Certificate and Cooperative  Lease, (ii)
with respect to each Mortgage Loan other than a  Cooperative  Loan,  the related
Mortgage  Note and  Mortgage,  and (iii) any  insurance  policies  and all other
documents in the related  Mortgage File, (B) all amounts payable pursuant to the
Mortgage  Loans in accordance  with the terms  thereof,  (C) all proceeds of the
conversion,  voluntary or involuntary,  of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or  invested  in the  Payment  Account  or the  Custodial  Account,
whether in the form of cash, instruments,  securities or other property, (D) all
accounts,  general intangibles,  chattel paper, instruments,  documents,  money,
deposit accounts,  goods, letters of credit,  letter-of-credit rights, oil, gas,
and other  minerals,  and  investment  property  consisting  of, arising from or
relating to any of the foregoing, and (E) all proceeds of the foregoing, and (2)
an assignment by the Company to the Trustee of any security  interest in any and
all of each Seller's right (including the power to convey title thereto),  title
and interest,  whether now owned or hereafter  acquired,  in and to the property
described in the foregoing clauses (1)(A), (B), (C), (D) and (E) granted by such
Seller to the Company pursuant to the Purchase Agreement;  (c) the possession by
the  Trustee,  the  Custodian  or any other  agent of the  Trustee of any of the
foregoing  property  shall be deemed to be possession by the secured  party,  or
possession  by a purchaser  or a person  holding for the benefit of such secured
party,  for  purposes  of  perfecting  the  security  interest  pursuant  to the
Pennsylvania  Uniform  Commercial  Code and the Uniform  Commercial  Code of any
other applicable jurisdiction (including, without limitation, Sections 9-313 and
9-314 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,
the Trustee (as applicable) for the purpose of perfecting such security interest
under applicable law.

        The  Company  and,  at the  Company's  direction,  GMACM 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 the Mortgage Loans, as evidenced by
an  Officer's  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 either  Seller,  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 type or  jurisdiction  of
organization  of  either  Seller  or the  Company  and (3) any  transfer  of any
interest of either Seller 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 the  Mortgage
Loans.

                                      -46-
<PAGE>

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  custodian
certification described below), the Mortgage Notes and the Trustee declares that
it holds or will hold the assets  included in the definition of "Trust Fund," in
trust  for  the   exclusive   use  and   benefit  of  all   present  and  future
Certificateholders.

        The Trustee agrees, for the benefit of the  Certificateholders and MBIA,
to cause the  Custodian to review each Mortgage Note and to execute and deliver,
or cause to be executed and delivered,  to GMACM, the Trustee,  the Servicer and
MBIA a  custodian  certification  substantially  in the form  annexed  hereto as
Exhibit N on or prior to the Closing Date. Pursuant to the Custodial  Agreement,
in conducting  such review,  the Custodian is required to ascertain  whether the
Mortgage  Notes have been executed and received,  and whether the Mortgage Notes
relate,  determined  on the  basis of the  Mortgagor  name,  original  principal
balance and loan number,  to the Mortgage  Loans.  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.

        If, in the process of reviewing  the Mortgage  Notes and  preparing  the
certifications  referred to above,  the Custodian  finds any Mortgage Note to be
missing or  contains  any defect  which  materially  and  adversely  affects the
interests of the  Certificateholders in the related Mortgage Loan, the Custodian
is required pursuant to the Custodial  Agreement,  to notify the Trustee,  MBIA,
the Company and the Sellers,  and the Trustee  shall request that GMACM cure any
such defect in all material respects within 90 days from the date on which GMACM
was  notified  of such  defect,  and if GMACM  does not cure such  defect in all
material respects during such period, the Trustee shall request on behalf of the
Certificateholders  that GMACM 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 GMACM 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 GMACM 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 Mortgage  Note  exists  shall
constitute the sole remedy respecting such material 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
(i) release or cause to be released to GMACM the  related  Mortgage  Note,  (ii)
cause the  Servicer to release to GMACM any  remaining  documents in the related
Mortgage File which are held by the Servicer, and (iii) execute and deliver such
instruments of transfer or assignment,  in each case without recourse,  as GMACM
shall  require as  necessary to vest in GMACM  ownership  of any  Mortgage  Loan


                                      -47-
<PAGE>

released  pursuant  hereto  and at such time the  Trustee  shall have no further
responsibility with respect to the related Mortgage Note.

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

        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, 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  and  to  public   policy  as  it  relates  to
          indemnification and contribution under applicable securities laws;

     (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;

     (vii)No  information,  certificate  of an officer,  statement  furnished in
          writing or report  delivered  to the  Company,  any  Affiliate  of the


                                      -48-
<PAGE>

          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 shall survive delivery of the respective Mortgage Notes to the
Custodian, if any, or the Trustee.

Section 2.04.  Representations and Warranties of the Sellers and GMACM.

        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 Sellers and GMACM in respect of the
Mortgage  Loans 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 by Witmer Funding LLC or GMACM
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 GMACM or Witmer Funding LLC, as applicable, of such breach
and  request  that  such  Person  either  (i) cure such  breach in all  material
respects within 90 days from the date such Person 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, GMACM or Witmer Funding LLC, as applicable,  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 GMACM or Witmer  Funding LLC
elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted
Mortgage Loan pursuant to this Section 2.04, the Trustee shall cause such Person
to deliver to the Custodian with respect to such Qualified  Substitute  Mortgage
Loan or Loans, the original  Mortgage Note endorsed as required by Section 2.01,
and the Trustee  shall cause such Person to deliver to the Servicer with respect
to such Qualified  Substitute Mortgage Loan, 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 to be held by the Servicer  pursuant to
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 such Person on the next succeeding  Distribution Date. For the month
of  substitution,  distributions  to the  Certificateholders  will  include  the


                                      -49-
<PAGE>

Monthly  Payment due on a Deleted  Mortgage  Loan for such month and  thereafter
GMACM or Witmer  Funding  LLC,  as  applicable,  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, and GMACM and
the  related  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  from GMACM or Witmer  Funding  LLC 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
Officer's  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 either of the REMICs
to fail to qualify as such at any time that any Certificate is outstanding.

        It is understood and agreed that the obligation of each Seller and GMACM
to cure such breach or purchase (or to substitute  for) such Mortgage Loan as to
which a  breach  of its  representations  and  warranties  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 related  Seller,  the Trustee  shall assign to such Person 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  Notes 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  applicable  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


                                      -50-
<PAGE>

to or upon the order of the Company the Certificates in authorized denominations
which evidence ownership of the entire Trust Fund.

Section 2.06.  Purposes and Powers of the Trust Fund.

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

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

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

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

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

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

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01.  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


                                      -51-
<PAGE>

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
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
either REMIC formed under this Agreement to fail to qualify as a REMIC under the
Code.  Upon  request,  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.

                                      -52-
<PAGE>

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

        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.

                                      -53-
<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 reasonable
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


                                      -54-
<PAGE>

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
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  2002-J7."  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);

                                      -55-
<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,
2.04 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  commercially  reasonable  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.


                                      -56-
<PAGE>

The  Subservicer  will be  required  thereby  to deposit  into the  Subservicing
Account  on a daily  basis  all  proceeds  of  Mortgage  Loans  received  by the
Subservicer,  less its Subservicing Fees and unreimbursed advances and expenses,
to the extent  permitted  by the  Subservicing  Agreement.  If the  Subservicing
Account  is not an  Eligible  Account,  the  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  2002-J7."  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


                                      -57-
<PAGE>

agents and examiners thereof access to the documentation  regarding the Mortgage
Loans required by applicable  regulations  of the Office of Thrift  Supervision,
such access being afforded  without charge but only upon reasonable  request and
during normal  business  hours at the offices  designated  by the 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  or  received  from
     Mortgagors as interest in respect of Curtailments;

(vi) to pay the related  Seller or GMACM,  with respect to each Mortgage Loan or
     property  acquired in respect  thereof that has been purchased or otherwise


                                      -58-
<PAGE>

     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;

(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
Mortgage  Loan secured by a Mortgaged  Property is reduced to 80% or less of the


                                      -59-
<PAGE>

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) the  greater of (A) 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;  or (ii) 100
percent of the insurable value of the improvements. 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.  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 improvements  which are a part of such property,


                                      -60-
<PAGE>

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.

                                      -61-
<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
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


                                      -62-
<PAGE>

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 if it has also determined that any portion of the
applicable 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 such
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
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.


                                      -63-
<PAGE>

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
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.

                                      -64-
<PAGE>

(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  applicable  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  applicable  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.

(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:


                                      -65-
<PAGE>

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
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 Notes.

(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 Note) by
delivery of a Request for Release  substantially  in the form attached hereto as
Exhibit F  requesting  delivery  to it of the  Mortgage  Note.  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  Note)
requesting  that possession of the Mortgage Note 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  Note) or the  Custodian  shall deliver the Mortgage
Note to the Servicer. The Servicer shall cause each Mortgage Note 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


                                      -66-
<PAGE>

been  deposited  in the  Custodial  Account or (ii) the  Mortgage  Note 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 Note 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
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.

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) and (v) 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


                                      -67-
<PAGE>

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 3.01, 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.

(a)  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 31, 2003, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notification with respect to the Trust Fund, if applicable,
with the Commission  via EDGAR.  Prior to March 30, 2003 and prior to March 30th
of  each  succeeding  year  until  the  earlier  of  (i) a  Form  15  Suspension
Notification  has been  filed  with  respect  to the Trust Fund or (ii) the year
following the  termination  of the Trust Fund pursuant to the terms hereof,  the
Trustee shall file a Form 10-K, in substance  conforming to industry  standards,
with respect to the Trust Fund with the Commission via EDGAR. 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


                                      -68-
<PAGE>

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.

(b) Any Form 10-K filed with the  Commission  in  connection  with this  Section
shall  include a  certification,  signed by the senior  officer in charge of the
servicing functions of the Servicer,  in the form attached as Exhibit P-1 hereto
or such other form as may be required or permitted by the Commission  (the "Form
10-K  Certification"),  in  compliance  with Rule  13a-14 and  15d-14  under the
Exchange Act and any additional directives of the Commission. In connection with
the Form 10-K  Certification,  the Trustee shall provide the Servicer with (x) a
back-up certification  substantially in the form attached hereto as Exhibit P-2;
and (y) (I) a list of Certificateholders as shown on the Certificate Register as
of the end of each  calendar  year,  (II) copies of all  pleadings,  other legal
process and any other  documents  relating to any claims,  charges or complaints
involving  the Trustee,  as trustee,  or the Trust Fund that are received by the
Trustee,  (III)  notice  of all  matters  that,  to the  actual  knowledge  of a
Responsible  Officer  of the  Trustee,  have  been  submitted  to a vote  of the
Certificateholders,  other than those matters that have been submitted to a vote
of the  Certificateholders at the request of the Depositor or the Servicer,  and
(IV)  notice of any  failure  of the  Trustee  to make any  distribution  to the
Certificateholders as required pursuant to this Agreement.  Neither the Servicer
nor the Trustee shall have any liability  with respect to the Trustee's  failure
to properly prepare or file such periodic reports  resulting from or relating to
the Trustee's  inability or failure to obtain any information not resulting from
the Trustee's own negligence or willful misconduct.

Section 3.18.  Annual Statement as to Compliance.

        The Servicer shall deliver to the Depositor,  the Trustee, MBIA and each
Rating Agency on or before 90 days after the end of the Servicer's  fiscal year,
commencing  with  its  fiscal  year  ending  December  31,  2002,  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  with its 2002 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 Depositor or any affiliate  thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee,  MBIA and the  Depositor  to the  effect  that such  firm has  examined


                                      -69-
<PAGE>

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 to the Trustee.

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

        The  Servicer  shall  afford the  Depositor  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.

                                      -70-
<PAGE>

                                   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,  or hold  uninvested,  the funds in the  Payment  Account in
Permitted  Investments  designated in the name of the Trustee for the benefit of
the  Certificateholders,  which  shall  mature or be payable on demand not later
than the Business Day next  preceding the  Distribution  Date next following the
date of such investment  (except that (i) any investment in the institution with
which the 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 or from  uninvested  balances in the Payment Account 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 MBIA the Insurance Premium,  second 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,  third  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  fourth 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


                                      -71-
<PAGE>

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 (net of the amounts payable above):

     (i)  to the Senior  Certificates (other than the Class PO Certificates on a
          pro rata basis based on Accrued  Certificate  Interest payable on such
          Certificates   with  respect  to  such  Distribution   Date,   Accrued
          Certificate   Interest  on  such  Classes  of  Certificates  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 MBIA Policy  pursuant to
          Section 11.02, in each case in respect of interest on such Class; and

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

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

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

     (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

                                      -72-
<PAGE>

     (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, 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;

                                      -73-
<PAGE>

     (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;

     (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;

                                      -74-
<PAGE>

     (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;

     (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 MBIA, as subrogee of the Insured  Certificateholders,  to reimburse
          MBIA for  claims  paid  under  the MBIA  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


                                      -75-
<PAGE>

          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-I 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 shall 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 shall be made as
follows:

(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


                                      -76-
<PAGE>

          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; and

(ii) the Senior Principal Distribution Amount shall be distributed sequentially,
     to the Class R-I Certificates and Class R-II  Certificates,  in that order,
     in each case  until the  Certificate  Principal  Balance  thereof  has been
     reduced to zero;

(iii)the balance of the Senior  Principal  Distribution  Amount  remaining after
     the  distributions,  if any,  described  in  clause  (ii)  above  shall  be
     distributed to the Lockout Certificates,  on a pro rata basis in accordance
     with their respective  Certificate  Principal Balances, in reduction of the
     Certificate Principal Balance thereof, in an amount equal to the sum of (A)
     the Lockout  Scheduled  Percentage of the Lockout  Certificate Share of the
     aggregate of the collections  described in clauses (ii)(Y)(A),  (B) and (E)
     (to the extent clause (E) relates to clause (A) or (B)) of Section  4.02(a)
     without  application of the Senior  Percentage  and the Senior  Accelerated
     Distribution  Percentage and (B) the Lockout  Prepayment  Percentage of the
     Lockout Certificate Share of the aggregate of the collections  described in
     clauses (ii)(Y)(C) and (E) (to the extent clause (E) relates to clause (C))
     of Section  4.02(a)  without  application of the Senior  Percentage and the
     Senior Accelerated Distribution Percentage; provided that, if the aggregate
     of the amounts set forth in clauses  (ii)(Y)(A),  (B),  (C) and (E) (to the
     extent  clause (E)  relates to clause (A),  (B) or (C)) of Section  4.02(a)
     without  application of the Senior  Percentage  and the Senior  Accelerated
     Distribution  Percentage  is more than the portion of the Senior  Principal
     Distribution  Amount available for distribution  under this clause (iii) of
     this Section 4.02(b), the amount paid to the Lockout Certificates  pursuant
     to this  clause  (iii)  shall be reduced by an amount  equal to the Lockout
     Certificate Share, of such difference;

                                      -77-
<PAGE>

(iv) an  amount  equal  to the  balance  Senior  Principal  Distribution  Amount
     remaining  after the  distributions,  if any,  described in clause (iii) of
     this  Section  4.02(b)  will  be  distributed  in the  following  order  of
     priority:

     (A)  first,  for each  Distribution  Date on or after November 2005, to the
          Class  A-4  Certificates,   in  an  amount  up  to  $26,613  for  such
          Distribution Date, until the Certificate Principal Balance thereof has
          been reduced to zero;

     (B)  second,  to the Class A-1,  Class A-2,  Class A-3,  Class A-11,  Class
          A-12,   Class  A-13,   Class  A-14,   and  Class  A-17   Certificates,
          concurrently, until the Certificate Principal Balance of the Class A-3
          Certificates  has been  reduced  to  zero,  in the  following  ratios:
          4.9035453901%,     2.0869400289%,     6.2548349807%,    4.3423760741%,
          38.9052151769%,   3.1272456656%,   6.9768253119%  and  33.4030173718%,
          respectively;

     (C)  third,  to the Class A-1,  Class A-2,  Class A-10,  Class A-11,  Class
          A-12,   Class  A-13,   Class  A-14,   and  Class  A-17   Certificates,
          concurrently,  until the  Certificate  Principal  Balance of the Class
          A-13  Certificates has been reduced to zero, in the following  ratios:
          4.9035453901%,     1.5183189229%,     6.8234560867%,    4.3423760741%,
          38.9052151769%,   3.1272456656%,   6.9768253119%  and  33.4030173718%,
          respectively;

     (D)  fourth,  to the Class A-1,  Class A-2, Class A-10,  Class A-11,  Class
          A-12, Class A-14, and Class A-17 Certificates, concurrently, until the
          Certificate  Principal Balance of the Class A-11 Certificates has been
          reduced   to   zero,   in   the   following   ratios:   4.9035453901%,
          1.5183189229%,    9.9507017523%,    4.3423760741%,     38.9052151769%,
          6.9768253119% and 33.4030173718%, respectively;

     (E)  fifth,  to the Class A-1,  Class A-2,  Class A-10,  Class A-12,  Class
          A-14, and Class A-17 Certificates, concurrently, until the Certificate
          Principal  Balances of the Class A-2 and Class A-17  Certificates have
          been  reduced  to  zero,  in  the  following  ratios:   4.9035453901%,
          1.5183189229%,   14.2930778265%,   38.9052151769%,  6.9768253119%  and
          33.4030173718%, respectively;

     (F)  sixth,  to the Class  A-1,  Class  A-10,  Class  A-12,  and Class A-14
          Certificates, concurrently, until the Certificate Principal Balance of
          the Class A-1  Certificates has been reduced to zero, in the following
          ratios:    4.9035453901%,    49.2144141211%,    38.9052151769%,    and
          6.9768253119%, respectively;

     (G)  seventh,  to the Class A-10,  Class A-12 and Class A-14  Certificates,
          concurrently,  until the Certificate  Principal  Balances thereof have
          been  reduced  to  zero,  in  the  following  ratios:  54.1179595112%,
          38.9052151769%, and 6.9768253119%, respectively;

                                      -78-
<PAGE>

     (H)  eighth, to the Class A-8, Class A-9 and Class A-15  Certificates,  pro
          rata,  according to their Certificate  Principal  Balances,  until the
          Certificate Principal Balances thereof have been reduced to zero;

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

     (J)  tenth, to the Lockout  Certificates,  pro rata,  until the Certificate
          Principal  Balances of the Lockout  Certificates  have been reduced to
          zero.

Any amounts paid under the MBIA Policy  pursuant to Section  11.02 in respect of
principal shall be distributed to the holders of Insured Certificates only.

(c) On or after the Credit Support  Depletion Date but prior to the reduction of
the Certificate  Principal  Balance of the Senior Support  Certificates to zero,
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) shall 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  shall be  distributed  to the  Class  PO  Certificates,  (ii) the  Senior
Principal  Distribution  Amount shall 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)  shall be  distributed  as set  forth
therein;  provided that (i) the aggregate amount  distributable to the Class A-1
and Class A-7  Certificates  in respect  of the  aggregate  Accrued  Certificate
Interest  thereon  and in respect  of their  aggregate  pro rata  portion of the
Senior   Principal   Distribution   Amount  shall  be  distributed   among  such
Certificates in the following priority: first, to the Class A-1 Certificates, up
to an amount equal to the Accrued Certificate  Interest thereon;  second, to the
Class A-1 Certificates, up to an amount equal to the Class A-1 Optimal Principal
Distribution Amount thereon,  in reduction of the Certificate  Principal Balance
thereof;  third,  to the Class A-7  Certificates,  up to an amount  equal to the
Accrued Certificate Interest thereon; and fourth, to the Class A-7 Certificates,
the remainder of such  distributable  amounts,  until the Certificate  Principal
Balance  thereof  has been  reduced  to zero,  and  (ii)  the  aggregate  amount
distributable  to the Class A-14 and Class A-16  Certificates  in respect of the
aggregate Accrued Certificate Interest thereon and in respect of their aggregate
pro rata portion of the Senior Principal Distribution Amount will be distributed
among those  Certificates  in the following  priority:  first, to the Class A-14
Certificates, up to an amount equal to the Accrued Certificate Interest thereon;
second, to the Class A-14 Certificates,  up to an amount equal to the Class A-14
Optimal Principal  Distribution  Amount thereon, in reduction of the Certificate
Principal  Balance  thereof;  third,  to the Class A-16  Certificates,  up to an
amount equal to the Accrued  Certificate  Interest  thereon;  and fourth, to the
Class A-16 Certificates,  the remainder of such distributable amounts, until the
Certificate Principal Balance thereof has been reduced to zero.

(d) On or after the  occurrence of the Credit  Support  Depletion  Date and upon
reduction  of  the   Certificate   Principal   Balance  of  the  Senior  Support
Certificates to zero, all priorities  relating to  distributions as described in
clause (a) above in respect of principal among the Senior  Certificates shall be
disregarded  and an  amount  equal to the  Discount  Fraction  of the  principal


                                      -79-
<PAGE>

portion of scheduled payments and unscheduled  collections  received or advanced
in respect of  Discount  Mortgage  Loans  shall be  distributed  to the Class PO
Certificates,  and the Senior Principal Distribution Amount shall be distributed
to  the  remaining  Senior  Certificates  pro  rata  in  accordance  with  their
respective  outstanding  Certificate Principal Balances and the amount set forth
in Section 4.02(a)(i) shall be distributed as set forth therein.

(e) 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) shall be entitled to no further distributions of principal thereon
and the Available Distribution Amount shall be distributed solely to the holders
of the  Class  PO,  Class  IO and  Subordinate  Certificates,  in  each  case as
described herein.

(f) In addition to the  foregoing  distributions,  with  respect to any Mortgage
Loan that was previously the subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that within two years of the date
on which  such  Realized  Loss was  determined  to have  occurred  the  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  MBIA,  as  subrogee  for  such
Certificateholders, to the extent MBIA made an MBIA 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;  provided
that no such distribution to any Class of Certificates of subsequent  recoveries
related to a Mortgage Loan shall exceed, either individually or in the aggregate
and together with any other amounts distributed 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.

                                      -80-
<PAGE>

(g) 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 Class A-4  Certificates  as set forth in Section 4.10.
None of the  Trustee,  the  Certificate  Registrar,  the Company or the Servicer
shall have any  responsibility  for the allocation of such  distributions  among
Depository Participants, brokerage firms and Certificate Owners.

(h) Except as otherwise  provided in Section 9.01,  if the Servicer  anticipates
that a final  distribution  with respect to any Class of  Certificates  shall 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 receipt of such
notices or 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 shall 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
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).

(i)  Notwithstanding the priorities relating to distributions of principal among
the  Class  A-4  Certificates   described  above,  on  any  Distribution   Date,
distributions  in respect of  principal on the Class A-4  Certificates  shall be
allocated  among  the  Certificate  Owners of the  Class  A-4  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, as applicable,  (including, for
purposes of this paragraph,  the portion of any MBIA Insurance Payment allocable
to principal)  the aggregate  amount  allocable to such  distributions  shall be
rounded upward by the Rounding  Amount.  Such rounding shall be  accomplished on
the  first  Distribution  Date  on  which  distributions  in  reduction  of  the
Certificate Principal Balance of the Class A-4 Certificates,  as applicable, are
made by withdrawing from the Rounding Account the applicable Rounding Amount for
deposit into the Payment Account, and such Rounding Amount shall be added to the
amount that is allocable  for  distributions  in  reduction  of the  Certificate
Principal  Balance  of the  Class  A-4  Certificates,  as  applicable.  On  each
succeeding  Distribution  Date  on  which  distributions  in  reduction  of  the
Certificate Principal Balance of the Class A-4 Certificates are made, first, the
aggregate  amount  available for  distribution  in reduction of the  Certificate
Principal Balance of the Class A-4 Certificates, as applicable, shall be applied
to repay the applicable  Rounding Amount  withdrawn from the Rounding Account on
the prior Distribution Date and then, the remainder of such allocable amount, if
any,  shall be similarly  rounded  upward through  another  withdrawal  from the


                                      -81-
<PAGE>

Rounding Account and such determined  applicable  Rounding Amount shall be added
to  the  amount  that  is  allocable  for  distributions  in  reduction  of  the
Certificate Principal Balance of the Class A-4 Certificates, as applicable.

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,  MBIA and other parties to this  Agreement via the Trustee's
internet  website 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   internet   website   shall   initially  be  located  at
"www.abs.bankone.com."  Assistance  in using  the  website  can be  obtained  by
calling the Trustee's customer service desk at (800) 524-9472.  Parties that are
unable to use the website  are  entitled to have a paper copy mailed to them via
first class mail by calling the 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,  provided  that such  procedures  are no less
convenient  for the  Certificateholders  or MBIA,  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.
The Company and the Servicer  shall  cooperate with the Trustee as is reasonably
necessary to respond to any such request.

                                      -82-
<PAGE>

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 the  Remittance  Report to the
Trustee and MBIA in a mutually  agreed upon form of an  electromagnetic  tape or
disk and hard copy, or other automated  transmission.  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, preparing any requested drawings on the
MBIA Policy and preparing the statement  described in Section 4.03, as set forth
in written  specifications  or guidelines  issued by the Servicer 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
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  Officer's  Certificate  of  the  Servicer
delivered to the Company and the Trustee.

                                      -83-
<PAGE>

        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.

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 Officer's
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 shall be allocated among all the Senior  Certificates (other than
the Class PO  Certificates)  on a pro rata basis, as described  below;  provided
however,  that  such  Realized  Losses  otherwise  allocable  to the  Class  A-1
Certificates  will  be  allocated  to  the  Class  A-7  Certificates  until  the
Certificate  Principal  Balance of the Class A-7 Certificates is reduced to zero
and provided further, that such Realized Losses otherwise allocable to the Class
A-14  Certificates  will be allocated to the Class A-16  Certificates  until the
Certificate Principal Balance of the Class A-16 Certificates is reduced to zero.
The principal  portion of any Excess Special Hazard  Losses,  Excess  Bankruptcy
Losses,  Excess Fraud Losses and  Extraordinary  Losses on the Discount Mortgage


                                      -84-
<PAGE>

Loans shall 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;  provided however, that after the Credit Support
Depletion Date, such losses  otherwise  allocable to the Class A-1  Certificates
will be allocated to the Class A-7 Certificates until the Certificate  Principal
Balance of the Class A-7  Certificates is reduced to zero and provided  further,
that after the Credit Support Depletion Date, such losses otherwise allocable to
the Class A-14  Certificates  will be allocated  to the Class A-16  Certificates
until the  Certificate  Principal  Balance  of the Class  A-16  Certificates  is
reduced to zero.

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

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.  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


                                      -85-
<PAGE>

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  shall  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 shall establish and maintain
with itself one or more  segregated  trust accounts that are Eligible  Accounts,
which shall be titled "Insured Reserve Fund, Bank One, National Association,  as
trustee for the registered holders of Residential Asset Mortgage Products, Inc.,
GMACM Mortgage Pass-Through Certificates, Series 2002-J7, Insured Certificates."
On the Closing Date, UBS Warburg LLC (the "Underwriter")  shall deposit with the
Trustee, and the Trustee shall deposit into the Insured Reserve Fund, cash in an
amount equal to $45,123.

        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 any Distribution Date the
amount of  Prepayment  Interest  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 MBIA 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 Insured 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 either 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 or the Trust
Fund is terminated, whichever occurs earlier, 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  either  REMIC  and (2) it  shall  be  owned  by the
Underwriter,  all within the  meaning of  Section  1.860G-2(h)  of the  Treasury
Regulations.

                                      -86-
<PAGE>

Section 4.09.  Rounding Account.

        No later than the Closing Date, the Trustee shall establish and maintain
with itself a segregated trust account that is an Eligible Account,  which shall
be titled "Rounding Account, Bank One, National Association,  as trustee for the
registered holders of Residential Asset Mortgage Products,  Inc., GMACM Mortgage
Pass-Through Certificates,  Series 2002-J7, Class A-4." On the Closing Date, the
Underwriter  shall deposit with the Trustee,  and the Trustee shall deposit into
the 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  Rounding  Account  to pay to the  holders  of the  Class  A-4  Certificates
pursuant to Section  4.02(h) the 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 Rounding  Account the Rounding  Amount from the prior  Distribution
Date as contemplated in Section 4.02(h).

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

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

        Distributions in reduction of the Certificate  Principal  Balance of the
Class  A-4  Certificates  will be made in  integral  multiples  of $1,000 at the
request  of the  appropriate  representatives  of  Deceased  Owners of Class A-4
Certificates and at the request of Living Owners of Class A-4 Certificates or by
mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or
on a pro rata basis pursuant to clause (e) below.

(a) On each  Distribution  Date  on  which  distributions  in  reduction  of the
Certificate  Principal  Balance  of the Class A-4  Certificates  are made,  such
distributions will be made in the following priority:

(i)  any request by the  personal  representatives  of a Deceased  Owner or by a
     surviving  tenant by the  entirety,  by a  surviving  joint  tenant or by a
     surviving  tenant in  common,  but not  exceeding  an  aggregate  amount of
     $100,000 per request; and

(ii) any request by a Living  Owner,  but not  exceeding an aggregate  amount of
     $10,000 per request.

        Thereafter,  distributions  will be made,  with respect to the Class A-4
Certificates,  as provided in clauses (i) and (ii) above up to a second $100,000
and $10,000, respectively. This sequence of priorities will be repeated for each
request for principal  distributions made by the Certificate Owners of the Class
A-4 Certificates until all such requests have been honored.

        Requests for  distributions  in reduction of the  Certificate  Principal
Balance of the Class A-4 Certificates  presented on behalf of Deceased Owners in


                                      -87-
<PAGE>

accordance  with the provisions of clause (i) above will be accepted in order of
their receipt by the Depository.  Requests for distributions in reduction of the
Certificate  Principal  Balance  of the  Class  A-4  Certificates  presented  in
accordance  with the  provisions  of clause  (ii) above will be  accepted in the
order of their  receipt  by the  Depository  after  all  requests  presented  in
accordance with clause (i) have been honored.  All requests for distributions in
reduction of the  Certificate  Principal  Balance of the Class A-4  Certificates
will be accepted in accordance with the provisions set forth in Section 4.10(c).
All requests for distributions in reduction of the Certificate Principal Balance
of the Class A-4  Certificates  with  respect to any  Distribution  Date must be
received by the Depository and on the Depository's "participant terminal system"
and  received  by the Trustee no later than the close of business on the related
Record Date. Requests for distributions that are on the Depository's participant
terminal  system and received by the Trustee  after the related  Record Date and
requests,  in either case,  for  distributions  not accepted with respect to any
Distribution Date, will be treated as requests for distributions in reduction of
the  Certificate  Principal  Balance  of  Class  A-4  Certificates  on the  next
succeeding  Distribution Date, and each succeeding Distribution Date thereafter,
until such request is accepted or is  withdrawn as provided in Section  4.10(c).
Such  requests  as are not so  withdrawn  shall  retain  their order of priority
without  the  need  for  any  further  action  on the  part  of the  appropriate
Certificate  Owner of the related Class A-4 Certificate,  all in accordance with
the  procedures  of the  Depository  and the  Trustee.  Upon the transfer of the
beneficial  ownership of any Class A-4  Certificate,  any  distribution  request
previously  submitted  with respect to such  Certificate  will be deemed to have
been withdrawn only upon the receipt by the Trustee on or before the Record Date
for such  Distribution Date of notification of such withdrawal in the manner set
forth in Section 4.10(c) on the Depository's participant terminal system.

        Distributions in reduction of the Certificate  Principal  Balance of the
Class  A-4  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 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 on any Distribution  Date shall be made in an integral  multiple of
$1,000.

        To the extent  that the  portion of the  Senior  Principal  Distribution
Amount  allocable to  distributions  in reduction of the  Certificate  Principal
Balance of the Class A-4  Certificates  on any  Distribution  Date  exceeds  the
aggregate  Certificate  Principal Balance of Class A-4 Certificates with respect
to which distribution requests, as set forth above, have been received (plus any
amounts  required  to  be  distributed   pursuant  to  the  Rounding   Account),
distributions in reduction of the Certificate Principal Balance of the Class A-4
Certificates will be made by mandatory distribution pursuant to Section 4.10(d).

(b) An Class A-4 Certificate  shall be deemed to be held by a Deceased Owner for
purposes of this Section 4.10 if the death of the  Certificate  Owner thereof is
deemed to have occurred. Class A-4 Certificates beneficially owned by tenants by
the  entirety,  joint  tenants  or tenants in common  will be  considered  to be
beneficially  owned by a single  owner.  The death of a tenant by the  entirety,
joint  tenant  or  tenant  in  common  will be  deemed  to be the  death  of the
Certificate  Owner, and the Class A-4 Certificates so beneficially owned will be


                                      -88-
<PAGE>

eligible  for  priority  with  respect  to  distributions  in  reduction  of the
Certificate Principal Balance thereof,  subject to the limitations stated above.
Class A-4  Certificates  beneficially  owned by a trust will be considered to be
beneficially  owned  by each  beneficiary  of the  trust to the  extent  of such
beneficiary's  beneficial  interest  therein,  but in no  event  will a  trust's
beneficiaries  collectively  be deemed to be  Certificate  Owners of a number of
Individual Insured Certificates of which such trust is the owner. The death of a
beneficiary of a trust will be deemed to be the death of a Certificate  Owner of
the Class A-4 Certificates,  as applicable,  owned by the trust to the extent of
such beneficiary's beneficial interest in such trust. The death of an individual
who was a tenant by the entirety,  joint tenant or tenant in common in a tenancy
which  is the  beneficiary  of a trust  will be  deemed  to be the  death of the
beneficiary  of such  trust.  The  death  of a  person  who,  during  his or her
lifetime,  was  entitled  to  substantially  all  of  the  beneficial  ownership
interests in Individual  Insured  Certificates will be deemed to be the death of
the  Certificate  Owner  of  such  Class  A-4  Certificates  regardless  of  the
registration of ownership, if such beneficial interest can be established to the
satisfaction of the Depository  Participant.  Such  beneficial  interest will be
deemed to exist in typical cases of street name or nominee ownership,  ownership
by a trustee,  ownership  under the  Uniform  Gifts to Minors Act and  community
property  or other  joint  ownership  arrangements  between a husband  and wife.
Certificate  interests  shall  include the power to sell,  transfer or otherwise
dispose  of a Class  A-4  Certificate  and the  right to  receive  the  proceeds
therefrom, as well as interest and distributions in reduction of the Certificate
Principal  Balance of the Class A-4  Certificates,  as applicable,  payable with
respect  thereto.  The  Trustee  shall  not  be  under  any  duty  to  determine
independently the occurrence of the death of any deceased Certificate Owner. The
Trustee may rely entirely upon documentation delivered to it pursuant to Section
4.10(c) in establishing the eligibility of any Certificate  Owner to receive the
priority accorded Deceased Owners in Section 4.10(a).

(c) Requests for distributions in reduction of the Certificate Principal Balance
of Class A-4 Certificates  must be made by delivering a written request therefor
to the Depository  Participant or Indirect Depository Participant that maintains
the  account   evidencing  such  Certificate   Owner's  interest  in  Class  A-4
Certificates.  In  the  case  of  a  request  on  behalf  of a  Deceased  Owner,
appropriate  evidence of death and any tax waivers are  required to be forwarded
to the Depository  Participant under separate cover. The Depository  Participant
shall forward a certification, satisfactory to the Trustee, certifying the death
of the  Beneficial  Owner  and the  receipt  of the  appropriate  death  and tax
waivers.  The  Depository  Participant  should in turn make the  request  of the
Depository (or, in the case of an Indirect Depository Participant, such Indirect
Depository  Participant must notify the related  Depository  Participant of such
request, which Depository Participant should make the request of the Depository)
on the Depository's  participant  terminal system.  The Depository may establish
such procedures as it deems fair and equitable to establish the order of receipt
of requests for such  distributions  received by it on the same day. None of the
Company,  Servicer or the  Trustee  shall be liable for any delay in delivery of
requests for distributions or withdrawals of such requests by the Depository,  a
Depository Participant or any Indirect Depository Participant or brokerage firm.

        The Depository  shall maintain a list of those  Depository  Participants
representing the appropriate  Certificate  Owners of Class A-4 Certificates that
have  submitted  requests for  distributions  in  reduction  of the  Certificate
Principal Balance of Class A-4 Certificates,  together with the order of receipt
and the  amounts  of such  requests  on the  Depository's  participant  terminal
system.  The Depository  will honor requests for  distributions  in the order of
their receipt  (subject to the priorities  described in Section  4.10(a) above).
The Trustee shall notify the Depository as to which  requests  should be honored
on  each   Distribution  Date  at  least  three  Business  Days  prior  to  such


                                      -89-
<PAGE>

Distribution  Date based on the  report  received  by the  Trustee  pursuant  to
Section  4.04 and shall  notify  the  Depository  as to the amount of the Senior
Principal Distribution Amount to be distributed to the Class A-4 Certificates by
Random  Lot  pursuant  to  Section  4.10(d).  Requests  shall be  honored by the
Depository in accordance with the procedures,  and subject to the priorities and
limitations, described in this Section 4.10. The exact procedures to be followed
by the Trustee and the Depository for purposes of  determining  such  priorities
and limitations  will be those  established  from time to time by the Trustee or
the  Depository,  as the case  may be.  The  decisions  of the  Trustee  and the
Depository  concerning  such  matters  will be final and binding on all affected
persons.

        Individual   Insured   Certificates   that  have  been  accepted  for  a
distribution shall be due and payable on the applicable  Distribution Date. Such
Certificates  shall  cease to bear  interest  after  the  last day of the  month
preceding the month in which such Distribution Date occurs.

        Any Certificate  Owner of an Class A-4 Certificate  that has requested a
distribution  may withdraw its request by so notifying in writing the Depository
Participant or Indirect  Depository  Participant that maintains such Certificate
Owner's  account.  In the event that such account is  maintained  by an Indirect
Depository  Participant,  such Indirect  Depository  Participant must notify the
related Depository Participant which in turn must forward the withdrawal of such
request on the Depository's participant terminal system. If such withdrawal of a
request for distribution  has not been received on the Depository's  participant
terminal system on or before the Record Date for the next Distribution Date, the
previously made request for distribution will be irrevocable with respect to the
making of distributions in reduction of the Certificate Principal Balance of the
Class A-4 Certificates on such Distribution Date.

        In  the  event  any  requests  for  distributions  in  reduction  of the
Certificate  Principal Balance of the Class A-4 Certificates are rejected by the
Trustee for failure to comply with the  requirements  of this Section 4.10,  the
Trustee shall return such request to the appropriate Depository Participant with
a copy  to  the  Depository  with  an  explanation  as to the  reason  for  such
rejection.

(d) To the extent,  if any, that  distributions  in reduction of the Certificate
Principal  Balance of the Class A-4  Certificates on a Distribution  Date exceed
the outstanding  Certificate  Principal  Balance of Class A-4 Certificates  with
respect to which distribution  requests have been received by the related Record
Date, as provided in Section  4.10(a)  above,  the additional  distributions  in
reduction of the  Certificate  Principal  Balance of the Class A-4  Certificates
will be made by mandatory  distributions  in reduction  thereof.  Such mandatory
distributions on Individual  Insured  Certificates will be made by Random Lot in
accordance  with the  then-applicable  Random Lot procedures of the  Depository;
provided  however,   that,  if  after  the  distribution  in  reduction  of  the
Certificate  Principal  Balance  of the  Class  A-4  Certificates  on  the  next
succeeding  Distribution  Date on which mandatory  distributions are to be made,
the Certificate  Principal  Balance of the Class A-4  Certificates  would not be
reduced to zero, the Individual Insured Certificates to which such distributions
will be  applied  shall be  selected  by the  Depository  from  those  Class A-4
Certificates  not  otherwise   receiving   distributions  in  reduction  of  the
Certificate  Principal  Balance on such  Distribution  Date.  The Trustee  shall
notify the Depository of the aggregate  amount of the mandatory  distribution in
reduction of the Certificate  Principal Balance of the Class A-4 Certificates to
be made on the next  Distribution  Date. The Depository shall then allocate such


                                      -90-
<PAGE>

aggregate amount among its Depository  Participants on a Random Lot basis.  Each
Depository  Participant and, in turn, each Indirect Depository  Participant will
then  select,  in  accordance  with its own  procedures,  Individual  Class  A-4
Certificates  from  among  those  held  in its  accounts  to  receive  mandatory
distributions in reduction of the Certificate Principal Balance of the Class A-4
Certificates,  such that the total amount so selected is equal to the  aggregate
amount of such mandatory  distributions allocated to such Depository Participant
by the  Depository  and to such Indirect  Depository  Participant by its related
Depository Participant, as the case may be. Depository Participants and Indirect
Depository  Participants that hold Class A-4 Certificates selected for mandatory
distributions  in reduction of the  Certificate  Principal  Balance  thereof are
required  to provide  notice of such  mandatory  distributions  to the  affected
Certificate  Owners.  The Servicer agrees to notify the Trustee of the amount of
distributions in reduction of the Certificate Principal Balance of the Class A-4
Certificates to be made on each  Distribution  Date in a timely manner such that
the   Trustee  may   fulfill   its   obligations   pursuant  to  the  letter  of
representations  dated the Closing Date among the  Company,  the Trustee and the
Depository.

(e) Notwithstanding  any provisions herein to the contrary,  on any Distribution
Date following the first  Distribution Date on which (i) any Realized Losses are
allocated to the Class A-4  Certificates  and (ii) an MBIA Default is occurring,
distributions in reduction of the Certificate Principal Balance of the Class A-4
Certificates will be made pro rata among the Certificate Owners of the Class A-4
Certificates  and will not be made in integral  multiples of $1,000 nor pursuant
to requests  for  distribution  as  permitted  by this Section 4.10 or mandatory
distributions by Random Lot.

(f) In the  event  that  Definitive  Certificates  representing  the  Class  A-4
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 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, 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.

        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


                                      -91-
<PAGE>

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
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.


                                      -92-
<PAGE>

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  shall 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


                                      -93-
<PAGE>

Exhibit H hereto,  and the Trustee  shall  require the  transferor  to execute a
representation  letter,  substantially  in the form of  Exhibit I  hereto,  each
acceptable  to and in form and  substance  satisfactory  to the  Company and the
Trustee  certifying  to the Company and the Trustee the facts  surrounding  such
transfer,  which representation  letters shall not be an expense of the Trustee,
the Company or the Servicer; provided, however, that such representation letters
shall 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  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 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 or paragraph  three of Exhibit J
(with respect to any Class B  Certificate)  or paragraph  sixteen of Exhibit G-1
(with  respect  to any Class R  Certificate),  which the  Trustee  may rely upon
without further inquiry or  investigation,  or such other  certifications as the
Trustee  may  deem  desirable  or  necessary  in order to  establish  that  such
Transferee or the Person in whose name such registration is requested either (a)
is not an  employee  benefit  plan  or  other  plan  subject  to the  prohibited
transaction  provisions  of ERISA or  Section  4975 of the Code,  or any  Person
(including an  investment  manager,  a named  fiduciary or a trustee of any such
plan) who is using  "plan  assets" of any such plan to effect  such  acquisition
(each,  a "Plan  Investor") or (b) in the case of any Class B  Certificate,  the
following conditions are satisfied: (i) such Transferee is an insurance company,
(ii) the source of funds used to purchase and 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


                                      -94-
<PAGE>

satisfied  (each entity that satisfies  these  subsections  (i) through (iii) of
this clause (b), a "Complying Insurance Company").

     (ii) Any  Transferee  of  a  Senior  Certificate  (other  than  a  Class  R
          Certificate)  or a  Class  M  Certificate  shall  be  deemed  to  have
          represented  by virtue of its purchase or holding of such  Certificate
          (or interest  therein)  that either (a) such  Transferee is not a Plan
          Investor,  (b) it has  acquired  and is holding  such  Certificate  in
          reliance on Prohibited  Transaction  Exemption  ("PTE") 94-29, 59 Fed.
          Reg.  14674 (March 29,  1994),  as amended by PTE 97-34,  62 Fed. Reg.
          39021 (July 21, 1997),  PTE 2000-58,  65 Fed. Reg. 67765 (November 13,
          2000) and PTE  2002-41,  67 Fed.  Reg.  54487  (August 22,  2002) (the
          "Issuer  Exemption"),  and  that (i) it  understands  that  there  are
          certain  conditions  to  the  availability  of  the  Issuer  Exemption
          including  that  such  Certificate  must  be  rated,  at the  time  of
          purchase,  not lower that  "BBB-" (or its  equivalent)  by  Standard &
          Poor's,  Fitch or Moody's and (ii) it is an  "accredited  investor" as
          defined in Rule  501(a)(1) of  Regulation D of the  Securities  Act of
          1933,  as amended,  or (c) such  Transferee  is a Complying  Insurance
          Company.

     (iii)(A) If any Senior  Certificate  (other than a Class R Certificate)  or
          any Class M Certificate (or any interest  therein) is acquired or held
          by any  Person  that does not  satisfy  the  conditions  described  in
          paragraph (ii) above,  then the last preceding  Transferee that either
          (i)  is  not a  Plan  Investor,  (ii)  acquired  such  Certificate  in
          compliance  with  the  Issuer  Exemption,  or  (iii)  is  a  Complying
          Insurance  Company shall be restored,  to the extent permitted by law,
          to all rights and obligations as Certificate Owner thereof retroactive
          to the date of such Transfer of such 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 Senior  Certificate (other than a Class R Certificate) or any
               Class  M  Certificate  (or  interest  therein)  was  effected  in
               violation  of the  restrictions  in this  Section  5.02(e)  shall
               indemnify  and  hold  harmless  the  Company,  the  Trustee,  the
               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:

          (A)  Each Person  holding or  acquiring  any  Ownership  Interest in a
               Class R  Certificate  shall be a Permitted  Transferee  and shall


                                      -95-
<PAGE>

               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 shall 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 shall 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


                                      -96-
<PAGE>

     the Class R  Certificates  to Non-United  States  Persons and  Disqualified
     Organizations   (as  defined  in  Section   860E(e)(5)  of  the  Code)  are
     prohibited.

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

     (B)  If any  purported  Transferee  shall  become  a  Holder  of a  Class R
          Certificate in violation of the  restrictions  in this Section 5.02(f)
          and to the extent that the  retroactive  restoration  of the rights of
          the Holder of such Class R Certificate as described in clause (iii)(A)
          above shall be invalid,  illegal or  unenforceable,  then the 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, shall 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 or 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


                                      -97-
<PAGE>

          described  in  Treasury   Regulations   Sections   1.860D-1(b)(5)  and
          1.860E-2(a)(5),  and  (B)  as a  result  of any  regulated  investment
          company, real estate investment trust, common trust fund, partnership,
          trust,  estate or  organization  described in Section 1381 of the Code
          that holds an Ownership  Interest in a Class R  Certificate  having as
          among its record  holders at any time any Person who is a Disqualified
          Organization.  Reasonable  compensation for providing such information
          may be required by the 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  MBIA   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  Officer's  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 applicable  REMIC to
               cease to qualify as a REMIC and will not cause (x) any portion of
               the applicable  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.

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,


                                      -98-
<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, MBIA, the Certificate Registrar and any
agent  of the  Company,  the  Servicer,  the  Trustee,  MBIA 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, MBIA the Certificate Registrar nor any agent
of the Company,  the Servicer,  the Trustee,  MBIA 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  shall 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  distributed  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


                                      -99-
<PAGE>

Interest  thereon for the related  Interest  Accrual  Period and any  previously
unpaid Accrued Certificate Interest.

(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 shall 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 an Insured
Payment.

(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


                                     -100-
<PAGE>

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 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 shall
be deemed to have been  purchased  and the  Holder as of such date shall 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  shall each keep in full effect its  existence,
rights  and  franchises  as a  corporation  under  the laws of the  state of its
incorporation,  and shall  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 MBIA
Policy),  Class M or Class B Certificates  in effect  immediately  prior to such


                                     -101-
<PAGE>

merger or consolidation will not be qualified,  reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from each Rating Agency).

(c)  Notwithstanding  anything else in this Section 6.02 and Section 6.04 to the
contrary,  the  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 MBIA 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
liability;  provided,  however,  that the  Company  or the  Servicer  may in its


                                     -102-
<PAGE>

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


                                     -103-
<PAGE>

     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

(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


                                     -104-
<PAGE>

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,
and the delivery to the Trustee of the Mortgage  Files,  and the  recordation of
Assignments  of  Mortgages  to the  Trustee  if MERS is not the  mortgagee  of a
Mortgage  Loan  or  otherwise  in  accordance  with  Section  7.02(b).  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.

        Notwithstanding  any  termination  of the  activities  of  GMACM  in its
capacity as Servicer hereunder,  GMACM 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  GMACM's rights and obligations as Servicer hereunder and
received after such notice, that portion to which GMACM 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  GMACM  hereunder  the
entitlement to which arose prior to the termination of its activities hereunder.

Section 7.02.  Trustee 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 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  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


                                     -105-
<PAGE>

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  Sellers,  the  Trustee  and  such  successor  shall  take  such  action,
consistent  with this  Agreement,  as shall be necessary to effectuate  any such
succession.

        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.

                                     -106-
<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
pursuant to Sections 4.03, 7.03 and 10.01. The Trustee shall furnish in a timely


                                     -107-
<PAGE>

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  applicable  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


                                     -108-
<PAGE>

     (including,  without  limitation,  the making of any  Advance) or otherwise
     incur any personal  financial  liability in the  performance  of any of its
     duties as Trustee  hereunder,  or in the  exercise  of any of its rights or
     powers,  if the Trustee shall have  reasonable  grounds for believing  that
     repayment of funds or adequate  indemnity against such risk or liability is
     not reasonably assured to it.

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

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

(a)     Except as otherwise provided in Section 8.01:

(i)  The Trustee may rely and shall be  protected in acting or  refraining  from
     acting upon any resolution, Officer's Certificate, certificate of Servicing
     Officer,  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 the written advice of such 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 advice or 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;

                                     -109-
<PAGE>

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


                                     -110-
<PAGE>

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.

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. The Trustee may transact business with the Company,  the Servicer,  and
their Affiliates, 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 and  reimburse  its  expenses
hereunder  pursuant  to a separate  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,  or the resignation or removal of the Trustee,
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.

                                     -111-
<PAGE>

Section 8.06.  Eligibility Requirements for Trustee.
               ------------------------------------

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

                                     -112-
<PAGE>

(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.

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.

                                     -113-
<PAGE>

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

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting  any legal  requirements  of any  jurisdiction  in which any part of the
Trust  Fund or  property  securing  the  same may at the  time be  located,  the
Servicer and the Trustee  acting  jointly shall have the power and shall execute
and  deliver all  instruments  to appoint  one or more  Persons  approved by the
Trustee to act as  co-trustee  or  co-trustees,  jointly  with the  Trustee,  or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or  Persons,  in such  capacity,  such title to the Trust
Fund, or any part thereof,  and, subject to the other provisions of this Section
8.10, such powers,  duties,  obligations,  rights and trusts as the 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.

                                     -114-
<PAGE>

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 Sellers to hold all or a portion
of the  Mortgage  Notes 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 Sellers 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  MBIA  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
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  shall  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially  designates its offices located at 55 Water Street,  First
Floor,  New York,  New York 10041 for the  purposes of keeping  the  Certificate
Register.  The Trustee shall 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  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


                                     -115-
<PAGE>

     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
     (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 either 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  and the  Custodian  a Request  for  Release  substantially  in the form
attached hereto as Exhibit F 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,

                                     -116-
<PAGE>

(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  shall  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.

(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
Servicer's  election  to  repurchase,  or (ii)  if the  Servicer  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 an
Insured Payment, 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.

                                     -117-
<PAGE>

(e)  Notwithstanding  anything  herein to the contrary and the  reduction of its
Certificate  Principal Balance or Notional Amount, as applicable,  to zero, each
Class of  Certificates  shall be deemed to  remain  outstanding  until the Final
Distribution Date and the  Certificateholder(s) of each Class of Certificates on
the day the Certificate Principal Balance or Notional Amount, as applicable,  of
such Class is reduced to zero shall be deemed to be the  Certificateholder(s) of
such Class until the Final Distribution Date.

Section 9.02.  Additional Termination Requirements.

(a) Each REMIC that  comprises  the Trust Fund shall be terminated in accordance
with the following additional requirements, unless (subject to Section 10.01(f))
the Trustee and the 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 either  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 either
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 such REMIC and
     specify the first day of such  period in a statement  attached to the Trust
     Fund's final Tax Return pursuant to Treasury  regulations Section 1.860F-1.
     The  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  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 such 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 as
two REMICs under the Code and, if  necessary,  under  applicable  state law. The
assets of each REMIC are set forth in this  Agreement.  Such  election  shall 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


                                     -118-
<PAGE>

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 each REMIC shall 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 each 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) GMACM  shall  hold a Class R  Certificate  representing  a 0.02%  Percentage
Interest in each Class of the Class R  Certificates  and shall be  designated as
"the tax matters person" with respect to each REMIC in the manner provided under
Treasury  regulations  section  1.860F-4(d)  and  Treasury  regulations  section
301.6231(a)(7)-1.  The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each REMIC in relation to any tax matter or  controversy  involving
the Trust  Fund and (ii)  represent  the  Trust  Fund in any  administrative  or
judicial  proceeding  relating to an  examination  or audit by any  governmental
taxing authority with respect  thereto.  The legal expenses,  including  without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability  resulting  therefrom  shall be expenses of the Trust Fund and the
REMIC Administrator  shall be entitled to reimbursement  therefor out of amounts
attributable  to the  Mortgage  Loans on  deposit  in the  Custodial  Account as
provided by Section  3.10 unless such legal  expenses  and costs are incurred by
reason  of the REMIC  Administrator's  willful  misfeasance,  bad faith or gross
negligence.

(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns  that it  determines  are required  with  respect to each REMIC  created
hereunder and deliver such Tax Returns in a timely manner to the Trustee and the
Trustee shall sign and file such Tax Returns in a timely manner. The expenses of
preparing  such returns  shall be borne by the REMIC  Administrator  without any
right of reimbursement therefor. The REMIC Administrator agrees to indemnify and
hold harmless the Trustee with respect to any tax or liability  arising from the
Trustee's  signing of Tax Returns that contain errors or omissions.  The Trustee
and  Servicer  shall  promptly  provide  the  REMIC   Administrator   with  such
information  as the REMIC  Administrator  may from time to time  request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.

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

(f) The Servicer and the REMIC  Administrator  shall take such actions and shall
cause each REMIC created hereunder to take such actions as are reasonably within
the 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


                                     -119-
<PAGE>

maintain the status of each 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 either REMIC as a REMIC or (ii) result in
the imposition of a tax upon either 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 each 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 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 either REMIC
created hereunder or any related assets thereof, or causing either REMIC to take
any action,  which is not expressly permitted under the terms of this Agreement,
the Trustee  shall  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 either  REMIC,  and
the  Trustee  shall not take any such action or cause  either  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  shall to the extent  within its control and
the  scope  of  its  duties  more   specifically  set  forth  herein,   maintain
substantially  all of the assets of each REMIC  created  hereunder as "qualified
mortgages"  as  defined  in  Section  860G(a)(3)  of  the  Code  and  "permitted
investments" as defined in Section 860G(a)(5) of the Code.

(g) In the event that any tax is imposed on "prohibited  transactions" of either
REMIC  created  hereunder as defined in Section  860F(a)(2) of the Code, on "net
income from foreclosure  property" of either REMIC as defined in Section 860G(c)


                                     -120-
<PAGE>

of the Code, on any contributions to either 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 each REMIC  created  hereunder on a
calendar  year and on an accrual  basis or as  otherwise  may be required by the
REMIC Provisions.

(i) Following the Startup Day, neither the Servicer nor the Trustee shall accept
any contributions of assets to either 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 such REMIC will not cause  either
REMIC  to fail to  qualify  as a REMIC at any time  that  any  Certificates  are
outstanding  or subject  either 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 either REMIC created  hereunder will receive
a fee or other  compensation for services nor permit either 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" for each  REMIC II Regular
Interest shall be its Maturity Date, and the "latest possible maturity date" for
each REMIC I Regular Interest shall be its latest possible  maturity date as set
forth in the preliminary statement.

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

(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 either REMIC created  hereunder,  (iii) the
termination of the applicable  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 either REMIC,  nor sell or dispose of any
investments in the Custodial  Account or the Payment Account for gain nor accept


                                     -121-
<PAGE>

any  contributions to either 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  either  REMIC as a REMIC or (b)
unless the Servicer has determined in its sole discretion to indemnify the Trust
Fund against such tax,  cause either REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

(n) The  Trustee  shall  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
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 shall
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) shall 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(s).
               -----------------------

        The REMIC  Administrator  shall  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  ("REMIC I") and
shall  make  an  election  to  treat  the  pool  of  assets   comprised  of  the
uncertificated  REMIC I Regular  Interests  as a REMIC  ("REMIC II") for federal
income tax purposes.

        The REMIC I Regular Interests will be "regular interests" in REMIC I and
the Class R-I  Certificates  will be the sole class of "residual  interests"  in
REMIC I for  purposes  of the REMIC  Provisions  (as defined  herein)  under the
federal income tax law.

                                     -122-
<PAGE>

        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 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 REMIC II, and the Class R-II  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.  Distributions on  Uncertificated  REMIC I Regular  Interests and
     REMIC II Regular Interests.

(a) On each  Distribution  Date the  Trustee  shall be deemed to  distribute  to
itself, as the holder of the REMIC I Regular Interests, the following amounts in
the  following  order of  priority to the extent of the  Available  Distribution
Amount reduced by distributions  made to the Class R-I Certificates  pursuant to
Section 4.02(a):

(i)     Uncertificated  Interest  on the  REMIC I  Regular  Interests  for  such
        Distribution  Date, plus any  Uncertificated  Interest thereon remaining
        unpaid from any previous Distribution Date; and

(ii)    In accordance with the priority set forth in Section 10.04(b), an amount
        equal to the sum of the amounts in respect of principal distributable on
        each Class of Certificates (other than the Class R-I Certificates) under
        Section 4.02(a), as allocated thereto pursuant to Section 4.02(b).

(b) The amount  described in Section  10.04(a)(ii)  shall be deemed  distributed
with  respect  to REMIC I Regular  Interests  in  accordance  with the  priority
assigned  to each  Related  Class of  Certificates  (other  than the  Class  R-I
Certificates),  respectively,  under Section  4.02(b)  until the  Uncertificated
Balance of each such interest is reduced to zero.

(c) The portion of the  Uncertificated  Interest  amounts  described  in Section
10.04(a)(i)  shall be deemed  distributed  by REMIC I to REMIC II in  accordance
with the  priority  assigned  to the  REMIC  II  Certificates  relative  to that
assigned to the REMIC I Certificates under Section 4.02(a).

(d) In determining  from time to time the amounts  distributable  on the REMIC I
Regular  Interests  Realized Losses allocated to the REMIC II Regular  Interests
shall be deemed  allocated to the REMIC I Regular  Interests in accordance  with
the priority  assigned to each  Related  Class of  Certificates  (other than the
Class R-I Certificates) respectively under Section 4.05.

(e) On each  Distribution  Date the Trustee shall be deemed to  distribute  from
REMIC II, in the priority set forth in Sections  4.02(a) and (b), to the Holders
of each  Class of  Certificates  (other  than the  Class R-I  Certificates)  the
amounts  distributable  thereon from the amounts deemed to have been received by
REMIC II from REMIC I under this Section 10.04.

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

                                     -123-
<PAGE>

Section 10.05. Compliance with Withholding Requirements.

        Notwithstanding  any other provision of this  Agreement,  the Trustee or
any Paying  Agent,  as  applicable,  shall  comply with all federal  withholding
requirements  respecting payments to  Certificateholders,  including interest or
original  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.

                                   ARTICLE XI

                         CERTAIN MATTERS REGARDING MBIA

Section 11.01. Rights of MBIA to Exercise Rights of Insured Certificateholders.
               ---------------------------------------------------------------

        By accepting its Certificate, each Insured Certificateholder agrees that
unless  an MBIA  Default  exists,  MBIA  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 MBIA Policy; MBIA Policy Payments Account.
               ---------------------------------------------------------

(a) If, on the Business Day next succeeding the Determination Date, the Servicer
notifies the Trustee pursuant to Section 4.04(a) 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),  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 (1) Prepayment
Interest Shortfalls  allocated to the Insured Certificates to the extent covered
by amounts due from the Servicer or from funds on deposit in the Insured Reserve
Fund and (2) Relief Act  Shortfalls  allocated to the Insured  Certificates)  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 the Scheduled Final Distribution Date will be
insufficient  to  reduce  the  Certificate  Principal  Balances  of the  Insured
Certificates to zero after taking into account all  distributions  to be made on
such date,  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 MBIA Policy, to MBIA, at or before 12:00 noon, New York City
time, on the third Business Day prior to such Distribution  Date. If, subsequent
to such notice, and prior to payment by MBIA pursuant to such notice, additional
amounts are  deposited  in the Payment  Account,  the Trustee  shall  reasonably
promptly  notify MBIA 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 MBIA  referred to herein as
the "MBIA Policy  Payments  Account" over which the Trustee shall have exclusive


                                     -124-
<PAGE>

control and sole right of withdrawal.  The Trustee shall deposit any amount paid
under the MBIA Policy in the MBIA Policy  Payments  Account and distribute  such
amount only for  purposes of payment to Holders of Insured  Certificates  of the
Insured  Payment  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 MBIA  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. It
shall not be necessary for such payments to be made by checks or wire  transfers
separate from the checks or wire transfers used to pay the Insured  Payment 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 MBIA 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 MBIA 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 MBIA  Policy,  the amount of any funds  received  by the  Trustee as a
result of any claim under the MBIA  Policy,  to the extent  required to make the
Insured  Payment  on such  Distribution  Date shall be  withdrawn  from the MBIA
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 Insured Payment due on the Insured Certificates.  Any funds remaining in the
MBIA Policy Payments  Account on the first Business Day following a Distribution
Date shall be remitted to MBIA, pursuant to the instructions of MBIA, 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 MBIA Policy Payments  Account in respect of
any Insured  Certificate from moneys received under the MBIA Policy.  MBIA 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 MBIA; Subrogation.
               ---------------------------------------

        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 MBIA 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 MBIA, the Servicer, the Trustee or the Certificate
Registrar, to the extent MBIA makes payments, directly or indirectly, on account
of principal of or interest on the Insured  Certificates  to the Holders of such
Certificates,   MBIA   shall  be  fully   subrogated   to,   and  each   Insured
Certificateholder,  the Servicer and the Trustee  hereby  delegate and assign to
MBIA,  to the fullest  extent  permitted  by law,  the rights of such Holders to
receive such  principal  and interest  from the Trust Fund;  provided  that MBIA
shall be paid such  amounts  only from the sources and in the manner  explicitly
provided for herein.

                                     -125-
<PAGE>

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

Section 11.04. Notices and Information to MBIA; MBIA as Third Party Beneficiary;
     Ratings.

(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 MBIA.

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

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

(d) All references in this Agreement to the ratings on the Insured  Certificates
and interests of the Insured  Certificateholders  shall be without regard to the
MBIA Policy.

Section 11.05. Trustee to Hold MBIA Policy.
               ---------------------------

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

Section 11.06. Payment of Insurance Premium.
               ----------------------------

        Unless  otherwise  designated  in writing by the President or a Managing
Director of MBIA to the Trustee,  the  Insurance  Premium to be paid pursuant to
Section  4.02(a)  shall be paid by the Trustee to MBIA by wire transfer with the
following details specifically stated in the wire transfer:

                      Bank:  JPMorgan Chase Bank
                      ABA Number:  021-000-021
                      For the account of:  MBIA Insurance Corporation
                      Account Number:  910-2-721728
                      Policy Number:  39461

                                     -126-
<PAGE>

                                  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,

(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 either
     REMIC  created  hereunder 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  MBIA  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  MBIA
     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 either REMIC created hereunder or


                                     -127-
<PAGE>

     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
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,  any amendment
which   could   adversely   affect  the   interests   of  MBIA  or  the  Insured
Certificateholders  shall  require  the prior  written  consent  of MBIA and 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 either 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.

                                     -128-
<PAGE>

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.

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


                                     -129-
<PAGE>

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
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, MBIA and the Company, as applicable:

Recipient                           Address
Company                             8400 Normandale Lake Boulevard
                                    Suite 250, Minneapolis, Minnesota 55437,
                                    Attention: President
Servicer                            100 Witmer Road
                                    Horsham, Pennsylvania 19044,
                                    Attention: President
MBIA                                113 King Street
                                    Armonk, New York 10504
                                    Attention: Insured Portfolio
                                    Management--Structured Finance (GMACM Series
                                    2002-J7)
Trustee                             1 Bank One Plaza
                                    Suite IL1-0481
                                    Chicago, Illinois 60670-0481
Moody's                             99 Church Street
                                    New York, New York 10007
Fitch                               One State Street Plaza
                                    New York, New York 10004

                                     -130-
<PAGE>

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 MBIA refers to an MBIA Default or a claim under the MBIA Policy
or with respect to which  failure on the part of MBIA 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
MBIA and shall be marked to indicate "URGENT  MATERIAL  ENCLOSED." Any notice so
mailed  within  the time  prescribed  in this  Agreement  shall be  conclusively
presumed to have been duly given, whether or not the Certificateholder  receives
such notice.

Section 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) or (h) 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 MBIA 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.

                                     -131-
<PAGE>

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.

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 either  REMIC  created
hereunder as a REMIC or (subject to Section  10.01(f))  result in the imposition
of a tax upon the Trust Fund or either REMIC created  hereunder  (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.
               ---------------------------

        96% of all of the Voting  Rights  shall be  allocated  among  Holders of
Certificates,  other than the Class A-5, Class IO 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 A-5  Certificates,  in  accordance  with their  respective  Percentage
Interests,  1% of all Voting Rights shall be allocated  among the Holders of the
Class  A-10  Certificates,   in  accordance  with  their  respective  Percentage


                                     -132-
<PAGE>

Interests,  1% of all Voting Rights shall be allocated  among the Holders of the
Class IO Certificates, in accordance with their respective Percentage Interests,
0.5% of all Voting Rights shall be allocated  among the Holders of the Class R-I
Certificates, in accordance with their respective Percentage Interests, and 0.5%
of all Voting  Rights  shall be  allocated  among the  Holders of the Class R-II
Certificates,  in accordance with their respective Percentage Interests. As long
as the MBIA  Policy is in effect  and unless  MBIA is in default  under the MBIA
Policy, MBIA shall be entitled to exercise all Voting Rights otherwise allocable
to the Insured Certificates.

Section 12.10. Non Petition.
               ------------

        The Company, GMACM, as Seller, 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 Witmer Funding LLC, or join in any  institution  against the Trust
Fund or Witmer  Funding  LLC 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.


                                     -133-
<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, as of the day and year first above written.

                                            RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.



                                            By:  ..............................
                                                   Name:
                                                   Title:



                                            GMAC MORTGAGE CORPORATION



                                            By:  ..............................
                                                   Name:
                                                   Title:



                                            BANK ONE, NATIONAL ASSOCIATION,
                                                   as Trustee



                                            By:  ..............................
                                                   Name:
                                                   Title:


                                     -134-
<PAGE>


STATE OF                                      )
                                              )  ss.:
COUNTY OF                                     )

        On the _____ day of October,  2002 before me, a notary public in and for
said State, personally appeared __________, known to me to be _______________ 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]


                                     -135-
<PAGE>



STATE OF                                      )
                                              )  ss.:
COUNTY OF                                     )

        On the ___ day of October,  2002  before me, a notary  public in and for
said   State,   personally   appeared   _______________,   known  to  me  to  be
________________  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]


                                     -136-
<PAGE>


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

        On the ___ day of October,  2002  before me, a notary  public in and for
said  State,  personally  appeared  ______________,  known  to  me  to  be  a[n]
______________   of  Bank  One,   National   Association,   a  national  banking
association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of said 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]





                                     -137-
<PAGE>



                                   FINAL COPY


                                   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, AS AMENDED (THE "CODE").

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

Any Transferee of this  Certificate will be deemed to have represented by virtue
of its purchase or holding of this  Certificate (or interest herein) that EITHER
(a) such Transferee is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the employee retirement income security act
of 1974,  as amended or section 4975 of the code,  or any person  (including  an
investment  manager,  a named  fiduciary or a trustee of any such Plan)  acting,
directly or indirectly,  on behalf of or purchasing any  Certificate  with "plan
assets" of any such Plan (a "plan investor"), (B) it has acquired and is holding
such Certificate in reliance on Prohibited  Transaction Exemption ("PTE") 94-29,
59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE 97-34, 62 Fed. Reg. 39021
(July 21, 1997),  PTE 2000-58,  65 Fed. Reg.  67765  (November 13, 2000) AND PTE
2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (the "ISSUER Exemption"), and that
(i) it understands that there are certain  conditions to the availability of the
ISSUER  Exemption  including that such Certificate must be rated, at the time of
purchase,  not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Moody's and (Ii) it is an "accredited  investor" as defined in rule 501(a)(1)
OF  REGULATION  D OF THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
purchase and hold the Certificate (or interest therein) 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


                                        a-1-1
<PAGE>

IN  SECTIONS I AND III OF PTCE  95-60  HAVE BEEN  SATISFIED  (EACH  ENTITY  THAT
SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY).

If this  Certificate (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  preceding  Transferee  that  either (i) is not a Plan  Investor,  (II)
ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE ISSUER EXEMPTION, or (III) is a
Complying  Insurance Company shall be restored,  to the extent permitted by law,
to all rights and  obligations as Certificate  Owner thereof  retroactive to the
date of such  Transfer  of this  Certificate.  The  Trustee  shall  be  under no
liability to any Person for making any payments due on this  Certificate to such
preceding Transferee.

Any purported Certificate Owner whose acquisition or holding of this Certificate
(or interest  herein) was effected in violation of the  restrictions  in Section
5.02(e) of the Pooling and Servicing Agreement shall indemnify and hold harmless
the Company, the Trustee, the 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.
<TABLE>


<S>             <C>
Certificate No. 1                             [[  ]% Pass-Through Rate][Based upon a
                                              Notional Principal Balance]
Class A-     Senior
                                              Aggregate Initial Certificate Principal
Date of Pooling and Servicing Agreement :     Balance of the Class A-
                                              Certificates:
October 30, 2002
                                              Initial [Certificate Principal Balance]
                                              [Notational Amount] of this
Cut-off Date:                                 Certificate:
                                              $_________________
October 1, 2002

First Distribution Date:
November 25, 2002                             CUSIP  ________-_______

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2032

</TABLE>

                                        A-1-2

<PAGE>


                     GMAC MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2002-J7

               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 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,  Witmer Funding LLC, 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,  Witmer Funding LLC, the Trustee or GMAC Mortgage
Group,  Inc. or any of their  affiliates.  None of the  Company,  the  Servicer,
Witmer Funding LLC, 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-  Certificates  both as
specified  above) in  certain  distributions  with  respect  to the  Trust  Fund
consisting  primarily  of an  interest  in a pool of 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 Bank
One, National Association,  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
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,

                                        A-1-3

<PAGE>

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  Chicago,
Illinois. [The [Initial Certificate Principal Balance] [Notional Amount] of this
Certificate is set forth above. The Certificate Principal Balance hereof will be
reduced to the extent of  distributions  allocable to principal and any Realized
Losses allocable hereto.]

               As  described  above,  in  connection  with any  transfer of this
Certificate, 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").

               [This  Certificate  is entitled to the benefits of an irrevocable
and unconditional certificate guaranty insurance policy issued by MBIA Insurance
corporation.]

               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

                                        A-1-4
<PAGE>


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
Chicago, Illinois, 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


                                        A-1-5

<PAGE>

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.


                                        A-1-6
<PAGE>


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

Dated:  October ___, 2002    BANK ONE, NATIONAL ASSOCIATION,
                             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.

                              BANK ONE, NATIONAL ASSOCIATION,
                              Not in its individual capacity but solely as
                              Certificate Registrar



                              By:
                                    --------------------------------------------
                                       Authorized Signatory



                                        A-1-7


<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.


                                        A-1-8
<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, AS AMENDED (THE "CODE").

Any Transferee of this  Certificate will be deemed to have represented by virtue
of its purchase or holding of this  Certificate (or interest herein) that EITHER
(a) such Transferee is not an EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED OR SECTION 4975 OF THE CODE,  OR ANY PERSON  (including  an
investment  manager,  a named  fiduciary or a trustee of any such Plan)  acting,
directly or indirectly,  on behalf of or purchasing any  Certificate  with "plan
assets" of any such Plan (a "plan investor"), (B) it has acquired and is holding
such Certificate in reliance on Prohibited  Transaction Exemption ("PTE") 94-29,
59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE 97-34, 62 Fed. Reg. 39021
(July 21, 1997),  and PTE 2000-58,  65 Fed. Reg. 67765  (November 13, 2000) (the
"ISSUER  Exemption"),  and  that  (i) it  understands  that  there  are  certain
conditions  to the  availability  of the ISSUER  Exemption  including  that such
Certificate  must be rated,  at the time of purchase,  not lower than "BBB-" (or
its  equivalent)  by  Standard  &  Poor's,  Fitch or  Moody's  and (iI) it is an
"accredited  investor"  as  defined in rule  501(a)(1)  OF  REGULATION  D OF THE
SECURITIES  ACT OF 1933, AS AMENDED,  or (C) (I) the  transferee is an insurance
company,  (II) the  source  of funds to be used by it to  purchase  and hold the
Certificate  (OR INTEREST  THEREIN) 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
(C), A "COMPLYING INSURANCE COMPANY).

If this  Certificate (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  preceding  Transferee  that  either (i) is not a Plan  Investor,  (II)
ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE ISSUER EXEMPTION, or (III) is a
Complying  Insurance Company shall be restored,  to the extent permitted by law,
to all rights and  obligations as Certificate  Owner thereof  retroactive to the
date of such  Transfer  of this  Certificate.  The  Trustee  shall  be  under no
liability to any Person for making any payments due on this  Certificate to such
preceding Transferee.


                                        A-2-1


<PAGE>

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.

<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 :
October 30, 2002                                        [                ] Initial Pass-Through
                                                        Rate
                                                        based on a Notional Amount
Cut-off Date:
October 1, 2002

First Distribution Date:
November 25, 2002

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2032

</TABLE>

                                        A-2-2
<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2002-J7

               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 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,  Witmer Funding LLC, 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,  Witmer Funding LLC, the Trustee or GMAC Mortgage
Group,  Inc. or any of their  affiliates.  None of the  Company,  the  Servicer,
Witmer Funding LLC, 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 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 Bank One,
National  Association,  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
thereto if such Person shall have so notified the Trustee or such Paying  Agent,

                                        A-2-3
<PAGE>


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  Chicago,
Illinois. The Class IO Notional Amount of this Certificate is set forth above.

               As  described  above,  in  connection  with any  transfer of this
Certificate 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
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.

                                        A-2-4
<PAGE>

               As provided in the Agreement  and subject to certain  limitations
therein  set forth,  the  transfer of this  Certificate  is  registrable  in the
Certificate  Register upon surrender of this  Certificate  for  registration  of
transfer  at the  offices or  agencies  appointed  by the Trustee in the City of
Chicago, Illinois, 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.

                                        A-2-5


<PAGE>


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

Dated:  October ___, 2002     BANK ONE, NATIONAL ASSOCIATION,
                              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.

                               BANK ONE, NATIONAL ASSOCIATION,
                               Not in its individual capacity but solely as
                               Certificate Registrar



                                 By:
                                     ----------------------------------------
                                        Authorized Signatory




                                        A-2-6

<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.


                                A-2-7
<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, AS AMENDED (THE "CODE").

Any Transferee of this  Certificate will be deemed to have represented by virtue
of its purchase or holding of this  Certificate (or interest herein) that EITHER
(a) such Transferee is not AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS Of THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED OR SECTION  4975 OF THE CODE,  OR ANY PERSON  INCLUDING  an
investment  manager,  a named  fiduciary or a trustee of any SUCH Plan)  acting,
directly or indirectly,  on behalf of or purchasing any  Certificate  with "plan
assets" of any SUCH Plan (a "plan investor"), (B) it has acquired and is holding
such Certificate in reliance on Prohibited  Transaction Exemption ("PTE") 94-29,
59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE 97-34, 62 Fed. Reg. 39021
(July 21, 1997),  PTE 2000-58,  65 Fed. Reg.  67765  (November 13, 2000) AND PTE
2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (the "ISSUER Exemption"), and that
(iI) it understands that there are certain conditions to the availability of the
ISSUER  Exemption  including that such Certificate must be rated, at the time of
purchase,  not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Moody's and (i) it is an  "accredited  investor" as defined in rule 501(a)(1)
OF  REGULATION  D OF THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
purchase AND HOLD the Certificate (or interest therein) 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 (C), A "COMPLYING INSURANCE COMPANY).

If this  Certificate (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  preceding  Transferee  that  either (i) is not a Plan  Investor,  (II)
ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE ISSUER EXEMPTION, or (III) is a
Complying  Insurance Company shall be restored,  to the extent permitted by law,
to all rights and  obligations as Certificate  Owner thereof  retroactive to the
date of such  Transfer  of this  Certificate.  The  Trustee  shall  be  under no
liability to any Person for making any payments due on this  Certificate to such
preceding Transferee.

                                        A-3-1
<PAGE>

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.

<TABLE>

<S>             <C>                                   <C>
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 :
October 30, 2002                                      Initial Certificate Principal
                                                      Balance of this Certificate:
                                                      $__________________
Cut-off Date:
October 1, 2002                                       CUSIP ________-____

First Distribution Date:
November 25, 2002

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2032
</TABLE>

                                        A-3-2


<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2002-J7

               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 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,  Witmer Funding LLC, 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,  Witmer Funding LLC, the Trustee or GMAC Mortgage
Group,  Inc. or any of their  affiliates.  None of the  Company,  the  Servicer,
Witmer Funding LLC, 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 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 Bank
One, National Association,  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
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

                                        A-3-3

<PAGE>

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  Chicago,
Illinois.  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.

               As  described  above,  in  connection  with any  transfer of this
Certificate 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
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

                                        A-3-4
<PAGE>

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
Chicago, Illinois, 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.


                                        A-3-5

<PAGE>

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



                                        A-3-6


<PAGE>


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

Dated:  October ___, 2002     BANK ONE, NATIONAL ASSOCIATION,
                              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.

                              BANK ONE, NATIONAL ASSOCIATION,
                              Not in its individual capacity but solely as
                              Certificate Registrar



                                By:
                                    --------------------------------------------
                                       Authorized Signatory



                                        A-3-7

<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.



                                        A-3-8
<PAGE>



                                    EXHIBIT B

                           FORM OF CLASS M CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR  CERTIFICATES
[CLASS  M-1  CERTIFICATES]  [AND CLASS M-2  CERTIFICATES]  AS  DESCRIBED  IN THE
AGREEMENT (AS DEFINED BELOW).

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

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

Any Transferee of this  Certificate will be deemed to have represented by virtue
of its purchase or holding of this  Certificate (or interest herein) that EITHER
(a) such Transferee is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the employee retirement income security act
of 1974,  as amended or section 4975 of the code,  or any person  (including  an
investment  manager,  a named  fiduciary or a trustee of any such Plan)  acting,
directly or indirectly,  on behalf of or purchasing any  Certificate  with "plan
assets" of any such Plan (a "plan investor"), (B) it has acquired and is holding
such Certificate in reliance on Prohibited  Transaction Exemption ("PTE") 94-29,
59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE 97-34, 62 Fed. Reg. 39021
(July 21, 1997),  PTE 2000-58,  65 Fed. Reg.  67765  (November 13, 2000) AND PTE
2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (the "ISSUER Exemption"), and that
(i) it understands that there are certain  conditions to the availability of the
ISSUER  Exemption  including that such Certificate must be rated, at the time of
purchase,  not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Moody's and (iI) it is an "accredited  investor" as defined in rule 501(a)(1)
OF  REGULATION  D OF THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
purchase and hold the Certificate (OR INTEREST THEREIN) 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

                                        B-1
<PAGE>


IN  SECTIONS I AND III OF PTCE  95-60  HAVE BEEN  SATISFIED  (EACH  ENTITY  THAT
SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY).

If this  Certificate (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  preceding  Transferee  that  either (i) is not a Plan  Investor,  (II)
ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE ISSUER EXEMPTION, or (III) is a
Complying  Insurance Company shall be restored,  to the extent permitted by law,
to all rights and  obligations as Certificate  Owner thereof  retroactive to the
date of such  Transfer  of this  Certificate.  The  Trustee  shall  be  under no
liability to any Person for making any payments due on this  Certificate to such
preceding Transferee.

Any purported Certificate Owner whose acquisition or holding of this Certificate
(or interest  herein) was effected in violation of the  restrictions  in Section
5.02(e) of the Pooling and Servicing Agreement shall indemnify and hold harmless
the Company, the Trustee, the 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.
<TABLE>


<S>                                                     <C>
Certificate No. 1                                       [          ]% Pass-Through Rate

Class M-     Subordinate
                                                        Aggregate Certificate Principal Balance
Date of Pooling and Servicing Agreement :               of the Class M-[   ] Certificates:
October 30, 2002                                        $ _________________]

Cut-off Date:                                           Initial Certificate Principal Balance
                                                        of
October 1, 2002                                         this Certificate:
                                                        $____________________

First Distribution Date:                                CUSIP _____-_____
November 25, 2002

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2032

</TABLE>

                                        B-2


<PAGE>


                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-J7

               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 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,  Witmer Funding LLC, 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,  Witmer Funding LLC, the Trustee or GMAC Mortgage
Group,  Inc. or any of their  affiliates.  None of the  Company,  the  Servicer,
Witmer Funding LLC, 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 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 Bank One, National  Association,  as trustee (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereafter.  To the extent not defined herein,  the capitalized  terms used
herein have the meanings  assigned in the Agreement.  This Certificate is issued
under and is subject to the terms,  provisions  and conditions of the Agreement,
to which  Agreement the Holder of this  Certificate  by virtue of the acceptance
hereof assents and by which such Holder is bound.

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately following (the "Distribution Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class M- Certificates
on such Distribution Date.

               Distributions  on this  Certificate  will be made  either  by the
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

                                        B-3
<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  Chicago,
Illinois.  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,  in  connection  with any  transfer of this
Certificate 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
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

                                        B-4
<PAGE>

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
Chicago, Illinois, 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.

                                        B-5

<PAGE>

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                        B-6

<PAGE>


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

Dated:  October ___, 2002        BANK ONE, NATIONAL ASSOCIATION,
                                 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.

                                  BANK ONE, NATIONAL ASSOCIATION,
                                  Not in its individual capacity but solely as
                                  Certificate Registrar



                                    By:
                                        ---------------------------------------
                                           Authorized Signatory



                                        B-7

<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.


                                        B-8
<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.

<TABLE>

<S>                                             <C>
Certificate No. 1                                 [[  ]% Pass-Through Rate][Based upon a
                                                  Notional Principal Balance]
Class B-     Subordinate
                                                  Aggregate Certificate Principal Balance of the
Date of Pooling and Servicing Agreement :         Class B-     Certificates as of the Cut-off
                                                  Date::
October 30, 2002                                  $ _______________________]

Cut-off Date:                                     Initial Certificate Principal Balance of
October 1, 2002                                   this Certificate:
                                                  $___________________________

First Distribution Date:
November 25, 2002

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2032

</TABLE>
                                        C-1


<PAGE>


                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-J7

               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 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,  Witmer Funding LLC, 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,  Witmer Funding LLC, the Trustee or GMAC Mortgage
Group,  Inc. or any of their  affiliates.  None of the  Company,  the  Servicer,
Witmer Funding LLC, 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
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 Bank One, National  Association,  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
thereto if such Person shall have so notified the Trustee or such Paying  Agent,

                                        C-2

<PAGE>

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  Chicago,
Illinois.  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,  sale,  pledge or other  disposition of this Class B
Certificate will 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 such a transfer is to be made,  either (i)
(A) the Trustee  shall  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 (B) the Trustee
shall  require the  transferee  to execute a  representation  letter in the form
described by the  Agreement,  and the Trustee  shall  require the  transferor to
execute a  representation  letter in the form described by the  Agreement,  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
shall  not be  required  in  connection  with  any  transfer  of  this  Class  B
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 this Class B
Certificate  shall be  required  to provide  the  Trustee,  the  Company and the
Servicer with an investment  letter  substantially  in the form described in the
Agreement  (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 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

                                        C-3
<PAGE>

(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 (or interest therein) 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
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
Chicago, Illinois, 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

                                        C-4


<PAGE>

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.


                                        C-5

<PAGE>


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

Dated:  October ___, 2002         BANK ONE, NATIONAL ASSOCIATION,
                                  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.

                                 BANK ONE, NATIONAL ASSOCIATION,
                                 Not in its individual capacity but solely as
                                 Certificate Registrar



                                   By:
                                       ---------------------------------------
                                          Authorized Signatory



                                        C-6

<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.

                                        C-7

<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, (3) THE PROPOSED  TRANSFEREE WILL
NOT CAUSE INCOME FROM THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT  OR FIXED BASE  (WITHIN  THE MEANING OF AN  APPLICABLE  INCOME TAX

                                        D-1
<PAGE>

TREATY) OF THE TRANSFEREE OR ANOTHER U.S.  TAXPAYER,  AND (4) ANY TRANSFER OF AN
OWNERSHIP  INTEREST IN THIS  CERTIFICATE WILL SATISFY EITHER THE "ASSET TEST" AS
SET FORTH IN SECTION  1.860E-1(C)(5) OF THE TREASURY REGULATIONS OR THE "FORMULA
TEST"  SET  FORTH  IN  SECTION   1.860E-1(C)(7)  OF  THE  TREASURY  REGULATIONS.
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>
Certificate No. 1                                 [          ]% Pass-Through Rate]

Class R-     Senior                               Aggregate Initial Certificate Principal
                                                  Balance
                                                  of the Class R-     Certificates:  $50.00
Date of Pooling and Servicing Agreement :
October 30, 2002                                  Initial Certificate Principal Balance of
                                                  this Certificate:
                                                  $_______________
Cut-off Date:
October 1, 2002                                   [Percentage Interest:  [  ]%]

First Distribution Date:                          CUSIP _____________
November 25, 2002

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2032
</TABLE>


                                        D-2

<PAGE>


                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-J7

               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 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,  Witmer Funding LLC, 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,  Witmer Funding LLC, the Trustee or GMAC Mortgage
Group,  Inc. or any of their  affiliates.  None of the  Company,  the  Servicer,
Witmer Funding LLC, 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  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 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 Bank
One, National Association,  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

                                        D-3
<PAGE>

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  transfer  of any
Ownership  Interest in this  Certificate will satisfy either the "asset test" as
set forth in Section  1.860E-1(C)(5) of the Treasury regulations or the "formula
test" as set forth in Section  1.860E-1(C)(7) of the Treasury regulations,  (iv)
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 (v) 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  Chicago,
Illinois.  The Initial Certificate  Principal Balance of this Certificate is set
forth above.  The  Certificate  Principal  Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.  Notwithstanding  the  reduction of the  Certificate  Principal  Balance
hereof to zero, this Certificate will remain outstanding under the Agreement and
the  Holder  hereof  may  have  additional  obligations  with  respect  to  this
Certificate,   including  tax  liabilities,  and  may  be  entitled  to  certain
additional  distributions hereon, in accordance with the terms and provisions of
the Agreement.

               No transfer of this Class R-[ ]  Certificate  will be made unless
the Trustee has received  either (i) an opinion of counsel  acceptable to and in
form and  substance  satisfactory  to the Trustee,  the Company and the 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

                                        D-4

<PAGE>

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
Chicago, Illinois, 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.


                                        D-5
<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.


                                        D-6

<PAGE>


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

Dated:  October ___, 2002     BANK ONE, NATIONAL ASSOCIATION,
                              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.

                                   BANK ONE, NATIONAL ASSOCIATION,
                                   Not in its individual capacity but solely as
                                   Certificate Registrar



                                    By:
                                         --------------------------------------
                                            Authorized Signatory




                                        D-7

<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.



                                        D-8
<PAGE>



                                    EXHIBIT E

                             MORTGAGE LOAN SCHEDULE



<TABLE>
<CAPTION>


LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

<S>                        <C>                                 <C>                              <C>
129500408                  07/01/1999                          SINGLE FAMILY                        PURCHASE
05/18/1999                 80                                  $2,214.13                            09/01/2002

CA                         7                                   $318,514.81                          STANDARD
91030                      $332,800.00                         PRIMARY RESIDENCE                    N
129500413                  08/01/1999                          SINGLE FAMILY                        PURCHASE

06/30/1999                 66.1                                $2,627.51                            09/01/2002
CA                         7.125                               $376,194.65                          STANDARD
93953                      $390,000.00                         PRIMARY RESIDENCE                    N

413953449                  06/01/2002                          SINGLE FAMILY                        PURCHASE
04/17/2002                 59.23                               $1,248.55                            09/01/2002
CA                         6.75                                $191,661.93                          STANDARD

95608                      $192,500.00                         PRIMARY RESIDENCE                    N
513200709                  07/01/2001                          SINGLE FAMILY                        PURCHASE
05/15/2001                 67.37                               $2,155.90                            09/01/2002

CA                         7.125                               $315,718.12                          STANDARD
92886                      $320,000.00                         PRIMARY RESIDENCE                    N
513322107                  07/01/2001                          SINGLE FAMILY                        REFINANCE

05/15/2001                 74.73                               $2,467.16                            09/01/2002
CA                         7.125                               $358,525.01                          STANDARD
92504                      $366,200.00                         PRIMARY RESIDENCE                    N

513395202                  06/01/2001                          SINGLE FAMILY                        PURCHASE
04/25/2001                 80                                  $2,118.18                            09/01/2002
CA                         7.125                               $309,191.36                          STANDARD

92633                      $314,400.00                         PRIMARY RESIDENCE                    N
516082906                  07/01/2002                          SINGLE FAMILY                        PURCHASE
05/22/2002                 67.74                               $4,086.17                            09/01/2002

PA                         6.75                                $625,795.01                          SELECT
18940                      $630,000.00                         PRIMARY RESIDENCE                    N
517545000                  10/01/2001                          SINGLE FAMILY                        PURCHASE

08/29/2001                 80                                  $2,355.18                            09/01/2002
CA                         7                                   $350,092.76                          STANDARD
91326                      $354,000.00                         PRIMARY RESIDENCE                    N

517823506                  09/01/2001                          CONDOMINIUM                          PURCHASE
08/01/2001                 93.33                               $2,358.02                            09/01/2002
CA                         7.125                               $345,315.26                          STANDARD

91105                      $350,000.00                         PRIMARY RESIDENCE                    N
517926309                  10/01/2001                          SINGLE FAMILY                        PURCHASE
08/28/2001                 80                                  $2,333.77                            09/01/2002

CA                         7.125                               $342,562.14                          STANDARD
91607                      $346,400.00                         PRIMARY RESIDENCE                    N
519625107                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 76.84                               $2,367.39                            10/01/2002
CO                         6.75                                $364,685.74                          STANDARD
80487                      $365,000.00                         PRIMARY RESIDENCE                    N

521199406                  10/01/2002                          PUD                                  PURCHASE
08/27/2002                 79.98                               $2,745.71                            10/01/2002
CA                         6.5                                 $434,007.29                          STANDARD

92127                      $434,400.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

523601102                  11/01/2002                          CONDOMINIUM                          PURCHASE
09/25/2002                 79.99                               $3,299.03                            10/01/2002
MI                         6.375                               $528,800.00                          STANDARD

48322                      $528,800.00                         PRIMARY RESIDENCE                    N
524109303                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/27/2002                 90                                  $2,413.56                            10/01/2002

PA                         6.875                               $367,400.00                          STANDARD
19468                      $367,400.00                         PRIMARY RESIDENCE                    N
524119401                  07/01/2002                          SINGLE FAMILY                        PURCHASE

05/10/2002                 80                                  $4,925.74                            09/01/2002
NJ                         6.25                                $796,919.80                          RELOCATION
07871                      $800,000.00                         PRIMARY RESIDENCE                    Y

524187705                  03/01/2002                          SINGLE FAMILY                        PURCHASE
01/16/2002                 79.93                               $3,020.48                            09/01/2002
CA                         7                                   $450,259.02                          STANDARD

90068                      $454,000.00                         PRIMARY RESIDENCE                    N
525203600                  05/01/2002                          PUD                                  REFINANCE
03/29/2002                 76.094                              $4,101.27                            09/01/2002

CA                         7.125                               $605,785.39                          STREAMLINE
92629                      $608,750.00                         PRIMARY RESIDENCE                    N
525407300                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/27/2002                 79.99                               $2,753.29                            10/01/2002
PA                         6.5                                 $435,206.21                          SELECT
18966                      $435,600.00                         PRIMARY RESIDENCE                    N

525990602                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/23/2002                 71.51                               $2,275.45                            09/01/2002
MI                         6.5                                 $359,674.55                          STANDARD

48316                      $360,000.00                         PRIMARY RESIDENCE                    N
526089701                  05/01/2002                          SINGLE FAMILY                        PURCHASE
03/13/2002                 69.25                               $3,326.52                            10/01/2002

CA                         7                                   $497,504.74                          STANDARD
90275                      $500,000.00                         PRIMARY RESIDENCE                    N
526815105                  06/01/2002                          SINGLE FAMILY                        PURCHASE

04/19/2002                 80                                  $2,381.84                            09/01/2002
MI                         6.125                               $390,075.41                          SELECT
48170                      $392,000.00                         PRIMARY RESIDENCE                    N

526823406                  09/01/2002                          PUD                                  PURCHASE
07/31/2002                 78.24                               $2,657.44                            09/01/2002
VA                         6.25                                $430,778.82                          RELOCATION

20169                      $431,600.00                         PRIMARY RESIDENCE                    N
527876007                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/22/2002                 89.98                               $2,395.93                            09/01/2002

MI                         6.75                                $369,081.95                          STANDARD
48306                      $369,400.00                         PRIMARY RESIDENCE                    N
528383102                  09/01/2002                          SINGLE FAMILY                        REFINANCE

08/08/2002                 77.71                               $2,210.35                            10/01/2002
MI                         6.5                                 $349,066.01                          STANDARD
48152                      $349,700.00                         PRIMARY RESIDENCE                    N

528799406                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/01/2002                 80                                  $1,945.67                            09/01/2002
MI                         6.25                                $315,398.43                          RELOCATION

48439                      $316,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

529168700                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 80                                  $4,156.22                            09/01/2002
NJ                         6.75                                $640,248.28                          STANDARD

07028                      $640,800.00                         PRIMARY RESIDENCE                    N
529333601                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 72.62                               $1,408.46                            10/01/2002

HI                         6.25                                $228,532.95                          STATED INCOME
96791                      $228,750.00                         PRIMARY RESIDENCE                    N
529402000                  08/01/2002                          SINGLE FAMILY                        PURCHASE

06/26/2002                 80                                  $2,243.06                            10/01/2002
MI                         6.25                                $363,257.61                          SELECT
48374                      $364,300.00                         PRIMARY RESIDENCE                    N

529456402                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/22/2002                 80                                  $2,249.33                            10/01/2002
NJ                         6.875                               $342,112.34                          STANDARD

08807                      $342,400.00                         PRIMARY RESIDENCE                    N
529517401                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/13/2002                 80                                  $2,578.84                            10/01/2002

NY                         6.5                                 $408,000.00                          STANDARD
11758                      $408,000.00                         PRIMARY RESIDENCE                    N
529571200                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/09/2002                 80                                  $3,705.15                            09/01/2002
MI                         6.125                               $509,810.79                          SELECT
48306                      $512,000.00                         PRIMARY RESIDENCE                    N

529583007                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/21/2002                 80                                  $2,758.42                            10/01/2002
MI                         6.25                                $447,574.91                          SELECT

48331                      $448,000.00                         PRIMARY RESIDENCE                    N
529654709                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 80                                  $2,556.90                            09/01/2002

NH                         7.125                               $379,216.50                          STANDARD
03833                      $379,520.00                         PRIMARY RESIDENCE                    N
529671406                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/20/2002                 30.8                                $4,741.03                            09/01/2002
NJ                         6.25                                $769,269.39                          STANDARD
07760                      $770,000.00                         PRIMARY RESIDENCE                    N

529758401                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/17/2002                 80                                  $4,256.90                            10/01/2002
MI                         6.875                               $648,000.00                          SELECT

48025                      $648,000.00                         PRIMARY RESIDENCE                    N
529803702                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 27.78                               $656.93                              09/01/2002

CA                         6.875                               $99,915.99                           STATED INCOME
92886                      $100,000.00                         PRIMARY RESIDENCE                    N
529807703                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/25/2002                 80                                  $3,018.26                            10/01/2002
CA                         7.125                               $448,000.00                          STANDARD
91789                      $448,000.00                         PRIMARY RESIDENCE                    N

529842809                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 71.67                               $2,259.84                            10/01/2002
IL                         6.875                               $343,710.99                          STANDARD

60062                      $344,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

529888802                  09/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 73.09                               $2,640.86                            09/01/2002
MA                         6.875                               $401,322.59                          STREAMLINE

02061                      $402,000.00                         PRIMARY RESIDENCE                    N
529913402                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/12/2002                 80                                  $3,349.51                            10/01/2002

IN                         6.25                                $542,964.95                          SELECT
46033                      $544,000.00                         PRIMARY RESIDENCE                    N
529950701                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 48.75                               $1,281.02                            09/01/2002
CA                         6.875                               $194,836.17                          STATED INCOME
93405                      $195,000.00                         PRIMARY RESIDENCE                    N

529988008                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 76.92                               $2,528.28                            09/01/2002
NY                         6.5                                 $399,565.59                          STANDARD

11788                      $400,000.00                         PRIMARY RESIDENCE                    N
529996803                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 78.79                               $4,270.04                            09/01/2002

IL                         6.875                               $649,453.92                          STANDARD
60546                      $650,000.00                         PRIMARY RESIDENCE                    N
530002005                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/29/2002                 80                                  $2,315.81                            09/01/2002
MA                         6.375                               $370,856.05                          STANDARD
01775                      $371,200.00                         PRIMARY RESIDENCE                    N

530026806                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/19/2002                 80                                  $3,074.43                            09/01/2002
NY                         6.875                               $467,606.82                          STANDARD

10956                      $468,000.00                         PRIMARY RESIDENCE                    N
530088103                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/20/2002                 54.86                               $6,570.27                            09/01/2002

CA                         7                                   $986,750.50                          SUPER SELECT
92649                      $987,560.00                         PRIMARY RESIDENCE                    N
530106400                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/24/2002                 57.14                               $2,877.85                            09/01/2002
NJ                         6                                   $478,942.36                          STANDARD
07675                      $480,000.00                         PRIMARY RESIDENCE                    N

530144807                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/22/2002                 47.34                               $2,561.25                            09/01/2002
IL                         6.625                               $399,647.08                          STANDARD

60137                      $400,000.00                         PRIMARY RESIDENCE                    N
530171602                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 80                                  $2,386.85                            09/01/2002

MI                         6.75                                $367,683.15                          STANDARD
48160                      $368,000.00                         PRIMARY RESIDENCE                    N
530186006                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/15/2002                 80                                  $2,594.40                            10/01/2002
MA                         6.75                                $399,655.60                          STANDARD
02053                      $400,000.00                         PRIMARY RESIDENCE                    N

530186501                  11/01/2002                          PUD                                  REFINANCE
09/04/2002                 56.6                                $5,241.19                            10/01/2002
PA                         6.875                               $750,000.00                          STANDARD

19002                      $750,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

530194505                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/06/2002                 76.47                               $1,974.74                            09/01/2002
NH                         6.125                               $324,684.11                          STANDARD

03049                      $325,000.00                         PRIMARY RESIDENCE                    N
530201201                  10/01/2002                          PUD                                  REFINANCE
08/26/2002                 69.94                               $3,924.02                            09/01/2002

CA                         6.75                                $604,479.11                          STANDARD
94506                      $605,000.00                         PRIMARY RESIDENCE                    N
530227008                  09/01/2002                          PUD                                  REFINANCE

08/02/2002                 73.08                               $2,796.76                            10/01/2002
NV                         6.75                                $430,455.39                          SELECT
89117                      $431,200.00                         PRIMARY RESIDENCE                    N

530239003                  09/01/2002                          PUD                                  PURCHASE
07/24/2002                 80                                  $2,954.83                            09/01/2002
OR                         6.25                                $478,986.93                          RELOCATION

97236                      $479,900.00                         PRIMARY RESIDENCE                    N
530279504                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 56.35                               $2,284.37                            09/01/2002

MI                         6.75                                $351,896.76                          STANDARD
48230                      $352,200.00                         PRIMARY RESIDENCE                    N
530307206                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/13/2002                 65.1                                $2,181.01                            09/01/2002
IL                         6.875                               $331,521.07                          STANDARD
60093                      $332,000.00                         PRIMARY RESIDENCE                    N

530343508                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 55.495                              $2,237.42                            09/01/2002
CA                         7                                   $336,024.33                          SELECT

90064                      $336,300.00                         PRIMARY RESIDENCE                    N
530400506                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/29/2002                 80                                  $2,338.25                            10/01/2002

MI                         6                                   $389,221.56                          SELECT
48230                      $390,000.00                         PRIMARY RESIDENCE                    N
530412501                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 76.19                               $4,151.03                            10/01/2002
KY                         6.75                                $638,973.43                          SELECT
40059                      $640,000.00                         PRIMARY RESIDENCE                    N

530447101                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 74.83                               $2,846.70                            09/01/2002
NJ                         6.75                                $438,522.11                          STREAMLINE

07750                      $438,900.00                         PRIMARY RESIDENCE                    N
530451806                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/03/2002                 80                                  $2,757.02                            10/01/2002

MA                         7                                   $414,400.00                          STANDARD
02631                      $414,400.00                         PRIMARY RESIDENCE                    N
530480805                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/14/2002                 74.34                               $2,231.84                            09/01/2002
MI                         6.5                                 $352,780.79                          STANDARD
48430                      $353,100.00                         PRIMARY RESIDENCE                    N

530523307                  09/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 59.25                               $2,194.32                            09/01/2002
MI                         6.875                               $312,835.95                          STANDARD

48322                      $314,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

530543107                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 57.534                              $2,689.31                            09/01/2002
CA                         6.625                               $419,629.44                          SELECT

90275                      $420,000.00                         PRIMARY RESIDENCE                    N
530543206                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 79.246                              $2,166.90                            09/01/2002

CA                         7                                   $325,433.02                          STREAMLINE
90230                      $325,700.00                         PRIMARY RESIDENCE                    N
530547207                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/15/2002                 42.52                               $2,432.25                            10/01/2002
CA                         6.75                                $374,677.13                          SELECT
91377                      $375,000.00                         PRIMARY RESIDENCE                    N

530599109                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/09/2002                 80                                  $2,412.79                            10/01/2002
MA                         6.75                                $372,000.00                          STANDARD

01950                      $372,000.00                         PRIMARY RESIDENCE                    N
530609007                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 42.49                               $2,527.66                            10/01/2002

MI                         6.625                               $335,700.00                          SELECT
48306                      $335,700.00                         PRIMARY RESIDENCE                    N
530625904                  10/01/2002                          PUD                                  PURCHASE

08/30/2002                 80                                  $2,571.24                            09/01/2002
FL                         6.25                                $417,203.76                          RELOCATION
32233                      $417,600.00                         PRIMARY RESIDENCE                    N

530644905                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 58.746                              $2,241.09                            09/01/2002
CA                         6.625                               $349,691.20                          SELECT

92648                      $350,000.00                         PRIMARY RESIDENCE                    N
530732007                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 51.33                               $2,433.47                            10/01/2002

MA                         6.5                                 $384,651.95                          STANDARD
02646                      $385,000.00                         PRIMARY RESIDENCE                    N
530749308                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/13/2002                 70.69                               $2,774.06                            09/01/2002
MI                         6.75                                $427,305.75                          STANDARD
48084                      $427,700.00                         PRIMARY RESIDENCE                    N

530752302                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/09/2002                 70                                  $3,273.48                            10/01/2002
IL                         6.75                                $504,700.00                          STANDARD

60618                      $504,700.00                         PRIMARY RESIDENCE                    N
530756709                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 51.56                               $2,929.91                            10/01/2002

CA                         6.875                               $444,555.21                          STANDARD
90291                      $446,000.00                         PRIMARY RESIDENCE                    N
530783802                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/31/2002                 70                                  $4,741.03                            09/01/2002
CT                         6.25                                $768,534.97                          RELOCATION
06870                      $770,000.00                         PRIMARY RESIDENCE                    N

530783901                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 80                                  $1,931.51                            10/01/2002
PA                         6.375                               $309,313.24                          RELOCATION

15090                      $309,600.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

530793702                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 53.115                              $3,071.86                            10/01/2002
MI                         6.5                                 $485,560.64                          SELECT

48167                      $486,000.00                         PRIMARY RESIDENCE                    N
530795806                  10/01/2002                          PUD                                  PURCHASE
08/15/2002                 80                                  $5,295.17                            10/01/2002

CA                         6.25                                $859,184.00                          RELOCATION
91361                      $860,000.00                         PRIMARY RESIDENCE                    N
530891209                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 69.44                               $2,370.26                            10/01/2002
IL                         6.5                                 $374,660.99                          STANDARD
60045                      $375,000.00                         PRIMARY RESIDENCE                    N

530953702                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 77.136                              $2,229.62                            09/01/2002
MI                         6.875                               $339,114.86                          SELECT

48383                      $339,400.00                         PRIMARY RESIDENCE                    N
530964709                  10/01/2002                          PUD                                  PURCHASE
08/16/2002                 75                                  $4,586.23                            10/01/2002

DE                         6.625                               $715,618.07                          STANDARD
19807                      $716,250.00                         PRIMARY RESIDENCE                    N
530966506                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/06/2002                 65.69                               $1,981.66                            10/01/2002
MI                         5.875                               $334,658.44                          SELECT
48348                      $335,000.00                         PRIMARY RESIDENCE                    N

530971704                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 70.47                               $2,850.63                            09/01/2002
NJ                         6.5                                 $450,592.29                          STANDARD

07601                      $451,000.00                         PRIMARY RESIDENCE                    N
530993302                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/16/2002                 80                                  $2,578.84                            09/01/2002

OH                         6.5                                 $407,631.16                          SELECT
44116                      $408,000.00                         PRIMARY RESIDENCE                    N
530996206                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/24/2002                 80                                  $4,204.35                            09/01/2002
NC                         6.875                               $638,921.55                          STANDARD
27949                      $640,000.00                         SECOND HOME                          N

530999408                  10/01/2002                          PUD                                  PURCHASE
08/26/2002                 72.42                               $4,162.03                            09/01/2002
IN                         6.625                               $649,426.51                          STANDARD

46055                      $650,000.00                         PRIMARY RESIDENCE                    N
531017200                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/22/2002                 76.222                              $2,586.22                            09/01/2002

CO                         6.625                               $403,543.64                          STREAMLINE
80482                      $403,900.00                         SECOND HOME                          N
531019107                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 64.72                               $2,528.28                            10/01/2002
CA                         6.5                                 $399,638.39                          STATED INCOME
95401                      $400,000.00                         PRIMARY RESIDENCE                    N

531024909                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 70.45                               $3,426.87                            09/01/2002
MI                         6.75                                $527,895.10                          SELECT

48301                      $528,350.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

531034205                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 70                                  $3,316.82                            10/01/2002
MI                         6.625                               $518,000.00                          STANDARD

48363                      $518,000.00                         PRIMARY RESIDENCE                    N
531039303                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 61.67                               $2,813.35                            09/01/2002

MI                         6.75                                $369,231.25                          STANDARD
48306                      $370,000.00                         PRIMARY RESIDENCE                    N
531047108                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/30/2002                 80                                  $2,705.26                            09/01/2002
NJ                         6.5                                 $427,613.07                          STANDARD
07746                      $428,000.00                         PRIMARY RESIDENCE                    N

531055101                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/17/2002                 80                                  $2,663.70                            10/01/2002
NJ                         6.625                               $416,000.00                          STANDARD

07410                      $416,000.00                         PRIMARY RESIDENCE                    N
531074904                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 67.31                               $3,828.76                            09/01/2002

HI                         6.5                                 $605,202.39                          STREAMLINE
96816                      $605,750.00                         PRIMARY RESIDENCE                    N
531087401                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/23/2002                 80                                  $3,640.72                            10/01/2002
CT                         6.5                                 $575,479.28                          SELECT
06378                      $576,000.00                         PRIMARY RESIDENCE                    N

531095305                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/03/2002                 80                                  $2,521.11                            10/01/2002
MI                         6                                   $420,500.00                          RELOCATION

48348                      $420,500.00                         PRIMARY RESIDENCE                    N
531119808                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 57.01                               $3,135.06                            09/01/2002

CA                         6.5                                 $495,551.61                          STANDARD
95020                      $496,000.00                         PRIMARY RESIDENCE                    N
531131100                  10/01/2002                          SINGLE FAMILY                        REFINANCE

09/05/2002                 56.14                               $2,516.43                            09/01/2002
CA                         6.625                               $392,653.26                          STANDARD
90275                      $393,000.00                         PRIMARY RESIDENCE                    N

531150506                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 80                                  $3,094.40                            10/01/2002
MI                         6.375                               $495,540.60                          STANDARD

48304                      $496,000.00                         PRIMARY RESIDENCE                    N
531193506                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 80                                  $2,125.84                            10/01/2002

FL                         6.625                               $332,000.00                          STREAMLINE
33037                      $332,000.00                         SECOND HOME                          N
531199909                  11/01/2002                          PUD                                  REFINANCE

09/17/2002                 52.51                               $2,554.18                            10/01/2002
MI                         6.75                                $393,800.00                          STANDARD
49090                      $393,800.00                         SECOND HOME                          N

531222008                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/24/2002                 68.97                               $3,841.87                            10/01/2002
CA                         6.625                               $600,000.00                          SELECT

90274                      $600,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

531227809                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 42.553                              $2,043.56                            10/01/2002
NJ                         6.625                               $318,868.41                          SELECT

07926                      $319,150.00                         PRIMARY RESIDENCE                    N
531242303                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 80                                  $2,345.34                            09/01/2002

IL                         6.75                                $361,288.66                          STANDARD
60046                      $361,600.00                         PRIMARY RESIDENCE                    N
531280907                  10/01/2002                          PUD                                  PURCHASE

08/29/2002                 80                                  $3,389.76                            09/01/2002
NV                         6.875                               $515,566.49                          STANDARD
89411                      $516,000.00                         PRIMARY RESIDENCE                    N

531286706                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/12/2002                 70.87                               $2,307.05                            10/01/2002
MD                         6.5                                 $365,000.00                          SELECT

20878                      $365,000.00                         PRIMARY RESIDENCE                    N
531289304                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 70                                  $4,101.20                            10/01/2002

MI                         6.625                               $639,934.89                          STANDARD
48167                      $640,500.00                         PRIMARY RESIDENCE                    N
531301406                  10/01/2002                          SINGLE FAMILY                        REFINANCE

09/05/2002                 46.53                               $1,995.44                            09/01/2002
CA                         6.5                                 $308,123.38                          STANDARD
92649                      $315,700.00                         PRIMARY RESIDENCE                    N

531323509                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 68.94                               $5,186.84                            09/01/2002
MI                         6.625                               $808,522.15                          STANDARD

48009                      $810,050.00                         PRIMARY RESIDENCE                    N
531329209                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 79.81                               $2,717.63                            09/01/2002

CA                         6.75                                $418,639.25                          STANDARD
90505                      $419,000.00                         PRIMARY RESIDENCE                    N
531331908                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/23/2002                 71.62                               $2,063.73                            09/01/2002
IL                         6.625                               $322,015.63                          STANDARD
60101                      $322,300.00                         PRIMARY RESIDENCE                    N

531337806                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 51.28                               $1,945.80                            09/01/2002
PA                         6.75                                $299,741.70                          STATED INCOME

18950                      $300,000.00                         PRIMARY RESIDENCE                    N
531348308                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 75.17                               $3,040.88                            10/01/2002

TX                         6.5                                 $481,100.00                          STANDARD
75214                      $481,100.00                         PRIMARY RESIDENCE                    N
531357804                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/29/2002                 75                                  $4,061.85                            09/01/2002
HI                         6.75                                $625,710.81                          STANDARD
96821                      $626,250.00                         PRIMARY RESIDENCE                    N

531359909                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 66.095                              $2,250.64                            09/01/2002
NJ                         6.75                                $346,471.24                          STREAMLINE

08742                      $347,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

531368702                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 45.303                              $2,233.13                            10/01/2002
NC                         6.75                                $343,236.69                          STREAMLINE

27707                      $344,300.00                         PRIMARY RESIDENCE                    N
531375509                  10/01/2002                          PUD                                  REFINANCE
08/22/2002                 67.26                               $4,091.27                            09/01/2002

FL                         6.625                               $638,386.27                          STANDARD
33477                      $638,950.00                         PRIMARY RESIDENCE                    N
531379006                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/04/2002                 69.55                               $2,449.19                            10/01/2002
MI                         6.625                               $382,500.00                          STANDARD
48380                      $382,500.00                         PRIMARY RESIDENCE                    N

531389906                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 61.68                               $4,659.60                            09/01/2002
CO                         6.875                               $708,704.10                          STREAMLINE

80424                      $709,300.00                         SECOND HOME                          N
531398907                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 67.82                               $2,808.51                            10/01/2002

MI                         6.625                               $372,159.27                          SELECT
49686                      $373,000.00                         SECOND HOME                          N
531418705                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/20/2002                 56.19                               $2,788.00                            10/01/2002
CA                         6.75                                $429,850.00                          STANDARD
90048                      $429,850.00                         PRIMARY RESIDENCE                    N

531420909                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 69.84                               $2,638.03                            09/01/2002
MI                         6                                   $439,561.97                          STANDARD

48230                      $440,000.00                         PRIMARY RESIDENCE                    N
531426500                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 67.22                               $3,627.29                            10/01/2002

NJ                         6                                   $605,000.00                          STANDARD
07632                      $605,000.00                         PRIMARY RESIDENCE                    N
531432904                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/29/2002                 80                                  $1,946.77                            09/01/2002
MA                         6.5                                 $307,721.56                          STANDARD
01757                      $308,000.00                         PRIMARY RESIDENCE                    N

531443703                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 42.15                               $2,085.83                            10/01/2002
IL                         6.5                                 $330,000.00                          STANDARD

60048                      $330,000.00                         PRIMARY RESIDENCE                    N
531451201                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 76.74                               $2,090.44                            09/01/2002

CA                         6.75                                $322,022.50                          STANDARD
95003                      $322,300.00                         PRIMARY RESIDENCE                    N
531483907                  11/01/2002                          PUD                                  REFINANCE

09/03/2002                 79.73                               $2,773.11                            10/01/2002
TX                         6.375                               $444,500.00                          STANDARD
77450                      $444,500.00                         PRIMARY RESIDENCE                    N

531498905                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 76.183                              $1,974.27                            10/01/2002
NJ                         6.5                                 $312,067.63                          STREAMLINE

08550                      $312,350.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

531511707                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 41.83                               $2,490.35                            09/01/2002
MI                         6.5                                 $393,643.82                          SELECT

48304                      $394,000.00                         PRIMARY RESIDENCE                    N
531515302                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 79.461                              $2,452.40                            09/01/2002

IL                         6.625                               $382,662.08                          STREAMLINE
60564                      $383,000.00                         PRIMARY RESIDENCE                    N
531523207                  10/01/2002                          PUD                                  REFINANCE

08/21/2002                 74.7                                $2,010.66                            09/01/2002
CA                         6.75                                $309,733.09                          STANDARD
92692                      $310,000.00                         PRIMARY RESIDENCE                    N

531526804                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/09/2002                 79.65                               $3,322.05                            10/01/2002
ID                         6.375                               $450,000.00                          SELECT

83814                      $450,000.00                         PRIMARY RESIDENCE                    N
531530707                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 76.92                               $2,241.09                            10/01/2002

NJ                         6.625                               $349,691.20                          STANDARD
07039                      $350,000.00                         PRIMARY RESIDENCE                    N
531553709                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 73.59                               $1,978.57                            09/01/2002
MI                         6.625                               $308,727.37                          SELECT
48096                      $309,000.00                         PRIMARY RESIDENCE                    N

531566107                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 63.75                               $3,443.56                            09/01/2002
IL                         6.5                                 $509,318.94                          STANDARD

60093                      $510,000.00                         PRIMARY RESIDENCE                    N
531575009                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 65.04                               $2,528.28                            10/01/2002

MI                         6.5                                 $400,000.00                          SELECT
48328                      $400,000.00                         PRIMARY RESIDENCE                    N
531580405                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/14/2002                 80                                  $2,105.88                            09/01/2002
TX                         5.875                               $355,637.04                          RELOCATION
76034                      $356,000.00                         PRIMARY RESIDENCE                    N

531586709                  10/01/2002                          PUD                                  PURCHASE
08/30/2002                 79.99                               $2,222.36                            09/01/2002
NC                         6.5                                 $351,282.14                          STANDARD

28409                      $351,600.00                         PRIMARY RESIDENCE                    N
531595908                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 68.77                               $3,091.21                            10/01/2002

WA                         6.25                                $501,573.63                          SELECT
99337                      $502,050.00                         PRIMARY RESIDENCE                    N
531605608                  10/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 50.53                               $3,337.64                            09/01/2002
MI                         6.5                                 $527,572.63                          SELECT
48302                      $528,050.00                         PRIMARY RESIDENCE                    N

531615805                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 52.82                               $2,370.26                            09/01/2002
PA                         6.5                                 $374,660.99                          STANDARD

18938                      $375,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

531617900                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 55.47                               $2,396.99                            10/01/2002
NJ                         6.5                                 $352,525.93                          STANDARD

07090                      $355,000.00                         PRIMARY RESIDENCE                    N
531621001                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 74.53                               $2,237.53                            09/01/2002

IN                         6.5                                 $353,679.97                          STANDARD
46814                      $354,000.00                         PRIMARY RESIDENCE                    N
531624609                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/23/2002                 80                                  $3,312.02                            10/01/2002
MA                         5.875                               $559,329.16                          RELOCATION
01776                      $559,900.00                         PRIMARY RESIDENCE                    N

531634905                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 70.546                              $2,162.63                            09/01/2002
CA                         6.5                                 $341,703.31                          STREAMLINE

91901                      $342,150.00                         PRIMARY RESIDENCE                    N
531637700                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 79.825                              $2,589.64                            10/01/2002

IL                         6.375                               $414,697.18                          STREAMLINE
60514                      $415,092.00                         PRIMARY RESIDENCE                    N
531642403                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/23/2002                 63.28                               $2,196.27                            09/01/2002
IL                         6.625                               $342,697.38                          STANDARD
60045                      $343,000.00                         PRIMARY RESIDENCE                    N

531643609                  09/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 66.306                              $2,292.64                            09/01/2002
IL                         6.625                               $357,416.44                          STREAMLINE

60013                      $358,050.00                         PRIMARY RESIDENCE                    N
531661205                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/05/2002                 80                                  $2,528.28                            11/01/2002

MI                         6.5                                 $399,928.67                          SELECT
48360                      $400,000.00                         PRIMARY RESIDENCE                    N
531682706                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/30/2002                 90                                  $2,073.97                            10/01/2002
NJ                         6.625                               $323,614.23                          STANDARD
08751                      $323,900.00                         SECOND HOME                          N

531686905                  10/01/2002                          PUD                                  PURCHASE
08/14/2002                 79.8                                $4,496.63                            10/01/2002
MI                         6                                   $749,253.37                          SUPER SELECT

48306                      $750,000.00                         PRIMARY RESIDENCE                    N
531696409                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 26.843                              $2,762.14                            09/01/2002

PA                         6.5                                 $436,604.94                          STREAMLINE
18938                      $437,000.00                         PRIMARY RESIDENCE                    N
531696607                  10/01/2002                          PUD                                  REFINANCE

08/27/2002                 79.23                               $2,083.30                            10/01/2002
CO                         6.5                                 $329,302.03                          STANDARD
80106                      $329,600.00                         PRIMARY RESIDENCE                    N

531729705                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 66.05                               $1,748.75                            10/01/2002
MA                         6.875                               $265,976.35                          STATED INCOME

01453                      $266,200.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

531734309                  10/01/2002                          SINGLE FAMILY                        PURCHASE
09/05/2002                 56.67                               $5,302.90                            09/01/2002
CA                         6.375                               $833,090.22                          SELECT

93420                      $850,000.00                         PRIMARY RESIDENCE                    N
531738607                  11/01/2002                          PUD                                  PURCHASE
09/09/2002                 80                                  $3,244.67                            10/01/2002

TX                         5.75                                $556,000.00                          RELOCATION
78735                      $556,000.00                         PRIMARY RESIDENCE                    N
531777209                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 66.129                              $3,619.70                            09/01/2002
MD                         6.375                               $579,662.61                          STREAMLINE
20854                      $580,200.00                         PRIMARY RESIDENCE                    N

531791200                  10/01/2002                          PUD                                  REFINANCE
09/09/2002                 74.56                               $2,992.53                            09/01/2002
CA                         6.5                                 $473,021.99                          SELECT

92694                      $473,450.00                         PRIMARY RESIDENCE                    N
531798809                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 68.08                               $2,548.51                            10/01/2002

PA                         6.375                               $408,500.00                          SELECT
19002                      $408,500.00                         PRIMARY RESIDENCE                    N
531803500                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 75                                  $3,743.22                            10/01/2002
MA                         6.375                               $599,444.28                          STANDARD
02476                      $600,000.00                         PRIMARY RESIDENCE                    N

531810000                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 40.17                               $2,361.41                            09/01/2002
MA                         6.5                                 $373,262.26                          SELECT

02173                      $373,600.00                         PRIMARY RESIDENCE                    N
531847903                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/21/2002                 80                                  $2,379.14                            09/01/2002

CA                         6.25                                $386,033.36                          STANDARD
91001                      $386,400.00                         PRIMARY RESIDENCE                    N
531857100                  10/01/2002                          CONDOMINIUM                          REFINANCE

09/16/2002                 68.9                                $2,579.48                            09/01/2002
MI                         6.75                                $397,357.58                          SELECT
48116                      $397,700.00                         PRIMARY RESIDENCE                    N

531859106                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 74.88                               $2,958.08                            09/01/2002
MI                         6.5                                 $467,576.92                          STANDARD

48167                      $468,000.00                         PRIMARY RESIDENCE                    N
531870509                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 73.333                              $3,476.38                            09/01/2002

CT                         6.5                                 $549,502.79                          STREAMLINE
06460                      $550,000.00                         PRIMARY RESIDENCE                    N
531874600                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/22/2002                 80                                  $2,528.28                            10/01/2002
CA                         6.5                                 $399,633.39                          STANDARD
95687                      $400,000.00                         PRIMARY RESIDENCE                    N

531876209                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/19/2002                 63.19                               $2,418.30                            10/01/2002
MI                         6.75                                $372,850.00                          SELECT

48302                      $372,850.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

531877306                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 53.48                               $3,786.67                            09/01/2002
NJ                         6.25                                $614,416.45                          STANDARD

08540                      $615,000.00                         PRIMARY RESIDENCE                    N
531879401                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 79.398                              $3,166.67                            10/01/2002

CT                         6.5                                 $500,213.00                          STREAMLINE
06477                      $501,000.00                         PRIMARY RESIDENCE                    N
531894608                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/22/2002                 67.94                               $2,465.07                            09/01/2002
NJ                         6.5                                 $389,647.43                          STANDARD
08831                      $390,000.00                         PRIMARY RESIDENCE                    N

531909307                  10/01/2002                          PUD                                  PURCHASE
08/07/2002                 77.11                               $1,918.57                            09/01/2002
OK                         6                                   $319,681.43                          RELOCATION

74011                      $320,000.00                         PRIMARY RESIDENCE                    N
531924009                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 76.72                               $2,812.71                            09/01/2002

IL                         6.5                                 $444,597.71                          STANDARD
60625                      $445,000.00                         PRIMARY RESIDENCE                    N
531930204                  11/01/2002                          2-4 FAMILY                           REFINANCE

09/06/2002                 72.7                                $2,607.78                            10/01/2002
NY                         6.375                               $418,000.00                          STANDARD
10307                      $418,000.00                         PRIMARY RESIDENCE                    N

531934305                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/22/2002                 80                                  $2,100.87                            10/01/2002
NJ                         5.75                                $359,624.13                          RELOCATION

08801                      $360,000.00                         PRIMARY RESIDENCE                    N
531938603                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 61.73                               $3,243.00                            10/01/2002

MI                         6.75                                $500,000.00                          STANDARD
48304                      $500,000.00                         PRIMARY RESIDENCE                    N
531953305                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/09/2002                 55.7                                $3,520.62                            10/01/2002
PA                         6.5                                 $557,000.00                          SELECT
18940                      $557,000.00                         PRIMARY RESIDENCE                    N

531968600                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 52.31                               $2,177.06                            10/01/2002
IL                         6.625                               $339,700.02                          STANDARD

60091                      $340,000.00                         PRIMARY RESIDENCE                    N
531972909                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 64.654                              $2,362.04                            10/01/2002

CA                         6.5                                 $373,045.76                          SELECT
93111                      $373,700.00                         PRIMARY RESIDENCE                    N
531979201                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/23/2002                 75.01                               $2,338.25                            10/01/2002
NH                         6                                   $389,411.75                          STANDARD
03110                      $390,000.00                         PRIMARY RESIDENCE                    N

531979607                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/15/2002                 80                                  $2,177.18                            10/01/2002
ME                         6.25                                $353,219.30                          STANDARD

03903                      $353,600.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

531984508                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/27/2002                 75                                  $2,607.29                            10/01/2002
NY                         6.5                                 $412,500.00                          STANDARD

10956                      $412,500.00                         PRIMARY RESIDENCE                    N
531985901                  10/01/2002                          PUD                                  PURCHASE
08/30/2002                 70                                  $5,495.28                            09/01/2002

CO                         6.25                                $891,653.16                          SELECT
80904                      $892,500.00                         PRIMARY RESIDENCE                    N
531994002                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 62.943                              $2,821.22                            09/01/2002
CA                         6.625                               $440,211.26                          STREAMLINE
93401                      $440,600.00                         PRIMARY RESIDENCE                    N

532002706                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/26/2002                 75                                  $2,085.83                            10/01/2002
MA                         6.5                                 $330,000.00                          STANDARD

01945                      $330,000.00                         PRIMARY RESIDENCE                    N
532010600                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/11/2002                 30.34                               $2,781.10                            10/01/2002

NJ                         6.5                                 $440,000.00                          STANDARD
07670                      $440,000.00                         PRIMARY RESIDENCE                    N
532019304                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/30/2002                 75                                  $2,069.33                            10/01/2002
MI                         6.875                               $315,000.00                          STANDARD
48820                      $315,000.00                         PRIMARY RESIDENCE                    N

532023207                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/23/2002                 65                                  $4,724.71                            10/01/2002
NJ                         6.5                                 $747,500.00                          STANDARD

07417                      $747,500.00                         PRIMARY RESIDENCE                    N
532054103                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 61.94                               $2,152.36                            10/01/2002

WA                         6.375                               $345,000.00                          STANDARD
98122                      $345,000.00                         PRIMARY RESIDENCE                    N
532058708                  11/01/2002                          PUD                                  REFINANCE

09/16/2002                 76.21                               $2,102.83                            10/01/2002
AZ                         6.875                               $320,100.00                          STANDARD
85248                      $320,100.00                         PRIMARY RESIDENCE                    N

532072501                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 57.6                                $3,243.00                            09/01/2002
MA                         6.75                                $499,569.50                          STANDARD

01890                      $500,000.00                         PRIMARY RESIDENCE                    N
532077807                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 53.447                              $2,908.94                            09/01/2002

CO                         6.625                               $453,899.17                          STREAMLINE
80124                      $454,300.00                         PRIMARY RESIDENCE                    N
532078409                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/13/2002                 51.791                              $2,279.55                            10/01/2002
CA                         6.875                               $347,000.00                          STREAMLINE
94502                      $347,000.00                         PRIMARY RESIDENCE                    N

532082005                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/23/2002                 80                                  $2,907.52                            10/01/2002
NJ                         6.5                                 $460,000.00                          STANDARD

07746                      $460,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

532095403                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 68.128                              $2,797.21                            10/01/2002
CO                         6.875                               $425,442.27                          SELECT

80127                      $425,800.00                         PRIMARY RESIDENCE                    N
532118007                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 77.727                              $2,702.10                            09/01/2002

TX                         6.5                                 $426,682.57                          STREAMLINE
78132                      $427,500.00                         PRIMARY RESIDENCE                    N
532118908                  10/01/2002                          PUD                                  PURCHASE

08/27/2002                 75                                  $4,490.19                            10/01/2002
CA                         6.625                               $700,406.78                          SELECT
94550                      $701,250.00                         PRIMARY RESIDENCE                    N

532119500                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 80                                  $2,357.53                            10/01/2002
NC                         6.125                               $387,622.89                          RELOCATION

27601                      $388,000.00                         PRIMARY RESIDENCE                    N
532127701                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 72.52                               $2,089.66                            10/01/2002

CT                         6.625                               $326,350.00                          STANDARD
06883                      $326,350.00                         PRIMARY RESIDENCE                    N
532131406                  10/01/2002                          PUD                                  PURCHASE

08/23/2002                 80                                  $2,863.05                            09/01/2002
NJ                         5.875                               $483,506.53                          STANDARD
07871                      $484,000.00                         PRIMARY RESIDENCE                    N

532144805                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 79.619                              $2,676.50                            10/01/2002
FL                         6.625                               $417,336.68                          SELECT

34275                      $418,000.00                         PRIMARY RESIDENCE                    N
532147006                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/12/2002                 61.43                               $2,213.19                            10/01/2002

MI                         6.5                                 $350,150.00                          STANDARD
48323                      $350,150.00                         PRIMARY RESIDENCE                    N
532166303                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/24/2002                 78.95                               $2,370.26                            10/01/2002
IL                         6.5                                 $375,000.00                          STANDARD
60025                      $375,000.00                         PRIMARY RESIDENCE                    N

532183209                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 40                                  $3,201.56                            10/01/2002
GA                         6.625                               $499,558.86                          SELECT

30642                      $500,000.00                         PRIMARY RESIDENCE                    N
532201001                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/30/2002                 42.89                               $2,445.75                            09/01/2002

IL                         6.875                               $371,987.22                          STANDARD
60611                      $372,300.00                         PRIMARY RESIDENCE                    N
532213501                  11/01/2002                          PUD                                  REFINANCE

09/09/2002                 72.14                               $2,092.54                            10/01/2002
TX                         6.625                               $326,800.00                          STANDARD
75093                      $326,800.00                         PRIMARY RESIDENCE                    N

532230208                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 76.271                              $2,479.36                            09/01/2002
CO                         6.125                               $407,632.76                          STREAMLINE

80211                      $408,050.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

532246204                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 73.682                              $2,293.93                            10/01/2002
IL                         6.75                                $353,675.00                          STREAMLINE

60126                      $353,675.00                         PRIMARY RESIDENCE                    N
532251303                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 78.196                              $2,767.83                            10/01/2002

PA                         6.5                                 $437,900.00                          STREAMLINE
19073                      $437,900.00                         PRIMARY RESIDENCE                    N
532255809                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/19/2002                 77.26                               $2,467.39                            10/01/2002
NJ                         6.75                                $324,500.00                          STANDARD
08807                      $324,500.00                         PRIMARY RESIDENCE                    N

532283207                  11/01/2002                          PUD                                  REFINANCE
09/27/2002                 65                                  $6,471.39                            10/01/2002
CA                         6.75                                $997,750.00                          STANDARD

92625                      $997,750.00                         PRIMARY RESIDENCE                    N
532329604                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/11/2002                 64.77                               $3,326.52                            10/01/2002

MA                         7                                   $500,000.00                          STANDARD
02420                      $500,000.00                         PRIMARY RESIDENCE                    N
532341708                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/11/2002                 79.27                               $2,340.66                            10/01/2002
DE                         6.625                               $365,550.00                          STREAMLINE
19707                      $365,550.00                         PRIMARY RESIDENCE                    N

532349305                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 75                                  $2,749.50                            09/01/2002
CO                         6.5                                 $434,606.75                          STANDARD

80503                      $435,000.00                         PRIMARY RESIDENCE                    N
532356102                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 67.92                               $2,196.27                            10/01/2002

NJ                         6.625                               $342,697.38                          STANDARD
07401                      $343,000.00                         PRIMARY RESIDENCE                    N
532385101                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/12/2002                 75.76                               $2,070.39                            10/01/2002
CA                         5.875                               $350,000.00                          RELOCATION
92025                      $350,000.00                         PRIMARY RESIDENCE                    N

532385903                  10/01/2002                          PUD                                  REFINANCE
08/22/2002                 69.06                               $2,618.98                            09/01/2002
TX                         6.5                                 $413,975.42                          STANDARD

78730                      $414,350.00                         PRIMARY RESIDENCE                    N
532401908                  11/01/2002                          PUD                                  REFINANCE
09/11/2002                 77.08                               $2,499.70                            10/01/2002

PA                         6.75                                $385,400.00                          STANDARD
19342                      $385,400.00                         PRIMARY RESIDENCE                    N
532458601                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/07/2002                 70.9                                $2,924.66                            09/01/2002
RI                         6.25                                $473,971.35                          RELOCATION
02818                      $475,000.00                         PRIMARY RESIDENCE                    N

532479102                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/19/2002                 80                                  $2,412.79                            10/01/2002
IL                         6.75                                $372,000.00                          STANDARD

60091                      $372,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

532562808                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/20/2002                 68.45                               $2,163.26                            10/01/2002
CA                         6.5                                 $342,250.00                          SELECT

92672                      $342,250.00                         PRIMARY RESIDENCE                    N
532563202                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 77.78                               $2,183.55                            09/01/2002

MI                         6.375                               $349,675.83                          STANDARD
48188                      $350,000.00                         PRIMARY RESIDENCE                    N
532575602                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/16/2002                 78.664                              $2,809.23                            10/01/2002
IN                         6.5                                 $444,450.00                          SELECT
46783                      $444,450.00                         PRIMARY RESIDENCE                    N

532588506                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 68                                  $3,223.55                            10/01/2002
IL                         6.5                                 $510,000.00                          STANDARD

60015                      $510,000.00                         PRIMARY RESIDENCE                    N
532605508                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 54.29                               $2,537.56                            09/01/2002

CT                         6.625                               $395,950.35                          SELECT
06029                      $396,300.00                         PRIMARY RESIDENCE                    N
532607900                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/17/2002                 65.27                               $2,298.72                            10/01/2002
NJ                         6.625                               $359,000.00                          STREAMLINE
08022                      $359,000.00                         PRIMARY RESIDENCE                    N

532608502                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/27/2002                 80                                  $3,059.21                            10/01/2002
NY                         6.5                                 $484,000.00                          STANDARD

11771                      $484,000.00                         PRIMARY RESIDENCE                    N
532619004                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/23/2002                 55.94                               $2,865.73                            10/01/2002

CA                         6                                   $400,000.00                          SELECT
92130                      $400,000.00                         PRIMARY RESIDENCE                    N
532641800                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/26/2002                 80                                  $2,477.71                            10/01/2002
CA                         6.5                                 $392,000.00                          STANDARD
94598                      $392,000.00                         PRIMARY RESIDENCE                    N

532679305                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 66.94                               $2,871.80                            09/01/2002
CA                         6.625                               $448,104.29                          STANDARD

91604                      $448,500.00                         PRIMARY RESIDENCE                    N
532681202                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/16/2002                 80                                  $1,972.06                            10/01/2002

VA                         6.5                                 $312,000.00                          STANDARD
23220                      $312,000.00                         PRIMARY RESIDENCE                    N
532708005                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/12/2002                 72.57                               $3,343.64                            10/01/2002
CA                         6.5                                 $529,000.00                          STANDARD
90274                      $529,000.00                         PRIMARY RESIDENCE                    N

532716503                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 68.25                               $2,351.46                            10/01/2002
MN                         6.125                               $386,623.85                          RELOCATION

55347                      $387,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

532725306                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/11/2002                 77.75                               $2,089.97                            10/01/2002
CA                         6.375                               $335,000.00                          STANDARD

91390                      $335,000.00                         PRIMARY RESIDENCE                    N
532748506                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/20/2002                 79.71                               $2,411.89                            10/01/2002

OR                         6.375                               $386,600.00                          STANDARD
97006                      $386,600.00                         PRIMARY RESIDENCE                    N
532749306                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/19/2002                 69.02                               $2,013.16                            10/01/2002
IN                         6.875                               $306,450.00                          SELECT
46033                      $306,450.00                         PRIMARY RESIDENCE                    N

532751302                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/17/2002                 76.19                               $2,495.48                            10/01/2002
MA                         6.375                               $400,000.00                          STANDARD

02661                      $400,000.00                         SECOND HOME                          N
532761202                  11/01/2002                          CONDOMINIUM                          PURCHASE
09/11/2002                 79.78                               $909.25                              10/01/2002

TN                         6.625                               $142,000.00                          STATED INCOME
37221                      $142,000.00                         PRIMARY RESIDENCE                    N
532776101                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/20/2002                 80                                  $2,343.71                            10/01/2002
MA                         6.5                                 $370,800.00                          STANDARD
02760                      $370,800.00                         PRIMARY RESIDENCE                    N

532788809                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/21/2002                 66.67                               $2,164.26                            10/01/2002
KY                         6.625                               $338,000.00                          STREAMLINE

40207                      $338,000.00                         PRIMARY RESIDENCE                    N
532809407                  10/01/2002                          PUD                                  PURCHASE
08/27/2002                 80                                  $2,123.75                            10/01/2002

NV                         6.5                                 $335,696.25                          STANDARD
89134                      $336,000.00                         SECOND HOME                          N
532824406                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/09/2002                 80                                  $2,538.39                            10/01/2002
MA                         6.5                                 $401,600.00                          STANDARD
01950                      $401,600.00                         PRIMARY RESIDENCE                    N

532854205                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 62.5                                $2,370.26                            10/01/2002
CA                         6.5                                 $375,000.00                          STANDARD

94588                      $375,000.00                         PRIMARY RESIDENCE                    N
532879202                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 80                                  $3,668.36                            10/01/2002

CA                         6.375                               $587,455.39                          STANDARD
90292                      $588,000.00                         PRIMARY RESIDENCE                    N
532931300                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/19/2002                 80                                  $3,645.05                            10/01/2002
NJ                         6.25                                $592,000.00                          STANDARD
07090                      $592,000.00                         PRIMARY RESIDENCE                    N

532971801                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 78.125                              $4,001.95                            09/01/2002
CT                         6.625                               $624,448.57                          STREAMLINE

06071                      $625,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

532982006                  10/01/2002                          PUD                                  REFINANCE
09/16/2002                 78.13                               $2,345.61                            09/01/2002
CA                         6.5                                 $370,764.52                          STANDARD

91326                      $371,100.00                         PRIMARY RESIDENCE                    N
532982907                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 74.42                               $2,022.62                            09/01/2002

TX                         6.5                                 $319,710.71                          STANDARD
78209                      $320,000.00                         PRIMARY RESIDENCE                    N
532983400                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/26/2002                 35.15                               $2,813.22                            10/01/2002
CA                         6.25                                $456,900.00                          STANDARD
90046                      $456,900.00                         PRIMARY RESIDENCE                    N

532998002                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/19/2002                 33.08                               $3,301.60                            10/01/2002
ME                         6.875                               $430,000.00                          STANDARD

03905                      $430,000.00                         PRIMARY RESIDENCE                    N
533000204                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 80                                  $2,077.52                            10/01/2002

IA                         5.75                                $355,628.31                          RELOCATION
50125                      $356,000.00                         PRIMARY RESIDENCE                    N
533004305                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/20/2002                 73.55                               $3,602.79                            10/01/2002
CO                         6.5                                 $569,484.71                          STANDARD
80513                      $570,000.00                         PRIMARY RESIDENCE                    N

533051207                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/06/2002                 80                                  $2,478.57                            10/01/2002
MA                         6.125                               $407,920.00                          STANDARD

01460                      $407,920.00                         PRIMARY RESIDENCE                    N
533053302                  11/01/2002                          PUD                                  PURCHASE
09/24/2002                 80                                  $2,969.52                            10/01/2002

FL                         5.875                               $502,000.00                          RELOCATION
33327                      $502,000.00                         PRIMARY RESIDENCE                    N
533056206                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/23/2002                 70.5                                $4,233.28                            10/01/2002
FL                         6.5                                 $669,750.00                          SELECT
34681                      $669,750.00                         PRIMARY RESIDENCE                    N

533056800                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 80                                  $2,090.19                            10/01/2002
PA                         6.125                               $343,665.64                          RELOCATION

19002                      $344,000.00                         PRIMARY RESIDENCE                    N
533064101                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/26/2002                 80                                  $2,062.94                            09/01/2002

MI                         5.75                                $353,130.91                          SELECT
48085                      $353,500.00                         PRIMARY RESIDENCE                    N
533077608                  10/01/2002                          PUD                                  PURCHASE

08/30/2002                 77.78                               $2,177.06                            10/01/2002
FL                         6.625                               $338,900.02                          STANDARD
39928                      $340,000.00                         PRIMARY RESIDENCE                    N

533096400                  10/01/2002                          CONDOMINIUM                          PURCHASE
08/28/2002                 71.96                               $2,433.47                            10/01/2002
MA                         6.5                                 $384,651.95                          STANDARD

02460                      $385,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

533105706                  10/01/2002                          PUD                                  PURCHASE
08/29/2002                 80                                  $1,888.19                            09/01/2002
DE                         5.875                               $318,874.56                          RELOCATION

19707                      $319,200.00                         PRIMARY RESIDENCE                    N
533109807                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 80                                  $3,967.82                            09/01/2002

MI                         6.375                               $635,410.93                          STANDARD
48167                      $636,000.00                         PRIMARY RESIDENCE                    N
533110607                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/09/2002                 79.69                               $3,231.65                            10/01/2002
VA                         6.375                               $518,000.00                          STREAMLINE
22102                      $518,000.00                         PRIMARY RESIDENCE                    N

533115705                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 68.97                               $3,201.56                            09/01/2002
MA                         6.625                               $499,558.86                          STANDARD

02460                      $500,000.00                         PRIMARY RESIDENCE                    N
533145504                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 72.07                               $2,738.78                            10/01/2002

IN                         6.75                                $396,400.00                          STREAMLINE
46256                      $396,400.00                         PRIMARY RESIDENCE                    N
533171500                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/03/2002                 59.92                               $3,519.65                            10/01/2002
TX                         5.875                               $595,000.00                          SELECT
75093                      $595,000.00                         PRIMARY RESIDENCE                    N

533191706                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/20/2002                 53.69                               $2,495.48                            10/01/2002
NJ                         6.375                               $400,000.00                          STANDARD

07481                      $400,000.00                         PRIMARY RESIDENCE                    N
533210100                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/24/2002                 66.844                              $2,670.16                            10/01/2002

IL                         6.625                               $402,400.00                          STREAMLINE
60068                      $402,400.00                         PRIMARY RESIDENCE                    N
533244307                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/12/2002                 44.44                               $2,528.28                            10/01/2002
MI                         6.5                                 $400,000.00                          SELECT
48304                      $400,000.00                         PRIMARY RESIDENCE                    N

533257002                  11/01/2002                          PUD                                  REFINANCE
09/19/2002                 61.31                               $3,170.95                            10/01/2002
CA                         6.25                                $515,000.00                          SELECT

92009                      $515,000.00                         PRIMARY RESIDENCE                    N
533268108                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/23/2002                 69.09                               $2,401.86                            10/01/2002

CA                         6.5                                 $380,000.00                          SELECT
92807                      $380,000.00                         PRIMARY RESIDENCE                    N
533306601                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/27/2002                 80                                  $2,123.75                            10/01/2002
WA                         6.5                                 $336,000.00                          SELECT
98026                      $336,000.00                         PRIMARY RESIDENCE                    N

533317103                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/19/2002                 74.7                                $2,495.48                            10/01/2002
CT                         6.375                               $400,000.00                          STREAMLINE

06432                      $400,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

533319901                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 62.12                               $3,361.00                            10/01/2002
MD                         6.625                               $524,900.00                          STANDARD

20816                      $524,900.00                         PRIMARY RESIDENCE                    N
533329207                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/18/2002                 79.948                              $2,860.45                            10/01/2002

NJ                         6.375                               $458,500.00                          STREAMLINE
07059                      $458,500.00                         PRIMARY RESIDENCE                    N
533339800                  11/01/2002                          PUD                                  REFINANCE

09/18/2002                 69.81                               $3,232.52                            10/01/2002
CO                         6.25                                $525,000.00                          STANDARD
80920                      $525,000.00                         PRIMARY RESIDENCE                    N

533352605                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/16/2002                 80                                  $5,276.05                            10/01/2002
TX                         6                                   $880,000.00                          SUPER SELECT

75225                      $880,000.00                         PRIMARY RESIDENCE                    N
533357208                  11/01/2002                          PUD                                  PURCHASE
09/13/2002                 80                                  $2,581.13                            10/01/2002

FL                         6.125                               $424,800.00                          STANDARD
32082                      $424,800.00                         PRIMARY RESIDENCE                    N
533358107                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/28/2002                 80                                  $3,580.81                            09/01/2002
CT                         5.75                                $612,959.36                          RELOCATION
06877                      $613,600.00                         PRIMARY RESIDENCE                    N

533362703                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/16/2002                 80                                  $1,970.30                            10/01/2002
MI                         6.25                                $320,000.00                          RELOCATION

48103                      $320,000.00                         PRIMARY RESIDENCE                    N
533374807                  11/01/2002                          PUD                                  PURCHASE
09/06/2002                 80                                  $2,318.83                            10/01/2002

CA                         5.875                               $392,000.00                          SELECT
91913                      $392,000.00                         PRIMARY RESIDENCE                    N
533393906                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/27/2002                 80                                  $2,315.81                            10/01/2002
MA                         6.375                               $371,200.00                          STANDARD
01775                      $371,200.00                         PRIMARY RESIDENCE                    N

533422903                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/16/2002                 80                                  $2,354.51                            10/01/2002
UT                         6.25                                $382,400.00                          STANDARD

84121                      $382,400.00                         SECOND HOME                          N
533447108                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 59.39                               $2,047.47                            10/01/2002

MI                         6                                   $341,160.03                          STANDARD
48382                      $341,500.00                         PRIMARY RESIDENCE                    N
533645503                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/18/2002                 80                                  $2,679.97                            10/01/2002
CA                         6.5                                 $424,000.00                          STANDARD
91030                      $424,000.00                         PRIMARY RESIDENCE                    N

533830204                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 59.94                               $1,857.47                            10/01/2002
CO                         6.125                               $305,700.00                          STANDARD

80919                      $305,700.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

533847208                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/24/2002                 67.36                               $4,002.17                            10/01/2002
CO                         6.25                                $650,000.00                          STANDARD

81435                      $650,000.00                         SECOND HOME                          N
533855508                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/27/2002                 69.73                               $3,389.76                            10/01/2002

CA                         6.875                               $516,000.00                          STANDARD
93428                      $516,000.00                         SECOND HOME                          N
533911004                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/25/2002                 78.98                               $2,619.52                            10/01/2002
CO                         6.625                               $409,100.00                          STANDARD
80539                      $409,100.00                         PRIMARY RESIDENCE                    N

533927000                  11/01/2002                          PUD                                  PURCHASE
09/09/2002                 80                                  $2,917.63                            10/01/2002
TX                         6.5                                 $461,600.00                          STANDARD

77479                      $461,600.00                         PRIMARY RESIDENCE                    N
533927604                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/06/2002                 80                                  $2,195.79                            10/01/2002

MI                         5.875                               $371,200.00                          SELECT
48307                      $371,200.00                         PRIMARY RESIDENCE                    N
533959607                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/20/2002                 80                                  $2,075.60                            10/01/2002
CA                         6.125                               $341,600.00                          STANDARD
95945                      $341,600.00                         PRIMARY RESIDENCE                    N

534047303                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/09/2002                 80                                  $2,916.04                            10/01/2002
NY                         6.25                                $473,600.00                          STANDARD

11747                      $473,600.00                         PRIMARY RESIDENCE                    N
534114301                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/10/2002                 80                                  $2,852.01                            10/01/2002

FL                         6.25                                $463,200.00                          STANDARD
32566                      $463,200.00                         SECOND HOME                          N
534155205                  11/01/2002                          PUD                                  REFINANCE

09/13/2002                 77.989                              $3,113.12                            10/01/2002
IN                         6.375                               $499,000.00                          STREAMLINE
46256                      $499,000.00                         PRIMARY RESIDENCE                    N

534180401                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/26/2002                 79.12                               $2,216.59                            10/01/2002
CA                         6.25                                $360,000.00                          SELECT

92653                      $360,000.00                         SECOND HOME                          N
534267802                  11/01/2002                          PUD                                  REFINANCE
09/23/2002                 72.18                               $2,591.48                            10/01/2002

IL                         6.5                                 $410,000.00                          STANDARD
60060                      $410,000.00                         PRIMARY RESIDENCE                    N
534419809                  11/01/2002                          PUD                                  PURCHASE

09/16/2002                 80                                  $3,940.60                            10/01/2002
CO                         6.25                                $640,000.00                          SELECT
80111                      $640,000.00                         PRIMARY RESIDENCE                    N

534746102                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/23/2002                 57.04                               $2,529.18                            10/01/2002
NJ                         6.875                               $385,000.00                          STANDARD

07652                      $385,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600135125                  09/01/2002                          SINGLE FAMILY                        REFINANCE
06/06/2001                 77.27                               $2,924.00                            09/01/2002
MD                         6.625                               $455,843.98                          STANDARD

20711                      $456,652.00                         PRIMARY RESIDENCE                    N
600215800                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/12/2002                 80                                  $3,201.73                            09/01/2002

DE                         6.25                                $519,010.63                          STANDARD
19807                      $520,000.00                         PRIMARY RESIDENCE                    N
600221132                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/26/2002                 80                                  $2,542.50                            09/01/2002
NJ                         6.75                                $391,662.50                          STANDARD
07004                      $392,000.00                         PRIMARY RESIDENCE                    N

600272497                  04/01/2002                          SINGLE FAMILY                        PURCHASE
03/01/2002                 80                                  $2,923.94                            10/01/2002
MA                         7.125                               $430,167.96                          STANDARD

01770                      $434,000.00                         PRIMARY RESIDENCE                    N
600304538                  04/01/2002                          SINGLE FAMILY                        REFINANCE
02/28/2002                 55.79                               $2,500.73                            09/01/2002

NJ                         6.625                               $388,097.70                          STANDARD
07901                      $390,550.00                         PRIMARY RESIDENCE                    N
600325736                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/15/2002                 89.95                               $2,003.66                            09/01/2002
NJ                         6.5                                 $316,713.42                          STANDARD
07821                      $317,000.00                         PRIMARY RESIDENCE                    N

600333247                  09/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 78.79                               $4,108.44                            10/01/2002
PA                         6.5                                 $648,821.60                          STANDARD

19317                      $650,000.00                         PRIMARY RESIDENCE                    N
600334700                  07/01/2002                          SINGLE FAMILY                        PURCHASE
05/28/2002                 80                                  $2,774.87                            10/01/2002

VA                         6.875                               $420,968.28                          STANDARD
20170                      $422,400.00                         PRIMARY RESIDENCE                    N
600338237                  08/01/2002                          PUD                                  PURCHASE

06/04/2002                 79.99                               $2,776.98                            09/01/2002
CO                         6.75                                $427,037.85                          STANDARD
80401                      $428,150.00                         PRIMARY RESIDENCE                    N

600339431                  07/01/2002                          SINGLE FAMILY                        REFINANCE
05/28/2002                 75.62                               $2,574.94                            10/01/2002
AL                         6.75                                $395,621.16                          STANDARD

35242                      $397,000.00                         PRIMARY RESIDENCE                    N
600348016                  08/01/2002                          SINGLE FAMILY                        REFINANCE
05/31/2002                 53.88                               $2,093.44                            09/01/2002

CA                         6.25                                $339,027.12                          STANDARD
94611                      $340,000.00                         PRIMARY RESIDENCE                    N
600350099                  08/01/2002                          SINGLE FAMILY                        PURCHASE

07/17/2002                 38.69                               $4,162.02                            09/01/2002
NY                         6.625                               $648,270.05                          STANDARD
11768                      $650,000.00                         PRIMARY RESIDENCE                    N

600354062                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 71.17                               $3,346.77                            09/01/2002
MA                         6.75                                $515,555.73                          STREAMLINE

02459                      $516,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600355934                  07/01/2002                          SINGLE FAMILY                        PURCHASE
06/05/2002                 57.78                               $4,002.16                            10/01/2002
FL                         6.25                                $647,513.69                          STANDARD

33703                      $650,000.00                         PRIMARY RESIDENCE                    N
600356256                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 80                                  $2,548.50                            09/01/2002

UT                         6.5                                 $402,469.03                          STANDARD
84117                      $403,200.00                         PRIMARY RESIDENCE                    N
600356710                  08/01/2002                          PUD                                  PURCHASE

06/11/2002                 78.64                               $2,460.82                            09/01/2002
WA                         6.125                               $403,256.71                          STANDARD
98275                      $405,000.00                         PRIMARY RESIDENCE                    N

600356783                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/02/2002                 85                                  $1,988.77                            09/01/2002
DE                         6.25                                $322,385.45                          STANDARD

19806                      $323,000.00                         PRIMARY RESIDENCE                    N
600356840                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/07/2002                 75.14                               $2,081.01                            10/01/2002

MA                         6.625                               $324,713.26                          STANDARD
02343                      $325,000.00                         PRIMARY RESIDENCE                    N
600357397                  10/01/2002                          PUD                                  PURCHASE

08/29/2002                 80                                  $3,286.75                            09/01/2002
IL                         6.5                                 $519,498.13                          STANDARD
60610                      $520,000.00                         PRIMARY RESIDENCE                    N

600357578                  08/01/2002                          SINGLE FAMILY                        REFINANCE
06/20/2002                 68.57                               $3,891.59                            10/01/2002
CA                         6.75                                $598,441.49                          STREAMLINE

94925                      $600,000.00                         PRIMARY RESIDENCE                    N
600357754                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 85                                  $2,536.02                            09/01/2002

MA                         6.75                                $390,663.36                          STANDARD
01701                      $391,000.00                         PRIMARY RESIDENCE                    N
600357842                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/26/2002                 70.62                               $4,053.74                            09/01/2002
MA                         6.75                                $624,461.89                          STANDARD
02130                      $625,000.00                         PRIMARY RESIDENCE                    N

600358383                  09/01/2002                          PUD                                  PURCHASE
07/25/2002                 80                                  $2,407.57                            10/01/2002
FL                         6.625                               $375,134.69                          STANDARD

33433                      $376,000.00                         PRIMARY RESIDENCE                    N
600358823                  08/01/2002                          SINGLE FAMILY                        PURCHASE
06/14/2002                 68.97                               $2,462.87                            09/01/2002

DE                         6.25                                $398,855.45                          STANDARD
19807                      $400,000.00                         PRIMARY RESIDENCE                    N
600359485                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/21/2002                 80                                  $2,438.24                            10/01/2002
MA                         6.25                                $395,624.26                          STANDARD
01886                      $396,000.00                         PRIMARY RESIDENCE                    N

600360309                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 80                                  $2,612.47                            10/01/2002
IL                         6.625                               $407,640.03                          STANDARD

60062                      $408,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600361472                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 80                                  $2,189.67                            10/01/2002
MA                         6.75                                $337,309.33                          STANDARD

02062                      $337,600.00                         PRIMARY RESIDENCE                    N
600361508                  10/01/2002                          PUD                                  REFINANCE
08/01/2002                 74                                  $2,879.78                            09/01/2002

CA                         6.75                                $443,617.72                          STANDARD
95035                      $444,000.00                         PRIMARY RESIDENCE                    N
600361535                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/15/2002                 80                                  $2,547.69                            10/01/2002
CT                         6.75                                $392,461.81                          STANDARD
06850                      $392,800.00                         PRIMARY RESIDENCE                    N

600363411                  08/01/2002                          PUD                                  PURCHASE
06/17/2002                 71.82                               $2,572.96                            10/01/2002
NV                         7                                   $385,777.44                          STANDARD

89052                      $386,734.00                         PRIMARY RESIDENCE                    N
600363669                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 61.54                               $3,678.80                            09/01/2002

RI                         6.875                               $559,529.53                          STANDARD
02874                      $560,000.00                         PRIMARY RESIDENCE                    N
600364055                  08/01/2002                          SINGLE FAMILY                        REFINANCE

07/01/2002                 75                                  $2,334.95                            10/01/2002
LA                         6.75                                $359,064.91                          STANDARD
70115                      $360,000.00                         PRIMARY RESIDENCE                    N

600365089                  09/01/2002                          PUD                                  PURCHASE
07/26/2002                 90                                  $2,421.87                            09/01/2002
CO                         6.75                                $372,755.21                          STANDARD

80126                      $373,400.00                         PRIMARY RESIDENCE                    N
600365359                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/29/2002                 89.71                               $2,010.58                            10/01/2002

LA                         6.625                               $313,444.39                          STANDARD
70611                      $314,000.00                         PRIMARY RESIDENCE                    N
600365405                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/26/2002                 57.21                               $3,033.93                            10/01/2002
MA                         6.5                                 $479,566.07                          STANDARD
02460                      $480,000.00                         PRIMARY RESIDENCE                    N

600366275                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/26/2002                 58.78                               $2,401.17                            09/01/2002
MA                         6.625                               $374,619.14                          STANDARD

02468                      $375,000.00                         PRIMARY RESIDENCE                    N
600367724                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 56.15                               $2,367.38                            09/01/2002

MA                         6.75                                $364,369.73                          STREAMLINE
02466                      $365,000.00                         PRIMARY RESIDENCE                    N
600367741                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/29/2002                 42                                  $2,654.69                            09/01/2002
IL                         6.5                                 $419,620.31                          STANDARD
60614                      $420,000.00                         PRIMARY RESIDENCE                    N

600368847                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 51.68                               $5,551.05                            09/01/2002
MA                         6.875                               $844,290.10                          STANDARD

02481                      $845,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600368984                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/15/2002                 69.53                               $2,923.33                            09/01/2002
MA                         6.875                               $444,626.15                          STANDARD

02186                      $445,000.00                         PRIMARY RESIDENCE                    N
600369116                  08/01/2002                          SINGLE FAMILY                        REFINANCE
06/22/2002                 56.17                               $3,925.16                            09/01/2002

CT                         6.125                               $644,106.77                          STANDARD
06820                      $646,000.00                         PRIMARY RESIDENCE                    N
600369396                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/15/2002                 75.25                               $2,086.87                            10/01/2002
MI                         6.75                                $321,194.39                          STANDARD
48188                      $321,750.00                         PRIMARY RESIDENCE                    N

600369556                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/31/2002                 80                                  $1,972.05                            09/01/2002
FL                         6.5                                 $311,434.37                          STANDARD

33062                      $312,000.00                         PRIMARY RESIDENCE                    N
600369564                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/06/2002                 56.12                               $3,567.29                            09/01/2002

MI                         6.75                                $549,526.46                          STANDARD
48236                      $550,000.00                         PRIMARY RESIDENCE                    N
600370316                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/11/2002                 47.27                               $4,215.89                            09/01/2002
FL                         6.75                                $648,877.57                          STANDARD
33432                      $650,000.00                         PRIMARY RESIDENCE                    N

600370864                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 64.24                               $3,393.65                            09/01/2002
MA                         6.625                               $529,062.20                          STANDARD

02468                      $530,000.00                         PRIMARY RESIDENCE                    N
600371076                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 55.67                               $3,476.37                            10/01/2002

MA                         6.5                                 $549,502.80                          STANDARD
02467                      $550,000.00                         PRIMARY RESIDENCE                    N
600371125                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/16/2002                 74.17                               $2,477.65                            10/01/2002
MI                         6.75                                $381,279.24                          STANDARD
48167                      $382,000.00                         PRIMARY RESIDENCE                    N

600371137                  10/01/2002                          SINGLE FAMILY                        PURCHASE
09/05/2002                 79.56                               $2,212.24                            10/01/2002
MA                         6.5                                 $349,583.59                          STANDARD

02148                      $350,000.00                         PRIMARY RESIDENCE                    N
600371264                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 65.52                               $4,209.41                            09/01/2002

VT                         6.75                                $648,441.22                          STANDARD
05495                      $649,000.00                         PRIMARY RESIDENCE                    N
600372136                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/27/2002                 77.05                               $3,087.57                            09/01/2002
NJ                         6.875                               $469,605.14                          STANDARD
07728                      $470,000.00                         PRIMARY RESIDENCE                    N

600372226                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/23/2002                 60.36                               $2,299.25                            09/01/2002
MA                         6.875                               $349,705.96                          STANDARD

01545                      $350,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600372391                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 64                                  $2,075.51                            09/01/2002
NJ                         6.75                                $319,724.49                          STANDARD

07928                      $320,000.00                         PRIMARY RESIDENCE                    N
600372433                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/20/2002                 73.68                               $4,540.19                            09/01/2002

MA                         6.75                                $699,397.31                          STANDARD
02139                      $700,000.00                         PRIMARY RESIDENCE                    N
600372884                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/05/2002                 45.87                               $2,127.40                            09/01/2002
NH                         6.75                                $327,717.60                          STANDARD
03755                      $328,000.00                         PRIMARY RESIDENCE                    N

600372976                  08/01/2002                          PUD                                  PURCHASE
06/25/2002                 75.89                               $3,105.97                            09/01/2002
NV                         6.75                                $477,629.10                          STANDARD

89052                      $478,873.00                         PRIMARY RESIDENCE                    N
600373071                  09/01/2002                          PUD                                  PURCHASE
07/23/2002                 80                                  $2,984.91                            10/01/2002

AZ                         6.75                                $459,414.31                          STANDARD
85086                      $460,209.00                         PRIMARY RESIDENCE                    N
600373257                  10/01/2002                          SINGLE FAMILY                        REFINANCE

07/31/2002                 75                                  $4,802.33                            09/01/2002
IN                         6.625                               $749,338.30                          STANDARD
47401                      $750,000.00                         PRIMARY RESIDENCE                    N

600373567                  09/01/2002                          CONDOMINIUM                          PURCHASE
07/19/2002                 56.21                               $1,802.85                            09/01/2002
MA                         6                                   $299,097.30                          STATED INCOME

02460                      $300,700.00                         PRIMARY RESIDENCE                    N
600373624                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 75.21                               $4,021.15                            09/01/2002

MA                         6.625                               $627,246.26                          STANDARD
01890                      $628,000.00                         PRIMARY RESIDENCE                    N
600373637                  09/01/2002                          2-4 FAMILY                           REFINANCE

07/25/2002                 73.7                                $3,258.37                            09/01/2002
MA                         6.875                               $495,164.21                          STANDARD
02141                      $496,000.00                         PRIMARY RESIDENCE                    N

600373812                  09/01/2002                          PUD                                  REFINANCE
08/01/2002                 62.33                               $2,425.76                            09/01/2002
AZ                         6.75                                $373,354.17                          STANDARD

85044                      $374,000.00                         PRIMARY RESIDENCE                    N
600373902                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 75.51                               $2,369.16                            09/01/2002

SC                         6.625                               $369,673.55                          STANDARD
29036                      $370,000.00                         PRIMARY RESIDENCE                    N
600374218                  09/01/2002                          PUD                                  PURCHASE

07/11/2002                 77.42                               $3,113.27                            09/01/2002
CA                         6.75                                $479,083.92                          STANDARD
94506                      $480,000.00                         PRIMARY RESIDENCE                    N

600374278                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 57.14                               $2,627.72                            10/01/2002
NJ                         6.875                               $400,000.00                          STANDARD

07417                      $400,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600374338                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 53.64                               $3,826.73                            09/01/2002
CT                         6.75                                $589,492.02                          STANDARD

06490                      $590,000.00                         PRIMARY RESIDENCE                    N
600375154                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 55.65                               $2,096.26                            09/01/2002

CA                         6.125                               $344,327.65                          STANDARD
92130                      $345,000.00                         PRIMARY RESIDENCE                    N
600375663                  09/01/2002                          PUD                                  REFINANCE

07/22/2002                 77.78                               $2,212.24                            10/01/2002
IN                         6.5                                 $349,365.47                          STANDARD
46143                      $350,000.00                         PRIMARY RESIDENCE                    N

600375805                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/18/2002                 37.38                               $2,497.11                            09/01/2002
MA                         6.75                                $384,335.17                          STANDARD

02421                      $385,000.00                         PRIMARY RESIDENCE                    N
600375857                  09/01/2002                          PUD                                  PURCHASE
07/31/2002                 74.45                               $2,875.91                            09/01/2002

VA                         6.5                                 $454,175.12                          STANDARD
20171                      $455,000.00                         PRIMARY RESIDENCE                    N
600375885                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 55.71                               $2,497.21                            09/01/2002
IL                         6.625                               $389,455.91                          STANDARD
60013                      $390,000.00                         PRIMARY RESIDENCE                    N

600375934                  10/01/2002                          PUD                                  PURCHASE
08/13/2002                 74.75                               $2,200.71                            09/01/2002
CO                         6.875                               $334,718.56                          STANDARD

80127                      $335,000.00                         PRIMARY RESIDENCE                    N
600376069                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/19/2002                 56.86                               $2,548.44                            09/01/2002

IL                         6.625                               $397,042.81                          STANDARD
60439                      $398,000.00                         PRIMARY RESIDENCE                    N
600376113                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 47.88                               $5,201.76                            10/01/2002
NJ                         6.75                                $801,259.49                          STANDARD
07830                      $802,000.00                         PRIMARY RESIDENCE                    N

600376193                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/23/2002                 66.67                               $3,284.64                            09/01/2002
OR                         6.875                               $499,157.48                          STANDARD

97502                      $500,000.00                         PRIMARY RESIDENCE                    N
600376429                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 61.41                               $2,581.73                            10/01/2002

CA                         6.875                               $391,312.43                          STANDARD
94526                      $393,000.00                         PRIMARY RESIDENCE                    N
600376517                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/26/2002                 56.63                               $3,172.74                            09/01/2002
IN                         6.625                               $494,623.25                          STANDARD
46106                      $495,500.00                         PRIMARY RESIDENCE                    N

600376630                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 38.23                               $2,386.44                            09/01/2002
NJ                         6.625                               $371,871.17                          STREAMLINE

07733                      $372,700.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600376637                  10/01/2002                          PUD                                  PURCHASE
08/06/2002                 80                                  $2,192.68                            09/01/2002
IL                         6.75                                $337,765.61                          STANDARD

60544                      $338,064.00                         PRIMARY RESIDENCE                    N
600376640                  09/01/2002                          PUD                                  PURCHASE
07/22/2002                 79.79                               $2,349.95                            10/01/2002

CA                         6.625                               $366,350.61                          STANDARD
92078                      $367,000.00                         PRIMARY RESIDENCE                    N
600376912                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/27/2002                 49.23                               $2,210.92                            09/01/2002
NJ                         6.75                                $319,589.08                          STANDARD
07642                      $320,000.00                         PRIMARY RESIDENCE                    N

600376957                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/15/2002                 79.99                               $3,275.38                            09/01/2002
MA                         6.5                                 $517,731.54                          STANDARD

02421                      $518,200.00                         PRIMARY RESIDENCE                    N
600377078                  10/01/2002                          PUD                                  REFINANCE
08/06/2002                 54.85                               $3,557.56                            10/01/2002

AZ                         6.75                                $547,627.75                          STANDARD
85262                      $548,500.00                         PRIMARY RESIDENCE                    N
600377384                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/15/2002                 80                                  $3,009.50                            10/01/2002
MA                         6.75                                $463,278.04                          STANDARD
01776                      $464,000.00                         PRIMARY RESIDENCE                    N

600377758                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/30/2002                 63.46                               $2,140.37                            09/01/2002
NJ                         6.75                                $329,430.16                          STANDARD

07704                      $330,000.00                         PRIMARY RESIDENCE                    N
600377822                  09/01/2002                          PUD                                  PURCHASE
07/18/2002                 60                                  $2,464.15                            10/01/2002

CA                         6                                   $410,179.65                          STANDARD
91301                      $411,000.00                         PRIMARY RESIDENCE                    N
600378106                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/16/2002                 80                                  $3,084.49                            09/01/2002
PA                         6.5                                 $487,558.84                          STANDARD
19343                      $488,000.00                         PRIMARY RESIDENCE                    N

600378174                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/06/2002                 73.15                               $2,561.97                            09/01/2002
MA                         6.75                                $394,659.91                          STANDARD

02420                      $395,000.00                         PRIMARY RESIDENCE                    N
600378308                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 69.95                               $2,559.88                            09/01/2002

CT                         6.5                                 $404,333.87                          STANDARD
06905                      $405,000.00                         PRIMARY RESIDENCE                    N
600378437                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/26/2002                 58.89                               $2,679.97                            09/01/2002
CA                         6.5                                 $423,231.32                          STANDARD
92648                      $424,000.00                         PRIMARY RESIDENCE                    N

600379152                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 74.47                               $2,270.10                            10/01/2002
CO                         6.75                                $349,698.65                          STANDARD

80439                      $350,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600379343                  09/01/2002                          PUD                                  REFINANCE
07/19/2002                 79.81                               $2,093.41                            09/01/2002
FL                         6.5                                 $330,521.41                          STANDARD

32256                      $331,200.00                         PRIMARY RESIDENCE                    N
600379585                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/15/2002                 79.27                               $4,162.02                            09/01/2002

IL                         6.625                               $649,426.52                          STANDARD
60091                      $650,000.00                         PRIMARY RESIDENCE                    N
600379590                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/15/2002                 78.04                               $2,269.12                            09/01/2002
NJ                         6.5                                 $358,675.46                          STANDARD
07080                      $359,000.00                         PRIMARY RESIDENCE                    N

600379863                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 89.41                               $2,273.34                            10/01/2002
AZ                         6.75                                $350,198.22                          STANDARD

85054                      $350,500.00                         PRIMARY RESIDENCE                    N
600379878                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/12/2002                 81.82                               $2,043.08                            10/01/2002

CT                         6.75                                $315,000.00                          STANDARD
06480                      $315,000.00                         PRIMARY RESIDENCE                    N
600380115                  10/01/2002                          PUD                                  REFINANCE

08/16/2002                 79.62                               $3,160.34                            10/01/2002
SC                         6.5                                 $499,547.99                          STANDARD
29672                      $500,000.00                         PRIMARY RESIDENCE                    N

600380139                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/09/2002                 80                                  $2,919.82                            10/01/2002
MA                         6.625                               $455,597.68                          STANDARD

02478                      $456,000.00                         PRIMARY RESIDENCE                    N
600380145                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 78.55                               $2,874.11                            09/01/2002

MA                         7                                   $431,483.57                          STANDARD
01760                      $432,000.00                         PRIMARY RESIDENCE                    N
600380150                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/16/2002                 54.84                               $3,168.69                            10/01/2002
PA                         6.5                                 $425,000.00                          STANDARD
19312                      $425,000.00                         PRIMARY RESIDENCE                    N

600380166                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 72.73                               $1,918.56                            10/01/2002
IL                         6                                   $319,681.44                          STANDARD

60101                      $320,000.00                         PRIMARY RESIDENCE                    N
600380186                  09/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 76.08                               $2,520.41                            09/01/2002

MA                         6.625                               $368,030.89                          STANDARD
02180                      $369,000.00                         PRIMARY RESIDENCE                    N
600380302                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/31/2002                 80                                  $2,496.33                            10/01/2002
MD                         6.875                               $379,359.67                          STANDARD
21921                      $380,000.00                         PRIMARY RESIDENCE                    N

600380322                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/23/2002                 80                                  $2,283.07                            10/01/2002
NJ                         6.75                                $351,696.93                          STANDARD

07760                      $352,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600380420                  08/01/2002                          PUD                                  REFINANCE
06/27/2002                 77.07                               $2,961.00                            10/01/2002
MO                         6.625                               $461,201.26                          STANDARD

63108                      $462,432.00                         PRIMARY RESIDENCE                    N
600380992                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/20/2002                 80                                  $2,411.97                            10/01/2002

MD                         6.5                                 $381,255.03                          STANDARD
21012                      $381,600.00                         PRIMARY RESIDENCE                    N
600380993                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/12/2002                 73.89                               $3,841.87                            09/01/2002
MA                         6.625                               $599,470.63                          STANDARD
02492                      $600,000.00                         PRIMARY RESIDENCE                    N

600381087                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 72                                  $3,413.17                            09/01/2002
PA                         6.5                                 $539,511.83                          STANDARD

19382                      $540,000.00                         PRIMARY RESIDENCE                    N
600381201                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/06/2002                 61.35                               $2,553.56                            09/01/2002

MA                         6.625                               $398,448.15                          STANDARD
02562                      $398,800.00                         SECOND HOME                          N
600381281                  09/01/2002                          SINGLE FAMILY                        REFINANCE

08/02/2002                 79.51                               $2,088.49                            10/01/2002
MA                         6.75                                $321,443.96                          STANDARD
02019                      $322,000.00                         PRIMARY RESIDENCE                    N

600381317                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 67.47                               $2,724.12                            09/01/2002
VA                         6.75                                $419,638.38                          STANDARD

22043                      $420,000.00                         PRIMARY RESIDENCE                    N
600381360                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/11/2002                 20                                  $4,864.49                            10/01/2002

MA                         6.75                                $750,000.00                          STANDARD
02666                      $750,000.00                         SECOND HOME                          N
600381394                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/20/2002                 58.02                               $3,009.47                            09/01/2002
MA                         6.625                               $469,585.32                          STANDARD
01720                      $470,000.00                         PRIMARY RESIDENCE                    N

600381530                  09/01/2002                          PUD                                  PURCHASE
07/18/2002                 76.53                               $2,150.46                            11/01/2002
CA                         6.875                               $326,748.85                          STANDARD

92211                      $327,350.00                         PRIMARY RESIDENCE                    N
600382091                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 62.63                               $3,918.82                            10/01/2002

MA                         6.5                                 $619,439.51                          STANDARD
02061                      $620,000.00                         PRIMARY RESIDENCE                    N
600382136                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/15/2002                 79.99                               $2,771.86                            10/01/2002
MA                         6.375                               $443,798.33                          STANDARD
02090                      $444,300.00                         PRIMARY RESIDENCE                    N

600382167                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/12/2002                 79.99                               $2,527.96                            09/01/2002
CA                         6.5                                 $399,224.92                          STANDARD

92026                      $399,950.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600382261                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/01/2002                 80                                  $2,253.89                            09/01/2002
CA                         6.625                               $351,689.44                          STANDARD

91364                      $352,000.00                         PRIMARY RESIDENCE                    N
600382307                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/22/2002                 46.69                               $1,940.45                            10/01/2002

MD                         6.5                                 $306,443.43                          STANDARD
20852                      $307,000.00                         PRIMARY RESIDENCE                    N
600382362                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/30/2002                 74.42                               $2,049.00                            10/01/2002
NJ                         6.625                               $319,433.78                          STANDARD
07728                      $320,000.00                         PRIMARY RESIDENCE                    N

600382367                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/26/2002                 58.46                               $2,656.66                            09/01/2002
CA                         6.625                               $414,165.84                          STANDARD

94521                      $414,900.00                         PRIMARY RESIDENCE                    N
600382485                  10/01/2002                          PUD                                  PURCHASE
08/30/2002                 67.8                                $2,627.72                            10/01/2002

PA                         6.875                               $399,663.95                          STANDARD
19312                      $400,000.00                         PRIMARY RESIDENCE                    N
600382504                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/01/2002                 67.06                               $2,882.23                            09/01/2002
CA                         6.5                                 $455,587.77                          STANDARD
94583                      $456,000.00                         PRIMARY RESIDENCE                    N

600382723                  09/01/2002                          PUD                                  PURCHASE
07/31/2002                 80                                  $2,776.00                            10/01/2002
VA                         6.75                                $427,260.93                          STANDARD

22314                      $428,000.00                         PRIMARY RESIDENCE                    N
600382817                  10/01/2002                          CONDOMINIUM                          PURCHASE
08/14/2002                 80                                  $2,983.55                            10/01/2002

MA                         6.75                                $459,603.95                          STANDARD
02109                      $460,000.00                         PRIMARY RESIDENCE                    N
600383645                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 68.37                               $2,117.43                            09/01/2002
PA                         6.5                                 $334,697.15                          STANDARD
19003                      $335,000.00                         PRIMARY RESIDENCE                    N

600383664                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 79.95                               $1,991.01                            10/01/2002
VA                         6.5                                 $314,715.24                          STANDARD

20148                      $315,000.00                         PRIMARY RESIDENCE                    N
600384508                  10/01/2002                          PUD                                  REFINANCE
08/06/2002                 62.68                               $2,923.33                            09/01/2002

SC                         6.875                               $444,626.15                          STANDARD
29451                      $445,000.00                         PRIMARY RESIDENCE                    N
600384824                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/26/2002                 66.67                               $2,956.18                            09/01/2002
MA                         6.875                               $449,621.95                          STREAMLINE
01778                      $450,000.00                         PRIMARY RESIDENCE                    N

600384939                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 64.74                               $3,539.58                            10/01/2002
MA                         6.5                                 $559,493.75                          STANDARD

01810                      $560,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600385185                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 70.37                               $3,002.32                            10/01/2002
MI                         6.5                                 $474,570.60                          STANDARD

48236                      $475,000.00                         PRIMARY RESIDENCE                    N
600385195                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/07/2002                 80                                  $2,100.22                            10/01/2002

SC                         6.625                               $327,710.61                          STANDARD
29715                      $328,000.00                         PRIMARY RESIDENCE                    N
600385207                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/16/2002                 74.19                               $2,266.40                            09/01/2002
PA                         6.875                               $344,710.16                          STANDARD
19067                      $345,000.00                         PRIMARY RESIDENCE                    N

600385230                  09/01/2002                          PUD                                  PURCHASE
07/22/2002                 80                                  $4,007.31                            09/01/2002
FL                         6.5                                 $632,850.61                          STANDARD

33432                      $634,000.00                         PRIMARY RESIDENCE                    N
600385316                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 41.94                               $2,081.02                            09/01/2002

IA                         6.625                               $324,713.25                          STANDARD
52807                      $325,000.00                         PRIMARY RESIDENCE                    N
600385326                  10/01/2002                          CONDOMINIUM                          PURCHASE

08/05/2002                 44.94                               $2,398.20                            10/01/2002
MA                         6                                   $399,601.80                          STANDARD
02116                      $400,000.00                         PRIMARY RESIDENCE                    N

600385394                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/06/2002                 78.58                               $3,823.94                            10/01/2002
GA                         6.625                               $596,673.10                          STANDARD

30327                      $597,200.00                         PRIMARY RESIDENCE                    N
600385419                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 77.42                               $2,234.42                            10/01/2002

PA                         6.75                                $344,203.39                          STANDARD
19382                      $344,500.00                         PRIMARY RESIDENCE                    N
600385555                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 75.79                               $2,359.60                            10/01/2002
MI                         6.75                                $363,486.78                          STANDARD
48170                      $363,800.00                         PRIMARY RESIDENCE                    N

600385566                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/30/2002                 78.33                               $2,265.94                            10/01/2002
MA                         6.75                                $349,059.21                          STANDARD

02446                      $349,360.00                         PRIMARY RESIDENCE                    N
600385851                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/01/2002                 50.59                               $2,682.64                            10/01/2002

WA                         6.375                               $429,265.45                          STANDARD
98038                      $430,000.00                         PRIMARY RESIDENCE                    N
600385893                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/29/2002                 54.82                               $2,275.44                            10/01/2002
NC                         6.5                                 $359,347.36                          STANDARD
28803                      $360,000.00                         PRIMARY RESIDENCE                    N

600385918                  10/01/2002                          PUD                                  PURCHASE
08/05/2002                 80                                  $2,284.63                            09/01/2002
CA                         6.625                               $356,485.20                          STANDARD

94588                      $356,800.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600385930                  10/01/2002                          PUD                                  REFINANCE
08/07/2002                 71.5                                $2,645.21                            09/01/2002
OH                         6.375                               $423,607.29                          STANDARD

44139                      $424,000.00                         PRIMARY RESIDENCE                    N
600385965                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/07/2002                 73.09                               $2,251.93                            10/01/2002

MI                         6.75                                $346,901.07                          STANDARD
48170                      $347,200.00                         PRIMARY RESIDENCE                    N
600385983                  09/01/2002                          SINGLE FAMILY                        REFINANCE

08/01/2002                 63                                  $2,308.65                            10/01/2002
MA                         6.75                                $355,330.36                          STANDARD
01730                      $355,945.00                         PRIMARY RESIDENCE                    N

600386049                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/07/2002                 75.73                               $2,185.78                            10/01/2002
IL                         6.75                                $336,709.85                          STANDARD

60053                      $337,000.00                         PRIMARY RESIDENCE                    N
600386465                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 80                                  $2,334.96                            10/01/2002

NJ                         6.75                                $359,690.04                          STANDARD
07748                      $360,000.00                         PRIMARY RESIDENCE                    N
600386521                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/16/2002                 50.72                               $2,241.09                            09/01/2002
NJ                         6.625                               $349,691.20                          STANDARD
07869                      $350,000.00                         PRIMARY RESIDENCE                    N

600386632                  10/01/2002                          PUD                                  REFINANCE
08/07/2002                 80                                  $3,994.13                            09/01/2002
MO                         6.875                               $607,489.20                          STANDARD

64109                      $608,000.00                         PRIMARY RESIDENCE                    N
600386701                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/07/2002                 51.23                               $2,234.36                            09/01/2002

MA                         6.5                                 $353,180.43                          STANDARD
01746                      $353,500.00                         PRIMARY RESIDENCE                    N
600386896                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/02/2002                 55.7                                $2,691.68                            10/01/2002
NJ                         6.75                                $414,642.70                          STANDARD
07869                      $415,000.00                         PRIMARY RESIDENCE                    N

600387081                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 76.77                               $2,359.55                            10/01/2002
CO                         6.625                               $368,174.88                          STANDARD

80503                      $368,500.00                         PRIMARY RESIDENCE                    N
600387141                  09/01/2002                          PUD                                  REFINANCE
07/19/2002                 79.09                               $2,257.12                            09/01/2002

FL                         6.75                                $347,399.07                          STANDARD
34639                      $348,000.00                         PRIMARY RESIDENCE                    N
600387173                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/06/2002                 47.06                               $2,561.24                            10/01/2002
CA                         6.625                               $399,647.09                          STANDARD
94563                      $400,000.00                         PRIMARY RESIDENCE                    N

600387197                  10/01/2002                          PUD                                  REFINANCE
08/07/2002                 68.89                               $3,969.93                            09/01/2002
MO                         6.625                               $619,452.99                          STANDARD

64113                      $620,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600387219                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 80                                  $2,205.24                            09/01/2002
MA                         6.75                                $339,707.26                          STANDARD

01501                      $340,000.00                         PRIMARY RESIDENCE                    N
600387500                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/30/2002                 56.43                               $3,284.68                            09/01/2002

MD                         6.375                               $525,522.11                          STANDARD
20815                      $526,500.00                         PRIMARY RESIDENCE                    N
600387506                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/06/2002                 61.76                               $2,431.91                            10/01/2002
DC                         6.625                               $379,464.90                          STANDARD
20015                      $379,800.00                         PRIMARY RESIDENCE                    N

600387539                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/15/2002                 80                                  $2,309.01                            10/01/2002
KY                         6.75                                $355,693.49                          STANDARD

40059                      $356,000.00                         PRIMARY RESIDENCE                    N
600387602                  10/01/2002                          SINGLE FAMILY                        PURCHASE
09/09/2002                 80                                  $1,996.38                            10/01/2002

MA                         6.375                               $319,703.62                          STANDARD
01890                      $320,000.00                         PRIMARY RESIDENCE                    N
600387652                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 79.17                               $3,041.48                            09/01/2002
MA                         6.625                               $474,580.92                          STANDARD
02460                      $475,000.00                         PRIMARY RESIDENCE                    N

600387657                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 49.86                               $2,346.74                            09/01/2002
MA                         6.625                               $366,176.65                          STANDARD

02482                      $366,500.00                         PRIMARY RESIDENCE                    N
600387751                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/20/2002                 80                                  $3,437.57                            09/01/2002

MA                         6.75                                $529,543.68                          STANDARD
02035                      $530,000.00                         PRIMARY RESIDENCE                    N
600387806                  10/01/2002                          PUD                                  REFINANCE

08/23/2002                 72.73                               $3,585.74                            09/01/2002
NC                         6.625                               $559,505.93                          STANDARD
27106                      $560,000.00                         PRIMARY RESIDENCE                    N

600387842                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 70.36                               $2,568.74                            10/01/2002
MA                         6.125                               $393,442.30                          STANDARD

01903                      $394,000.00                         PRIMARY RESIDENCE                    N
600387858                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 60.52                               $2,199.60                            09/01/2002

MA                         6.5                                 $347,685.40                          STANDARD
02173                      $348,000.00                         PRIMARY RESIDENCE                    N
600387861                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/30/2002                 60.11                               $2,113.03                            09/01/2002
MA                         6.625                               $329,708.84                          STANDARD
01915                      $330,000.00                         PRIMARY RESIDENCE                    N

600387955                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 70.59                               $3,792.41                            09/01/2002
VA                         6.5                                 $598,707.59                          STANDARD

20132                      $600,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600387963                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 65.12                               $3,375.24                            10/01/2002
IL                         6.5                                 $533,318.34                          STANDARD

60010                      $534,000.00                         PRIMARY RESIDENCE                    N
600388019                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 56.16                               $2,625.27                            09/01/2002

MA                         6.625                               $409,638.27                          STANDARD
02482                      $410,000.00                         PRIMARY RESIDENCE                    N
600388034                  10/01/2002                          CONDOMINIUM                          REFINANCE

08/20/2002                 79.36                               $2,388.36                            09/01/2002
MA                         6.625                               $372,670.91                          STANDARD
01742                      $373,000.00                         PRIMARY RESIDENCE                    N

600388079                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/01/2002                 70.78                               $2,679.97                            10/01/2002
CA                         6.5                                 $423,016.70                          STANDARD

92131                      $424,000.00                         PRIMARY RESIDENCE                    N
600388112                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 74.13                               $2,281.77                            09/01/2002

MI                         6.5                                 $360,673.65                          STANDARD
48103                      $361,000.00                         PRIMARY RESIDENCE                    N
600388120                  10/01/2002                          PUD                                  REFINANCE

08/20/2002                 72.38                               $2,081.01                            10/01/2002
VA                         6.625                               $324,709.77                          STANDARD
20152                      $325,000.00                         PRIMARY RESIDENCE                    N

600388129                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 73.57                               $2,237.57                            09/01/2002
VA                         6.625                               $349,141.69                          STANDARD

22312                      $349,450.00                         PRIMARY RESIDENCE                    N
600388138                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/13/2002                 53.85                               $2,270.09                            09/01/2002

PA                         6.75                                $349,245.16                          STANDARD
19096                      $350,000.00                         PRIMARY RESIDENCE                    N
600388198                  10/01/2002                          PUD                                  REFINANCE

08/20/2002                 80                                  $3,073.49                            09/01/2002
IL                         6.625                               $479,576.51                          STANDARD
60607                      $480,000.00                         PRIMARY RESIDENCE                    N

600388203                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/06/2002                 66.11                               $2,223.71                            10/01/2002
MN                         6.875                               $337,739.32                          STANDARD

55105                      $338,500.00                         PRIMARY RESIDENCE                    N
600388209                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 72.87                               $2,384.00                            09/01/2002

MN                         6.875                               $362,595.11                          STANDARD
55123                      $362,900.00                         PRIMARY RESIDENCE                    N
600388220                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 74.8                                $3,745.18                            09/01/2002
MA                         6.625                               $583,883.96                          STANDARD
01590                      $584,900.00                         PRIMARY RESIDENCE                    N

600388221                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 46.67                               $2,433.46                            09/01/2002
VA                         6.5                                 $384,651.96                          STANDARD

22182                      $385,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600388237                  10/01/2002                          2-4 FAMILY                           REFINANCE
08/03/2002                 80                                  $2,627.72                            09/01/2002
MA                         6.875                               $399,663.95                          STANDARD

02155                      $400,000.00                         PRIMARY RESIDENCE                    N
600388256                  11/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 62.11                               $3,818.19                            10/01/2002

MA                         6.625                               $559,000.00                          STANDARD
02061                      $559,000.00                         PRIMARY RESIDENCE                    N
600388320                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/02/2002                 68.8                                $2,361.83                            09/01/2002
MA                         7                                   $354,709.00                          STANDARD
01450                      $355,000.00                         PRIMARY RESIDENCE                    N

600388324                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/16/2002                 47.37                               $2,807.41                            09/01/2002
TX                         6.375                               $449,164.22                          STANDARD

78703                      $450,000.00                         PRIMARY RESIDENCE                    N
600388361                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 80                                  $2,663.69                            10/01/2002

MA                         6.625                               $415,632.98                          STANDARD
01460                      $416,000.00                         PRIMARY RESIDENCE                    N
600388794                  10/01/2002                          PUD                                  REFINANCE

08/12/2002                 80                                  $1,920.93                            09/01/2002
PA                         6.625                               $299,735.32                          STANDARD
19355                      $300,000.00                         PRIMARY RESIDENCE                    N

600388795                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 47.24                               $3,135.06                            10/01/2002
IL                         6.5                                 $495,551.61                          STANDARD

60647                      $496,000.00                         PRIMARY RESIDENCE                    N
600388866                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/07/2002                 80                                  $2,817.37                            09/01/2002

CA                         6.625                               $439,611.80                          STANDARD
94560                      $440,000.00                         PRIMARY RESIDENCE                    N
600388887                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/14/2002                 80                                  $3,693.31                            10/01/2002
NJ                         6.375                               $591,451.69                          STANDARD
07928                      $592,000.00                         PRIMARY RESIDENCE                    N

600389004                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 79.77                               $1,988.77                            10/01/2002
VA                         6.25                                $322,650.50                          STANDARD

20147                      $323,000.00                         PRIMARY RESIDENCE                    N
600389056                  10/01/2002                          PUD                                  PURCHASE
08/06/2002                 79.99                               $3,671.05                            09/01/2002

IL                         6.5                                 $580,274.95                          STANDARD
60010                      $580,800.00                         PRIMARY RESIDENCE                    N
600389075                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/23/2002                 82.14                               $2,237.66                            09/01/2002
MD                         6.75                                $344,702.97                          STANDARD
21034                      $345,000.00                         PRIMARY RESIDENCE                    N

600389114                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 79.59                               $2,497.21                            10/01/2002
CA                         6.625                               $389,655.91                          STANDARD

94550                      $390,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600389155                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/01/2002                 77.93                               $2,819.89                            10/01/2002
CA                         6.375                               $451,581.36                          STANDARD

91007                      $452,000.00                         PRIMARY RESIDENCE                    N
600389176                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 58.97                               $2,207.25                            10/01/2002

MA                         6.375                               $353,800.00                          STANDARD
01748                      $353,800.00                         PRIMARY RESIDENCE                    N
600389199                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/16/2002                 80                                  $2,419.56                            09/01/2002
CA                         6.5                                 $382,453.94                          STANDARD
91709                      $382,800.00                         PRIMARY RESIDENCE                    N

600389206                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 70.85                               $2,926.23                            10/01/2002
MA                         6.625                               $456,596.79                          STANDARD

01742                      $457,000.00                         PRIMARY RESIDENCE                    N
600389267                  10/01/2002                          PUD                                  REFINANCE
08/09/2002                 71.89                               $3,248.83                            10/01/2002

CA                         6.5                                 $513,535.34                          STANDARD
92620                      $514,000.00                         PRIMARY RESIDENCE                    N
600389617                  11/01/2002                          PUD                                  REFINANCE

09/18/2002                 65.58                               $3,518.63                            10/01/2002
MD                         6.375                               $564,000.00                          STATED INCOME
20905                      $564,000.00                         PRIMARY RESIDENCE                    N

600389644                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 77.4                                $3,617.76                            10/01/2002
PA                         6.625                               $564,423.79                          STANDARD

19010                      $565,000.00                         PRIMARY RESIDENCE                    N
600389647                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 59.63                               $3,248.83                            09/01/2002

MA                         6.5                                 $513,535.34                          STANDARD
02139                      $514,000.00                         PRIMARY RESIDENCE                    N
600389738                  10/01/2002                          PUD                                  PURCHASE

08/02/2002                 84.99                               $2,731.55                            09/01/2002
TX                         6                                   $455,146.45                          STANDARD
76116                      $455,600.00                         PRIMARY RESIDENCE                    N

600389744                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 52.06                               $2,266.70                            09/01/2002
MA                         6.625                               $353,687.67                          STANDARD

02461                      $354,000.00                         PRIMARY RESIDENCE                    N
600389767                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 67.94                               $2,849.39                            09/01/2002

MA                         6.625                               $444,607.38                          STANDARD
02464                      $445,000.00                         PRIMARY RESIDENCE                    N
600389823                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 31.43                               $3,476.38                            09/01/2002
PA                         6.5                                 $549,502.05                          STANDARD
19103                      $550,000.00                         PRIMARY RESIDENCE                    N

600389825                  10/01/2002                          CONDOMINIUM                          PURCHASE
08/14/2002                 80                                  $2,228.28                            10/01/2002
MA                         6.625                               $347,692.97                          STANDARD

01234                      $348,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600389856                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/12/2002                 80                                  $2,407.57                            10/01/2002
IL                         6.625                               $376,000.00                          STANDARD

60010                      $376,000.00                         PRIMARY RESIDENCE                    N
600389890                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 78.47                               $2,433.09                            09/01/2002

VA                         6.375                               $389,638.79                          STANDARD
22307                      $390,000.00                         PRIMARY RESIDENCE                    N
600389952                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 75.61                               $3,053.96                            10/01/2002
NC                         6.25                                $495,529.37                          STANDARD
27157                      $496,000.00                         PRIMARY RESIDENCE                    N

600390061                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/31/2002                 62.89                               $3,160.35                            09/01/2002
SC                         6.5                                 $499,093.52                          STANDARD

29601                      $500,000.00                         PRIMARY RESIDENCE                    N
600390161                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/21/2002                 64.52                               $3,078.59                            09/01/2002

PA                         6.25                                $499,525.58                          STANDARD
19010                      $500,000.00                         PRIMARY RESIDENCE                    N
600390324                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/08/2002                 48.37                               $2,117.67                            09/01/2002
AZ                         6.75                                $326,218.88                          STANDARD
85253                      $326,500.00                         SECOND HOME                          N

600390335                  10/01/2002                          PUD                                  REFINANCE
08/13/2002                 76.69                               $3,680.80                            09/01/2002
AZ                         6.75                                $567,011.39                          STANDARD

85262                      $567,500.00                         PRIMARY RESIDENCE                    N
600390343                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/05/2002                 80                                  $2,594.39                            10/01/2002

MA                         6.75                                $400,000.00                          STANDARD
02492                      $400,000.00                         PRIMARY RESIDENCE                    N
600390357                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/29/2002                 64.52                               $3,078.59                            10/01/2002
DE                         6.25                                $499,525.58                          STANDARD
19808                      $500,000.00                         PRIMARY RESIDENCE                    N

600390465                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 70.39                               $3,167.71                            09/01/2002
PA                         6.875                               $481,794.89                          STANDARD

19087                      $482,200.00                         PRIMARY RESIDENCE                    N
600390467                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 71.3                                $2,433.46                            09/01/2002

CT                         6.5                                 $384,651.96                          STANDARD
06907                      $385,000.00                         PRIMARY RESIDENCE                    N
600390475                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 74.95                               $2,155.35                            10/01/2002
OH                         6.5                                 $340,691.73                          STREAMLINE
43082                      $341,000.00                         PRIMARY RESIDENCE                    N

600390534                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/10/2002                 61.49                               $4,215.89                            10/01/2002
IL                         6.75                                $650,000.00                          STANDARD

60614                      $650,000.00                         SECOND HOME                          N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600390582                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 73.06                               $2,863.27                            09/01/2002
NJ                         6.5                                 $452,590.48                          STANDARD

08033                      $453,000.00                         PRIMARY RESIDENCE                    N
600390641                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 44.12                               $2,370.26                            10/01/2002

MA                         6.5                                 $374,660.99                          STANDARD
02030                      $375,000.00                         PRIMARY RESIDENCE                    N
600390698                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 78.14                               $2,518.79                            10/01/2002
PA                         6.5                                 $398,139.75                          STANDARD
18940                      $398,500.00                         PRIMARY RESIDENCE                    N

600390757                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 80                                  $2,516.56                            10/01/2002
NJ                         6.75                                $387,665.94                          STANDARD

08520                      $388,000.00                         PRIMARY RESIDENCE                    N
600391101                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/09/2002                 52.59                               $2,214.74                            10/01/2002

MA                         6.375                               $354,671.20                          STANDARD
02141                      $355,000.00                         PRIMARY RESIDENCE                    N
600391104                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 76.07                               $2,572.52                            10/01/2002
MN                         6.5                                 $406,632.06                          STANDARD
55122                      $407,000.00                         PRIMARY RESIDENCE                    N

600391203                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 65.84                               $2,818.49                            09/01/2002
MN                         6.75                                $434,175.85                          STANDARD

55405                      $434,550.00                         PRIMARY RESIDENCE                    N
600391231                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 69.77                               $3,792.41                            10/01/2002

IL                         6.5                                 $591,457.59                          STANDARD
60068                      $600,000.00                         PRIMARY RESIDENCE                    N
600391272                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 80                                  $2,401.86                            09/01/2002
IA                         6.5                                 $379,656.47                          STANDARD
50613                      $380,000.00                         PRIMARY RESIDENCE                    N

600391700                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 80                                  $2,231.18                            09/01/2002
IL                         6.75                                $343,703.82                          STANDARD

60504                      $344,000.00                         PRIMARY RESIDENCE                    N
600391745                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 80                                  $2,817.37                            09/01/2002

IL                         6.625                               $439,611.80                          STANDARD
60525                      $440,000.00                         PRIMARY RESIDENCE                    N
600391765                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/04/2002                 70.51                               $2,433.46                            10/01/2002
MA                         6.5                                 $385,000.00                          STANDARD
01519                      $385,000.00                         PRIMARY RESIDENCE                    N

600391992                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 72.96                               $2,149.03                            09/01/2002
IL                         6.5                                 $339,692.64                          STANDARD

60064                      $340,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600392127                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 88.15                               $2,256.48                            10/01/2002
MI                         6.5                                 $357,000.00                          STANDARD

49251                      $357,000.00                         PRIMARY RESIDENCE                    N
600392159                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 77.56                               $2,411.28                            09/01/2002

MD                         6.75                                $348,551.85                          STANDARD
20720                      $349,000.00                         PRIMARY RESIDENCE                    N
600392180                  10/01/2002                          PUD                                  REFINANCE

08/16/2002                 70.9                                $2,046.33                            10/01/2002
MD                         6.75                                $315,228.36                          STANDARD
20874                      $315,500.00                         PRIMARY RESIDENCE                    N

600392221                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 43.71                               $2,363.61                            10/01/2002
MA                         6.125                               $388,621.91                          STANDARD

02090                      $389,000.00                         PRIMARY RESIDENCE                    N
600392231                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/12/2002                 80                                  $2,958.08                            10/01/2002

NJ                         6.5                                 $467,576.92                          STANDARD
08833                      $468,000.00                         PRIMARY RESIDENCE                    N
600392273                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/03/2002                 32.14                               $2,697.98                            10/01/2002
MA                         6                                   $450,000.00                          STANDARD
01776                      $450,000.00                         PRIMARY RESIDENCE                    N

600392287                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 75.71                               $3,393.65                            10/01/2002
MA                         6.625                               $530,000.00                          STANDARD

01921                      $530,000.00                         PRIMARY RESIDENCE                    N
600392373                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 64.12                               $3,444.78                            09/01/2002

NJ                         6.5                                 $544,507.30                          STANDARD
07739                      $545,000.00                         PRIMARY RESIDENCE                    N
600392376                  10/01/2002                          PUD                                  PURCHASE

08/09/2002                 79.99                               $3,972.61                            10/01/2002
CA                         6.25                                $644,587.81                          STANDARD
92009                      $645,200.00                         PRIMARY RESIDENCE                    N

600392552                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/20/2002                 79.93                               $3,046.57                            10/01/2002
MA                         6.5                                 $482,000.00                          STREAMLINE

01949                      $482,000.00                         PRIMARY RESIDENCE                    N
600392564                  09/01/2002                          PUD                                  PURCHASE
07/17/2002                 79.92                               $2,727.73                            09/01/2002

NJ                         6.625                               $424,557.23                          STANDARD
08054                      $426,000.00                         PRIMARY RESIDENCE                    N
600392567                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/12/2002                 65.81                               $3,181.74                            09/01/2002
ME                         6.375                               $509,527.64                          STANDARD
04107                      $510,000.00                         PRIMARY RESIDENCE                    N

600392586                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 56.41                               $2,085.82                            09/01/2002
IL                         6.5                                 $329,701.68                          STANDARD

60004                      $330,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600392626                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 72.93                               $2,281.77                            10/01/2002
MI                         6.5                                 $360,382.29                          STANDARD

48323                      $361,000.00                         PRIMARY RESIDENCE                    N
600392651                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 80                                  $3,124.72                            10/01/2002

MA                         6.625                               $487,569.45                          STANDARD
01944                      $488,000.00                         PRIMARY RESIDENCE                    N
600392803                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/29/2002                 80                                  $2,118.07                            10/01/2002
MA                         6.25                                $343,673.60                          STANDARD
01463                      $344,000.00                         PRIMARY RESIDENCE                    N

600392822                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 57.16                               $3,335.58                            09/01/2002
MA                         6.625                               $442,110.15                          STANDARD

01581                      $443,000.00                         PRIMARY RESIDENCE                    N
600392838                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 75                                  $2,370.26                            10/01/2002

MA                         6.5                                 $374,560.99                          STANDARD
02474                      $375,000.00                         PRIMARY RESIDENCE                    N
600393139                  10/01/2002                          SINGLE FAMILY                        REFINANCE

09/03/2002                 51.67                               $2,746.30                            10/01/2002
VT                         6.625                               $426,267.89                          STANDARD
05446                      $428,900.00                         PRIMARY RESIDENCE                    N

600393147                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/15/2002                 80                                  $2,788.81                            10/01/2002
VA                         6.5                                 $440,541.13                          STANDARD

23059                      $441,220.00                         PRIMARY RESIDENCE                    N
600393201                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/07/2002                 80                                  $3,159.58                            09/01/2002

PA                         6.125                               $519,494.59                          STANDARD
19312                      $520,000.00                         PRIMARY RESIDENCE                    N
600393203                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/22/2002                 80                                  $2,496.33                            10/01/2002
PA                         6.875                               $379,680.75                          STANDARD
19085                      $380,000.00                         PRIMARY RESIDENCE                    N

600393220                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/11/2002                 69.9                                $3,508.91                            10/01/2002
MA                         6.625                               $548,000.00                          STANDARD

01740                      $548,000.00                         PRIMARY RESIDENCE                    N
600393360                  09/01/2002                          PUD                                  PURCHASE
07/23/2002                 79.99                               $2,944.79                            09/01/2002

CA                         6.625                               $459,086.24                          STANDARD
91381                      $459,900.00                         PRIMARY RESIDENCE                    N
600393416                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 75.89                               $2,902.91                            09/01/2002
MA                         6.625                               $424,443.44                          STANDARD
02670                      $425,000.00                         SECOND HOME                          N

600393451                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 59.46                               $3,457.41                            09/01/2002
CA                         6.5                                 $546,505.51                          STANDARD

95448                      $547,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600393487                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 69.89                               $3,286.75                            10/01/2002
NJ                         6.5                                 $520,000.00                          STANDARD

07090                      $520,000.00                         PRIMARY RESIDENCE                    N
600393496                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/23/2002                 80                                  $2,983.36                            10/01/2002

MA                         6.5                                 $471,144.31                          STANDARD
02770                      $472,000.00                         PRIMARY RESIDENCE                    N
600393525                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/22/2002                 70.87                               $2,337.14                            09/01/2002
NJ                         6.625                               $364,677.96                          STANDARD
08558                      $365,000.00                         PRIMARY RESIDENCE                    N

600393530                  09/01/2002                          PUD                                  REFINANCE
07/26/2002                 55.73                               $2,060.55                            10/01/2002
KS                         6.5                                 $325,408.97                          STANDARD

66221                      $326,000.00                         PRIMARY RESIDENCE                    N
600393536                  10/01/2002                          PUD                                  REFINANCE
08/08/2002                 75.75                               $2,358.30                            10/01/2002

VA                         6.75                                $363,016.21                          STANDARD
20187                      $363,600.00                         PRIMARY RESIDENCE                    N
600393539                  09/01/2002                          PUD                                  PURCHASE

07/22/2002                 79.8                                $2,369.28                            10/01/2002
CO                         6.75                                $364,662.21                          STANDARD
81147                      $365,293.00                         PRIMARY RESIDENCE                    N

600393814                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 48.5                                $2,406.30                            10/01/2002
IL                         6.75                                $370,680.58                          STANDARD

60025                      $371,000.00                         PRIMARY RESIDENCE                    N
600393879                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/15/2002                 90                                  $2,480.89                            09/01/2002

MA                         6.75                                $382,170.67                          STANDARD
01845                      $382,500.00                         PRIMARY RESIDENCE                    N
600393931                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/14/2002                 69.02                               $2,916.62                            10/01/2002
MA                         6.625                               $455,098.12                          STANDARD
01760                      $455,500.00                         PRIMARY RESIDENCE                    N

600393967                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 47.57                               $3,056.96                            09/01/2002
MA                         6.375                               $489,546.17                          STANDARD

02467                      $490,000.00                         PRIMARY RESIDENCE                    N
600394110                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 80                                  $2,127.40                            10/01/2002

IL                         6.75                                $327,717.60                          STANDARD
60137                      $328,000.00                         PRIMARY RESIDENCE                    N
600394123                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 78.91                               $2,682.90                            09/01/2002
MD                         6.625                               $418,630.33                          STANDARD
21044                      $419,000.00                         PRIMARY RESIDENCE                    N

600394238                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 48.38                               $2,416.03                            10/01/2002
MA                         6.75                                $372,179.28                          STANDARD

01810                      $372,500.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600394316                  10/01/2002                          PUD                                  REFINANCE
08/13/2002                 49.9                                $3,265.59                            09/01/2002
AZ                         6.625                               $509,550.04                          STANDARD

85255                      $510,000.00                         SECOND HOME                          N
600394348                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/19/2002                 75                                  $4,100.55                            10/01/2002

MA                         6.5                                 $648,163.51                          STANDARD
01944                      $648,750.00                         PRIMARY RESIDENCE                    N
600394373                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 61.06                               $2,514.20                            09/01/2002
MA                         6.375                               $402,626.74                          STANDARD
02090                      $403,000.00                         PRIMARY RESIDENCE                    N

600394388                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 61.14                               $676.31                              09/01/2002
SC                         6.5                                 $106,903.27                          STATED INCOME

29054                      $107,000.00                         PRIMARY RESIDENCE                    N
600394407                  09/01/2002                          PUD                                  REFINANCE
07/26/2002                 76.96                               $2,208.50                            09/01/2002

NC                         6.375                               $353,342.51                          STANDARD
28226                      $354,000.00                         PRIMARY RESIDENCE                    N
600394409                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 80                                  $2,300.73                            09/01/2002
CT                         6.5                                 $363,670.94                          STANDARD
06477                      $364,000.00                         PRIMARY RESIDENCE                    N

600394442                  10/01/2002                          TOWNHOUSE                            REFINANCE
08/21/2002                 80                                  $2,516.56                            10/01/2002
PA                         6.75                                $387,665.94                          STANDARD

19147                      $388,000.00                         PRIMARY RESIDENCE                    N
600394448                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 69.82                               $2,405.02                            09/01/2002

IL                         6.5                                 $378,311.77                          STANDARD
60558                      $380,500.00                         PRIMARY RESIDENCE                    N
600394451                  10/01/2002                          PUD                                  REFINANCE

08/20/2002                 74.26                               $2,863.27                            09/01/2002
AZ                         6.5                                 $452,590.48                          STANDARD
85304                      $453,000.00                         PRIMARY RESIDENCE                    N

600394616                  10/01/2002                          PUD                                  REFINANCE
08/27/2002                 78.26                               $2,305.12                            09/01/2002
MO                         6.625                               $359,682.38                          STANDARD

64015                      $360,000.00                         PRIMARY RESIDENCE                    N
600394637                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/09/2002                 58.03                               $2,420.82                            10/01/2002

MA                         6.5                                 $383,000.00                          STANDARD
01886                      $383,000.00                         PRIMARY RESIDENCE                    N
600394651                  10/01/2002                          PUD                                  PURCHASE

08/15/2002                 80                                  $2,493.13                            09/01/2002
IL                         6.5                                 $394,083.42                          STANDARD
60175                      $394,440.00                         PRIMARY RESIDENCE                    N

600394658                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 79.18                               $2,427.14                            09/01/2002
CO                         6.5                                 $383,607.29                          STANDARD

80302                      $384,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600394695                  10/01/2002                          CONDOMINIUM                          PURCHASE
08/20/2002                 80                                  $2,356.34                            10/01/2002
MA                         6.625                               $367,675.33                          STANDARD

02118                      $368,000.00                         PRIMARY RESIDENCE                    N
600394715                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 54.52                               $2,183.54                            10/01/2002

VA                         6.375                               $349,675.84                          STANDARD
22307                      $350,000.00                         PRIMARY RESIDENCE                    N
600394723                  10/01/2002                          PUD                                  REFINANCE

08/27/2002                 64.1                                $2,997.75                            10/01/2002
SC                         6                                   $499,502.25                          STANDARD
29455                      $500,000.00                         PRIMARY RESIDENCE                    N

600394728                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/23/2002                 80                                  $2,202.67                            10/01/2002
MA                         6.625                               $343,696.50                          STANDARD

02494                      $344,000.00                         PRIMARY RESIDENCE                    N
600394735                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 70                                  $3,097.14                            09/01/2002

MA                         6.5                                 $489,557.03                          STANDARD
02021                      $490,000.00                         PRIMARY RESIDENCE                    N
600394737                  10/01/2002                          PUD                                  REFINANCE

08/13/2002                 72.58                               $2,196.02                            09/01/2002
VA                         6.375                               $351,673.98                          STANDARD
20147                      $352,000.00                         PRIMARY RESIDENCE                    N

600394740                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 43.5                                $3,299.40                            09/01/2002
IL                         6.5                                 $521,528.10                          STANDARD

60093                      $522,000.00                         PRIMARY RESIDENCE                    N
600394799                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 76.47                               $4,108.45                            10/01/2002

MA                         6.5                                 $649,412.38                          STREAMLINE
01760                      $650,000.00                         PRIMARY RESIDENCE                    N
600394803                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/13/2002                 67.47                               $3,539.58                            10/01/2002
PA                         6.5                                 $560,000.00                          STANDARD
19041                      $560,000.00                         PRIMARY RESIDENCE                    N

600394846                  11/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 75.83                               $2,838.61                            10/01/2002
CT                         6.375                               $455,000.00                          STANDARD

06877                      $455,000.00                         PRIMARY RESIDENCE                    N
600394996                  11/01/2002                          PUD                                  REFINANCE
08/29/2002                 76.9                                $2,015.10                            10/01/2002

CO                         6.375                               $323,000.00                          STANDARD
80016                      $323,000.00                         PRIMARY RESIDENCE                    N
600395024                  10/01/2002                          PUD                                  REFINANCE

08/14/2002                 80                                  $2,401.86                            09/01/2002
NJ                         6.5                                 $379,655.54                          STANDARD
08501                      $380,000.00                         PRIMARY RESIDENCE                    N

600395047                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 78.9                                $2,239.69                            10/01/2002
VA                         6.375                               $358,667.50                          STANDARD

20147                      $359,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600395056                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/09/2002                 67.4                                $4,089.48                            10/01/2002
IL                         6.5                                 $647,000.00                          STANDARD

60015                      $647,000.00                         PRIMARY RESIDENCE                    N
600395064                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 80                                  $2,730.53                            09/01/2002

WI                         6.5                                 $431,609.47                          STANDARD
53095                      $432,000.00                         PRIMARY RESIDENCE                    N
600395085                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 72.73                               $2,627.72                            10/01/2002
MA                         6.875                               $399,663.95                          STANDARD
02359                      $400,000.00                         PRIMARY RESIDENCE                    N

600395129                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 74.68                               $2,128.81                            10/01/2002
PA                         6.5                                 $336,495.52                          STANDARD

19460                      $336,800.00                         PRIMARY RESIDENCE                    N
600395153                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 75                                  $3,792.41                            09/01/2002

IL                         6.5                                 $599,457.59                          STANDARD
60010                      $600,000.00                         PRIMARY RESIDENCE                    N
600395173                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 43.45                               $1,991.01                            10/01/2002
MA                         6.5                                 $315,000.00                          STANDARD
01880                      $315,000.00                         PRIMARY RESIDENCE                    N

600395302                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/16/2002                 75.93                               $2,591.48                            10/01/2002
IL                         6.5                                 $410,000.00                          STANDARD

60187                      $410,000.00                         PRIMARY RESIDENCE                    N
600395310                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 65.33                               $2,521.11                            09/01/2002

MN                         6.75                                $388,365.33                          STANDARD
55364                      $388,700.00                         SECOND HOME                          N
600395311                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/20/2002                 56.23                               $2,261.18                            09/01/2002
MN                         6.75                                $348,324.84                          STANDARD
55419                      $348,625.00                         PRIMARY RESIDENCE                    N

600395363                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 65.53                               $2,337.14                            10/01/2002
PA                         6.625                               $365,000.00                          STANDARD

19147                      $365,000.00                         PRIMARY RESIDENCE                    N
600395529                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/23/2002                 61.27                               $2,618.38                            10/01/2002

VA                         6.375                               $418,920.49                          STANDARD
22207                      $419,700.00                         PRIMARY RESIDENCE                    N
600395639                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/22/2002                 70                                  $3,827.18                            10/01/2002
TN                         6.5                                 $604,952.61                          STANDARD
37922                      $605,500.00                         PRIMARY RESIDENCE                    N

600395659                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 58.7                                $2,003.66                            09/01/2002
VA                         6.5                                 $316,713.42                          STANDARD

23113                      $317,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600395688                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 47.17                               $2,370.26                            09/01/2002
IL                         6.5                                 $374,660.99                          STANDARD

60540                      $375,000.00                         PRIMARY RESIDENCE                    N
600395714                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 42.76                               $3,620.42                            10/01/2002

CT                         6.25                                $587,442.08                          STANDARD
06897                      $588,000.00                         PRIMARY RESIDENCE                    N
600395730                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/19/2002                 60.46                               $2,174.31                            10/01/2002
VA                         6.5                                 $343,689.02                          STANDARD
23233                      $344,000.00                         PRIMARY RESIDENCE                    N

600395732                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 69.57                               $2,495.48                            10/01/2002
NJ                         6.375                               $399,629.52                          STANDARD

07746                      $400,000.00                         PRIMARY RESIDENCE                    N
600395733                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 76.63                               $2,228.04                            09/01/2002

IL                         6.5                                 $352,181.34                          STANDARD
60525                      $352,500.00                         PRIMARY RESIDENCE                    N
600395955                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/11/2002                 52.79                               $2,096.52                            10/01/2002
MA                         6.25                                $340,500.00                          STANDARD
01810                      $340,500.00                         PRIMARY RESIDENCE                    N

600395963                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 80                                  $2,502.99                            09/01/2002
DE                         6.5                                 $395,642.01                          STANDARD

19711                      $396,000.00                         PRIMARY RESIDENCE                    N
600395971                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 50.52                               $3,501.66                            10/01/2002

OH                         6.5                                 $553,499.17                          STANDARD
45040                      $554,000.00                         PRIMARY RESIDENCE                    N
600395980                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/31/2002                 80                                  $2,200.05                            09/01/2002
PA                         6.75                                $338,614.26                          STANDARD
19146                      $339,200.00                         PRIMARY RESIDENCE                    N

600396055                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 79.9                                $2,087.41                            09/01/2002
MA                         6.625                               $325,712.38                          STANDARD

01864                      $326,000.00                         PRIMARY RESIDENCE                    N
600396083                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/06/2002                 54.55                               $3,743.22                            09/01/2002

CA                         6.375                               $599,444.28                          STANDARD
90275                      $600,000.00                         PRIMARY RESIDENCE                    N
600396100                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 50.99                               $1,984.97                            09/01/2002
MA                         6.625                               $309,726.49                          STANDARD
02186                      $310,000.00                         PRIMARY RESIDENCE                    N

600396108                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 60.33                               $2,326.01                            10/01/2002
MD                         6.5                                 $367,667.32                          STANDARD

20850                      $368,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600396139                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 80                                  $2,182.18                            09/01/2002
NJ                         6.625                               $340,499.32                          STANDARD

07016                      $340,800.00                         PRIMARY RESIDENCE                    N
600396145                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/02/2002                 39.01                               $3,386.44                            10/01/2002

CA                         6.25                                $549,478.14                          STANDARD
90274                      $550,000.00                         PRIMARY RESIDENCE                    N
600396156                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/04/2002                 65.96                               $1,965.73                            10/01/2002
MA                         6.5                                 $311,000.00                          STANDARD
01778                      $311,000.00                         PRIMARY RESIDENCE                    N

600396177                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 63.64                               $2,799.63                            10/01/2002
MA                         6.5                                 $375,500.00                          STANDARD

01890                      $375,500.00                         PRIMARY RESIDENCE                    N
600396190                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 76.19                               $1,996.38                            09/01/2002

CT                         6.375                               $319,434.54                          STANDARD
06107                      $320,000.00                         PRIMARY RESIDENCE                    N
600396242                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/30/2002                 70                                  $3,384.49                            09/01/2002
NJ                         6.375                               $541,997.54                          STANDARD
07751                      $542,500.00                         PRIMARY RESIDENCE                    N

600396303                  10/01/2002                          PUD                                  REFINANCE
08/28/2002                 52.26                               $2,408.18                            10/01/2002
MD                         6.5                                 $380,655.57                          STANDARD

20850                      $381,000.00                         PRIMARY RESIDENCE                    N
600396315                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/23/2002                 80                                  $3,147.70                            09/01/2002

PA                         6.5                                 $497,549.80                          STANDARD
19425                      $498,000.00                         PRIMARY RESIDENCE                    N
600396316                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/12/2002                 35.5                                $2,273.10                            10/01/2002
MA                         6.625                               $355,000.00                          STANDARD
02481                      $355,000.00                         PRIMARY RESIDENCE                    N

600396510                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/23/2002                 35.28                               $3,210.91                            10/01/2002
MA                         6.5                                 $507,540.76                          STANDARD

02109                      $508,000.00                         PRIMARY RESIDENCE                    N
600396557                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 79.41                               $2,559.88                            10/01/2002

NC                         6.5                                 $404,633.87                          STANDARD
28462                      $405,000.00                         PRIMARY RESIDENCE                    N
600396600                  09/01/2002                          SINGLE FAMILY                        REFINANCE

08/01/2002                 72.01                               $2,243.84                            10/01/2002
VA                         6.5                                 $353,656.42                          STANDARD
20165                      $355,000.00                         PRIMARY RESIDENCE                    N

600396662                  10/01/2002                          PUD                                  REFINANCE
08/16/2002                 72.9                                $3,547.32                            10/01/2002
NC                         6.375                               $568,073.37                          STANDARD

28104                      $568,600.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600396676                  10/01/2002                          PUD                                  REFINANCE
08/13/2002                 50.51                               $2,914.72                            09/01/2002
AZ                         6.375                               $466,767.28                          STANDARD

85750                      $467,200.00                         PRIMARY RESIDENCE                    N
600396677                  10/01/2002                          PUD                                  REFINANCE
08/09/2002                 53.43                               $2,363.94                            10/01/2002

CO                         6.5                                 $366,661.89                          STANDARD
80126                      $374,000.00                         PRIMARY RESIDENCE                    N
600396678                  10/01/2002                          PUD                                  REFINANCE

08/07/2002                 80                                  $2,275.44                            10/01/2002
MO                         6.5                                 $359,674.56                          STANDARD
64151                      $360,000.00                         PRIMARY RESIDENCE                    N

600396685                  10/01/2002                          PUD                                  REFINANCE
08/16/2002                 68.61                               $3,252.83                            09/01/2002
LA                         6.25                                $527,798.73                          STANDARD

70820                      $528,300.00                         PRIMARY RESIDENCE                    N
600396690                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 58.26                               $2,089.96                            09/01/2002

IL                         6.375                               $334,639.73                          STANDARD
60559                      $335,000.00                         PRIMARY RESIDENCE                    N
600396705                  10/01/2002                          PUD                                  REFINANCE

08/12/2002                 71.76                               $1,952.95                            10/01/2002
CA                         6.625                               $304,730.90                          STANDARD
92808                      $305,000.00                         PRIMARY RESIDENCE                    N

600396711                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 43.02                               $2,338.65                            10/01/2002
UT                         6.5                                 $369,665.52                          STANDARD

84037                      $370,000.00                         PRIMARY RESIDENCE                    N
600396754                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 64.31                               $2,158.59                            10/01/2002

NJ                         6.375                               $345,679.54                          STANDARD
07508                      $346,000.00                         PRIMARY RESIDENCE                    N
600396769                  10/01/2002                          PUD                                  REFINANCE

08/15/2002                 73.68                               $2,803.15                            09/01/2002
IN                         6.375                               $419,428.10                          STANDARD
46077                      $420,000.00                         PRIMARY RESIDENCE                    N

600396783                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 72.81                               $2,121.16                            10/01/2002
MD                         6.375                               $339,685.09                          STANDARD

21131                      $340,000.00                         PRIMARY RESIDENCE                    N
600396823                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 50.25                               $3,160.34                            09/01/2002

MA                         6.5                                 $499,547.99                          STANDARD
01890                      $500,000.00                         PRIMARY RESIDENCE                    N
600397041                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/15/2002                 71.62                               $2,998.55                            09/01/2002
NJ                         6.25                                $484,686.26                          STANDARD
07751                      $487,000.00                         PRIMARY RESIDENCE                    N

600397043                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 48.93                               $2,490.81                            09/01/2002
MA                         6.625                               $388,656.79                          STANDARD

01810                      $389,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600397061                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 47.5                                $2,433.19                            09/01/2002
MA                         6.625                               $379,664.73                          STANDARD

01890                      $380,000.00                         PRIMARY RESIDENCE                    N
600397073                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 57.21                               $2,332.33                            10/01/2002

MA                         6.5                                 $369,000.00                          STANDARD
02474                      $369,000.00                         PRIMARY RESIDENCE                    N
600397184                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/16/2002                 45.45                               $3,160.34                            10/01/2002
WI                         6.5                                 $500,000.00                          STANDARD
53072                      $500,000.00                         PRIMARY RESIDENCE                    N

600397270                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 79.79                               $2,590.92                            10/01/2002
MA                         6.75                                $374,518.46                          STANDARD

01463                      $375,000.00                         PRIMARY RESIDENCE                    N
600397271                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 73.53                               $2,528.28                            09/01/2002

MA                         6.5                                 $399,638.39                          STANDARD
01720                      $400,000.00                         PRIMARY RESIDENCE                    N
600397282                  10/01/2002                          PUD                                  REFINANCE

09/05/2002                 64.77                               $2,661.01                            09/01/2002
GA                         6.5                                 $420,619.41                          STANDARD
30062                      $421,000.00                         PRIMARY RESIDENCE                    N

600397339                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 56.57                               $2,438.02                            09/01/2002
MA                         6.5                                 $326,333.23                          STANDARD

01969                      $327,000.00                         PRIMARY RESIDENCE                    N
600397362                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 53.61                               $2,471.60                            09/01/2002

VA                         6.625                               $385,659.44                          STANDARD
22182                      $386,000.00                         PRIMARY RESIDENCE                    N
600397377                  11/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 53.81                               $2,216.58                            10/01/2002
IL                         6.25                                $360,000.00                          STANDARD
60047                      $360,000.00                         PRIMARY RESIDENCE                    N

600397437                  10/01/2002                          CONDOMINIUM                          PURCHASE
08/30/2002                 80                                  $2,300.73                            10/01/2002
CT                         6.5                                 $363,670.94                          STANDARD

06468                      $364,000.00                         PRIMARY RESIDENCE                    N
600397444                  10/01/2002                          PUD                                  PURCHASE
08/02/2002                 77.5                                $2,069.71                            10/01/2002

IL                         6.5                                 $327,153.98                          STANDARD
60134                      $327,450.00                         PRIMARY RESIDENCE                    N
600397462                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/26/2002                 76.35                               $2,420.38                            09/01/2002
MN                         6.625                               $377,666.49                          STANDARD
55357                      $378,000.00                         PRIMARY RESIDENCE                    N

600397469                  10/01/2002                          PUD                                  PURCHASE
08/20/2002                 80                                  $2,189.48                            10/01/2002
NC                         6.5                                 $346,045.59                          STANDARD

28374                      $346,400.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600397481                  10/01/2002                          PUD                                  REFINANCE
08/23/2002                 70.17                               $2,417.03                            10/01/2002
CA                         6.5                                 $382,054.30                          STANDARD

92009                      $382,400.00                         PRIMARY RESIDENCE                    N
600397488                  10/01/2002                          PUD                                  PURCHASE
08/14/2002                 55.56                               $2,212.24                            09/01/2002

AZ                         6.5                                 $349,683.59                          STANDARD
85255                      $350,000.00                         PRIMARY RESIDENCE                    N
600397490                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 80                                  $2,111.11                            10/01/2002
CA                         6.5                                 $334,000.00                          STANDARD
95453                      $334,000.00                         PRIMARY RESIDENCE                    N

600397499                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/29/2002                 80                                  $2,233.56                            10/01/2002
NJ                         6.875                               $339,427.08                          STANDARD

08003                      $340,000.00                         PRIMARY RESIDENCE                    N
600397521                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 77.19                               $2,844.31                            10/01/2002

MA                         6.5                                 $449,588.55                          STANDARD
01845                      $450,000.00                         PRIMARY RESIDENCE                    N
600397529                  10/01/2002                          PUD                                  REFINANCE

08/02/2002                 76.08                               $2,332.33                            10/01/2002
CO                         6.5                                 $368,666.42                          STANDARD
80908                      $369,000.00                         PRIMARY RESIDENCE                    N

600397577                  10/01/2002                          TOWNHOUSE                            REFINANCE
08/21/2002                 68.04                               $2,279.54                            10/01/2002
IL                         6.875                               $346,488.02                          STANDARD

60010                      $347,000.00                         PRIMARY RESIDENCE                    N
600397583                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 57.89                               $3,567.29                            10/01/2002

MA                         6.75                                $550,000.00                          STANDARD
01945                      $550,000.00                         PRIMARY RESIDENCE                    N
600397643                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/01/2002                 63.94                               $3,590.37                            09/01/2002
CA                         6.375                               $574,966.97                          STANDARD
95129                      $575,500.00                         PRIMARY RESIDENCE                    N

600397671                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/19/2002                 73.91                               $2,616.80                            09/01/2002
PA                         6.25                                $424,596.74                          STANDARD

17050                      $425,000.00                         PRIMARY RESIDENCE                    N
600397676                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 48.05                               $2,338.65                            09/01/2002

PA                         6.5                                 $369,665.52                          STANDARD
19096                      $370,000.00                         PRIMARY RESIDENCE                    N
600397679                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/01/2002                 69.61                               $3,792.41                            09/01/2002
CA                         6.5                                 $599,457.59                          STANDARD
94707                      $600,000.00                         PRIMARY RESIDENCE                    N

600397724                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 79.04                               $2,073.18                            10/01/2002
CA                         6.5                                 $327,676.67                          STREAMLINE

94546                      $328,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600397743                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 44.96                               $2,026.58                            09/01/2002
MI                         6.625                               $316,220.76                          STANDARD

48009                      $316,500.00                         PRIMARY RESIDENCE                    N
600397923                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 67.91                               $2,913.41                            09/01/2002

IL                         6.625                               $454,598.57                          STANDARD
60047                      $455,000.00                         PRIMARY RESIDENCE                    N
600397953                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/14/2002                 69.66                               $3,731.25                            09/01/2002
MA                         6.25                                $604,511.48                          STANDARD
01776                      $606,000.00                         PRIMARY RESIDENCE                    N

600397960                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 79.65                               $2,334.96                            10/01/2002
MA                         6.75                                $359,690.04                          STANDARD

02081                      $360,000.00                         PRIMARY RESIDENCE                    N
600397982                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 61.29                               $2,642.05                            09/01/2002

MI                         6.5                                 $417,622.12                          STANDARD
48167                      $418,000.00                         PRIMARY RESIDENCE                    N
600398012                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/08/2002                 80                                  $3,905.43                            10/01/2002
SC                         6.375                               $625,420.20                          STANDARD
29072                      $626,000.00                         PRIMARY RESIDENCE                    N

600398027                  09/01/2002                          PUD                                  PURCHASE
07/30/2002                 80                                  $2,958.08                            10/01/2002
PA                         6.5                                 $467,151.55                          STANDARD

19063                      $468,000.00                         PRIMARY RESIDENCE                    N
600398098                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 50.81                               $2,389.22                            10/01/2002

MA                         6.5                                 $378,000.00                          STANDARD
02459                      $378,000.00                         PRIMARY RESIDENCE                    N
600398132                  10/01/2002                          PUD                                  REFINANCE

08/16/2002                 65.13                               $2,356.34                            09/01/2002
CA                         6.625                               $367,675.33                          STANDARD
92677                      $368,000.00                         PRIMARY RESIDENCE                    N

600398175                  10/01/2002                          PUD                                  PURCHASE
08/28/2002                 79.98                               $2,637.65                            09/01/2002
MD                         6                                   $439,500.04                          STANDARD

21029                      $439,938.00                         PRIMARY RESIDENCE                    N
600398225                  10/01/2002                          CONDOMINIUM                          PURCHASE
09/03/2002                 80                                  $3,263.75                            10/01/2002

IL                         6.75                                $502,766.75                          STANDARD
60613                      $503,200.00                         PRIMARY RESIDENCE                    N
600398232                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 71.84                               $2,278.15                            09/01/2002
IL                         6.25                                $369,648.93                          STANDARD
61011                      $370,000.00                         PRIMARY RESIDENCE                    N

600398472                  10/01/2002                          PUD                                  PURCHASE
08/09/2002                 79.99                               $3,358.81                            10/01/2002
TX                         6.5                                 $530,919.61                          STANDARD

77479                      $531,400.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600398529                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 71.25                               $3,027.01                            09/01/2002
MN                         6.75                                $466,148.18                          STANDARD

55441                      $466,700.00                         PRIMARY RESIDENCE                    N
600398535                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 74.53                               $2,561.96                            09/01/2002

ME                         6.75                                $394,659.92                          STANDARD
04043                      $395,000.00                         PRIMARY RESIDENCE                    N
600398540                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 57.86                               $2,593.26                            09/01/2002
MA                         6.625                               $404,642.68                          STANDARD
02339                      $405,000.00                         PRIMARY RESIDENCE                    N

600398547                  10/01/2002                          PUD                                  REFINANCE
08/23/2002                 80                                  $2,661.21                            09/01/2002
IL                         7                                   $399,672.12                          STANDARD

60050                      $400,000.00                         PRIMARY RESIDENCE                    N
600398582                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/19/2002                 71.1                                $2,247.01                            10/01/2002

MA                         6.5                                 $355,500.00                          STANDARD
02067                      $355,500.00                         PRIMARY RESIDENCE                    N
600398645                  10/01/2002                          PUD                                  REFINANCE

08/12/2002                 68.57                               $2,245.94                            09/01/2002
NC                         6.375                               $359,266.56                          STANDARD
27614                      $360,000.00                         PRIMARY RESIDENCE                    N

600398691                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 76.04                               $2,367.38                            09/01/2002
NJ                         6.75                                $364,369.73                          STANDARD

08558                      $365,000.00                         PRIMARY RESIDENCE                    N
600398699                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 79.91                               $2,143.62                            09/01/2002

IN                         6.375                               $343,281.76                          STANDARD
46032                      $343,600.00                         PRIMARY RESIDENCE                    N
600398706                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/27/2002                 73.86                               $2,170.65                            09/01/2002
NJ                         6.625                               $338,700.91                          STANDARD
07090                      $339,000.00                         PRIMARY RESIDENCE                    N

600398729                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 79.51                               $3,105.51                            10/01/2002
NC                         6.625                               $484,572.09                          STANDARD

27523                      $485,000.00                         PRIMARY RESIDENCE                    N
600398741                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/11/2002                 69.7                                $2,202.76                            10/01/2002

WI                         6.5                                 $348,500.00                          STANDARD
53005                      $348,500.00                         PRIMARY RESIDENCE                    N
600398762                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 68.36                               $2,438.73                            10/01/2002
MA                         6.75                                $375,676.27                          STANDARD
01730                      $376,000.00                         PRIMARY RESIDENCE                    N

600398767                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 69.59                               $2,155.35                            10/01/2002
IL                         6.5                                 $340,691.72                          STANDARD

60510                      $341,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600398783                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 61.2                                $3,539.59                            10/01/2002
MA                         6.5                                 $559,493.74                          STANDARD

02459                      $560,000.00                         PRIMARY RESIDENCE                    N
600398825                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 70.47                               $2,926.47                            09/01/2002

CA                         6.5                                 $462,581.45                          STANDARD
92867                      $463,000.00                         PRIMARY RESIDENCE                    N
600398845                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 70.95                               $2,673.65                            10/01/2002
MA                         6.5                                 $423,000.00                          STANDARD
02481                      $423,000.00                         PRIMARY RESIDENCE                    N

600398858                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 39.1                                $3,707.08                            10/01/2002
RI                         6.5                                 $585,436.72                          STANDARD

02840                      $586,500.00                         PRIMARY RESIDENCE                    N
600398893                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/19/2002                 80                                  $3,109.77                            09/01/2002

IN                         6.5                                 $491,555.23                          STANDARD
46205                      $492,000.00                         PRIMARY RESIDENCE                    N
600399116                  10/01/2002                          PUD                                  REFINANCE

08/30/2002                 80                                  $2,230.96                            09/01/2002
MD                         6.375                               $357,268.79                          STANDARD
20877                      $357,600.00                         PRIMARY RESIDENCE                    N

600399121                  10/01/2002                          PUD                                  REFINANCE
08/23/2002                 72.5                                $2,749.50                            09/01/2002
CO                         6.5                                 $434,606.75                          STANDARD

80016                      $435,000.00                         PRIMARY RESIDENCE                    N
600399132                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 67.31                               $2,212.24                            10/01/2002

MA                         6.5                                 $349,683.59                          STANDARD
01886                      $350,000.00                         PRIMARY RESIDENCE                    N
600399142                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/30/2002                 80                                  $2,528.27                            11/01/2002
IL                         6.5                                 $399,638.40                          STANDARD
60555                      $400,000.00                         PRIMARY RESIDENCE                    N

600399179                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 67.01                               $4,108.44                            09/01/2002
MA                         6.5                                 $648,897.26                          STANDARD

02459                      $650,000.00                         PRIMARY RESIDENCE                    N
600399200                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 64.66                               $2,370.26                            10/01/2002

NJ                         6.5                                 $375,000.00                          STANDARD
08558                      $375,000.00                         PRIMARY RESIDENCE                    N
600399222                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/26/2002                 80                                  $3,175.51                            10/01/2002
MA                         6.5                                 $501,489.18                          STANDARD
01921                      $502,400.00                         PRIMARY RESIDENCE                    N

600399233                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 80                                  $2,275.44                            09/01/2002
IL                         6.5                                 $359,674.56                          STANDARD

60504                      $360,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600399237                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 73.93                               $2,813.65                            09/01/2002
CO                         6.375                               $450,582.29                          STANDARD

80101                      $451,000.00                         PRIMARY RESIDENCE                    N
600399241                  10/01/2002                          CONDOMINIUM                          PURCHASE
08/26/2002                 80                                  $2,682.64                            10/01/2002

PA                         6.375                               $429,601.74                          STANDARD
19104                      $430,000.00                         PRIMARY RESIDENCE                    N
600399263                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 69.9                                $2,275.44                            10/01/2002
MA                         6.5                                 $360,000.00                          STANDARD
02067                      $360,000.00                         PRIMARY RESIDENCE                    N

600399276                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 67.5                                $2,389.22                            10/01/2002
MA                         6.5                                 $378,000.00                          STANDARD

02459                      $378,000.00                         PRIMARY RESIDENCE                    N
600399296                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 80                                  $2,817.37                            09/01/2002

IL                         6.625                               $439,611.80                          STANDARD
60134                      $440,000.00                         PRIMARY RESIDENCE                    N
600399321                  09/01/2002                          SINGLE FAMILY                        REFINANCE

08/02/2002                 74.8                                $2,394.77                            10/01/2002
MA                         6.625                               $373,338.22                          STANDARD
02132                      $374,000.00                         PRIMARY RESIDENCE                    N

600399345                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 66.19                               $2,704.65                            09/01/2002
MA                         6.75                                $413,921.11                          STANDARD

02638                      $417,000.00                         PRIMARY RESIDENCE                    N
600399375                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 80                                  $2,205.24                            10/01/2002

MN                         6.75                                $339,707.26                          STANDARD
55305                      $340,000.00                         PRIMARY RESIDENCE                    N
600399424                  10/01/2002                          PUD                                  REFINANCE

08/09/2002                 77.65                               $2,058.77                            09/01/2002
NC                         6.375                               $329,654.90                          STANDARD
27587                      $330,000.00                         PRIMARY RESIDENCE                    N

600399459                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 66.25                               $3,349.96                            10/01/2002
DE                         6.5                                 $529,270.87                          STANDARD

19806                      $530,000.00                         PRIMARY RESIDENCE                    N
600399471                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 66.46                               $2,079.51                            10/01/2002

MA                         6.5                                 $328,702.57                          STANDARD
01876                      $329,000.00                         PRIMARY RESIDENCE                    N
600399514                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 78.9                                $3,568.54                            09/01/2002
NC                         6.375                               $570,948.71                          STANDARD
28277                      $572,000.00                         PRIMARY RESIDENCE                    N

600399522                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 72.9                                $2,257.75                            10/01/2002
CA                         6.5                                 $357,200.00                          STANDARD

94538                      $357,200.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600399531                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 69.98                               $2,446.10                            10/01/2002
MA                         6.5                                 $386,650.15                          STANDARD

02462                      $387,000.00                         PRIMARY RESIDENCE                    N
600399596                  09/01/2002                          PUD                                  PURCHASE
07/23/2002                 69.95                               $2,125.01                            09/01/2002

TX                         6.5                                 $335,590.50                          STANDARD
75078                      $336,200.00                         PRIMARY RESIDENCE                    N
600399795                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/16/2002                 68.22                               $2,337.14                            10/01/2002
MA                         6.625                               $365,000.00                          STANDARD
01915                      $365,000.00                         PRIMARY RESIDENCE                    N

600399822                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 26.25                               $3,930.38                            09/01/2002
VA                         6.375                               $629,416.50                          STANDARD

22102                      $630,000.00                         PRIMARY RESIDENCE                    N
600399842                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 71.91                               $2,938.43                            09/01/2002

PA                         6.375                               $470,563.76                          STANDARD
19380                      $471,000.00                         PRIMARY RESIDENCE                    N
600399880                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 67.64                               $2,381.96                            09/01/2002
CA                         6.625                               $371,671.79                          STANDARD
90503                      $372,000.00                         PRIMARY RESIDENCE                    N

600399916                  10/01/2002                          PUD                                  REFINANCE
08/09/2002                 53.09                               $2,852.21                            09/01/2002
SC                         6.5                                 $450,842.06                          STANDARD

29036                      $451,250.00                         PRIMARY RESIDENCE                    N
600399917                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 39                                  $2,433.09                            09/01/2002

NJ                         6.375                               $389,638.79                          STANDARD
07928                      $390,000.00                         PRIMARY RESIDENCE                    N
600399973                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/01/2002                 80                                  $2,427.14                            10/01/2002
NJ                         6.5                                 $383,652.86                          STANDARD
07727                      $384,000.00                         PRIMARY RESIDENCE                    N

600400056                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 68.93                               $2,214.74                            10/01/2002
NY                         6.375                               $355,000.00                          STANDARD

10591                      $355,000.00                         PRIMARY RESIDENCE                    N
600400068                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 73.02                               $2,010.58                            10/01/2002

PA                         6.625                               $313,722.96                          STANDARD
19460                      $314,000.00                         PRIMARY RESIDENCE                    N
600400072                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/08/2002                 79.57                               $2,369.15                            09/01/2002
CA                         6.625                               $369,673.56                          STANDARD
90245                      $370,000.00                         PRIMARY RESIDENCE                    N

600400083                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 70.97                               $3,521.71                            09/01/2002
NJ                         6.625                               $549,223.80                          STANDARD

08742                      $550,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600400097                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 77.78                               $2,314.56                            10/01/2002
NC                         6.375                               $370,656.38                          STANDARD

28117                      $371,000.00                         PRIMARY RESIDENCE                    N
600400136                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/01/2002                 78.75                               $2,823.77                            10/01/2002

CA                         6.625                               $440,595.11                          STANDARD
92887                      $441,000.00                         PRIMARY RESIDENCE                    N
600400162                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/02/2002                 69.11                               $1,996.38                            09/01/2002
NJ                         6.375                               $319,503.62                          STANDARD
08057                      $320,000.00                         PRIMARY RESIDENCE                    N

600400180                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/31/2002                 80                                  $2,153.35                            09/01/2002
NJ                         6.75                                $331,426.69                          STANDARD

08852                      $332,000.00                         PRIMARY RESIDENCE                    N
600400325                  10/01/2002                          PUD                                  REFINANCE
08/23/2002                 44.44                               $2,528.28                            09/01/2002

PA                         6.5                                 $399,638.39                          STANDARD
19085                      $400,000.00                         PRIMARY RESIDENCE                    N
600400368                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/29/2002                 37.89                               $2,506.83                            09/01/2002
CA                         6.75                                $386,167.23                          STANDARD
94115                      $386,500.00                         PRIMARY RESIDENCE                    N

600400424                  11/01/2002                          PUD                                  PURCHASE
09/13/2002                 80                                  $2,459.54                            10/01/2002
PA                         6.875                               $374,400.00                          STANDARD

18977                      $374,400.00                         PRIMARY RESIDENCE                    N
600400431                  11/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 80                                  $2,096.20                            10/01/2002

CA                         6.375                               $336,000.00                          STANDARD
94706                      $336,000.00                         PRIMARY RESIDENCE                    N
600400739                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 67.1                                $2,638.09                            10/01/2002
MA                         6.625                               $411,636.49                          STANDARD
02129                      $412,000.00                         PRIMARY RESIDENCE                    N

600400827                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 58.89                               $3,141.38                            10/01/2002
IN                         6.5                                 $497,000.00                          STANDARD

46220                      $497,000.00                         PRIMARY RESIDENCE                    N
600400841                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/09/2002                 80                                  $2,113.64                            11/01/2002

IL                         6.5                                 $334,318.54                          STANDARD
60558                      $334,400.00                         PRIMARY RESIDENCE                    N
600400867                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 44.38                               $2,464.29                            09/01/2002
IL                         6.375                               $394,634.15                          STANDARD
60613                      $395,000.00                         PRIMARY RESIDENCE                    N

600400945                  10/01/2002                          PUD                                  REFINANCE
08/28/2002                 77.22                               $2,733.78                            10/01/2002
CA                         6.25                                $443,578.72                          STANDARD

96161                      $444,000.00                         SECOND HOME                          N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600400955                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 84.73                               $2,490.35                            10/01/2002
IL                         6.5                                 $389,143.82                          STANDARD

60516                      $394,000.00                         PRIMARY RESIDENCE                    N
600400959                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/21/2002                 80                                  $2,528.27                            09/01/2002

NJ                         6.5                                 $399,638.40                          STANDARD
08701                      $400,000.00                         PRIMARY RESIDENCE                    N
600400967                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 68.87                               $2,083.73                            09/01/2002
MA                         6.375                               $333,690.65                          STANDARD
02072                      $334,000.00                         PRIMARY RESIDENCE                    N

600400968                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 72.9                                $3,617.76                            09/01/2002
CA                         6.625                               $564,501.51                          STANDARD

94131                      $565,000.00                         PRIMARY RESIDENCE                    N
600400986                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 62.12                               $2,557.87                            10/01/2002

FL                         6.375                               $409,620.26                          STANDARD
32952                      $410,000.00                         PRIMARY RESIDENCE                    N
600401019                  11/01/2002                          PUD                                  REFINANCE

09/10/2002                 66.67                               $3,521.71                            10/01/2002
PA                         6.625                               $550,000.00                          STANDARD
19312                      $550,000.00                         PRIMARY RESIDENCE                    N

600401025                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 70                                  $2,620.25                            09/01/2002
CA                         6.375                               $419,596.33                          STANDARD

94070                      $420,000.00                         PRIMARY RESIDENCE                    N
600401026                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 73.14                               $2,117.43                            10/01/2002

MI                         6.5                                 $335,000.00                          STANDARD
48307                      $335,000.00                         PRIMARY RESIDENCE                    N
600401038                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/11/2002                 68.97                               $3,160.34                            10/01/2002
IN                         6.5                                 $500,000.00                          STANDARD
46205                      $500,000.00                         PRIMARY RESIDENCE                    N

600401070                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 73.33                               $2,781.10                            09/01/2002
NJ                         6.5                                 $439,489.23                          STANDARD

08701                      $440,000.00                         PRIMARY RESIDENCE                    N
600401087                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 64.8                                $3,071.85                            09/01/2002

MA                         6.5                                 $485,560.65                          STANDARD
02466                      $486,000.00                         PRIMARY RESIDENCE                    N
600401129                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/03/2002                 73.62                               $2,245.93                            10/01/2002
CA                         6.375                               $360,000.00                          STANDARD
95050                      $360,000.00                         PRIMARY RESIDENCE                    N

600401190                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 70                                  $2,465.20                            10/01/2002
IL                         6.625                               $384,660.32                          STANDARD

60134                      $385,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600401206                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/06/2002                 79.54                               $2,186.96                            10/01/2002
MA                         6.5                                 $346,000.00                          STANDARD

02461                      $346,000.00                         PRIMARY RESIDENCE                    N
600401214                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 70.91                               $2,746.93                            09/01/2002

CA                         6.625                               $428,621.51                          STANDARD
92130                      $429,000.00                         PRIMARY RESIDENCE                    N
600401641                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 61.17                               $2,289.60                            09/01/2002
VA                         6.375                               $366,660.09                          STANDARD
22066                      $367,000.00                         PRIMARY RESIDENCE                    N

600401661                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/19/2002                 78.05                               $1,996.38                            10/01/2002
FL                         6.375                               $319,703.62                          STANDARD

33432                      $320,000.00                         PRIMARY RESIDENCE                    N
600401670                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 62.59                               $2,907.51                            10/01/2002

MA                         6.5                                 $459,584.16                          STANDARD
02056                      $460,000.00                         PRIMARY RESIDENCE                    N
600401709                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 72.44                               $3,977.17                            10/01/2002
FL                         6.375                               $636,909.55                          STREAMLINE
34241                      $637,500.00                         PRIMARY RESIDENCE                    N

600401723                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 78.17                               $2,025.78                            10/01/2002
VA                         6.5                                 $320,500.00                          STANDARD

22310                      $320,500.00                         PRIMARY RESIDENCE                    N
600401749                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 83.18                               $2,812.70                            09/01/2002

IL                         6.5                                 $444,597.72                          STANDARD
60516                      $445,000.00                         PRIMARY RESIDENCE                    N
600401759                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/06/2002                 57.13                               $2,851.09                            10/01/2002
NJ                         6.375                               $456,576.72                          STANDARD
08057                      $457,000.00                         PRIMARY RESIDENCE                    N

600401802                  09/01/2002                          PUD                                  PURCHASE
07/29/2002                 80                                  $3,160.34                            09/01/2002
TX                         6.5                                 $499,093.54                          STANDARD

76034                      $500,000.00                         PRIMARY RESIDENCE                    N
600401813                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 80                                  $2,458.79                            10/01/2002

MA                         6.625                               $384,000.00                          STANDARD
02770                      $384,000.00                         PRIMARY RESIDENCE                    N
600401826                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/23/2002                 80                                  $2,105.35                            10/01/2002
MD                         6.625                               $328,509.90                          STANDARD
21044                      $328,800.00                         PRIMARY RESIDENCE                    N

600401851                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 70.42                               $2,164.25                            09/01/2002
MD                         6.625                               $337,701.79                          STANDARD

21146                      $338,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600402023                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/10/2002                 27.54                               $4,108.45                            10/01/2002
MA                         6.5                                 $650,000.00                          STANDARD

02115                      $650,000.00                         PRIMARY RESIDENCE                    N
600402067                  10/01/2002                          PUD                                  REFINANCE
08/28/2002                 63.55                               $2,623.09                            10/01/2002

IL                         6.5                                 $413,924.83                          STANDARD
60031                      $415,000.00                         PRIMARY RESIDENCE                    N
600402118                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/03/2002                 80                                  $2,324.58                            09/01/2002
MA                         6.75                                $358,091.42                          STANDARD
02476                      $358,400.00                         PRIMARY RESIDENCE                    N

600402196                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/23/2002                 80                                  $2,642.82                            09/01/2002
MA                         6                                   $440,361.18                          STANDARD

02066                      $440,800.00                         PRIMARY RESIDENCE                    N
600402231                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 69.31                               $2,183.55                            09/01/2002

MN                         6.375                               $349,675.83                          STANDARD
55311                      $350,000.00                         PRIMARY RESIDENCE                    N
600402247                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/12/2002                 51.19                               $2,788.97                            09/01/2002
IL                         6.75                                $429,629.78                          STANDARD
60201                      $430,000.00                         PRIMARY RESIDENCE                    N

600402278                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 73.3                                $2,963.38                            09/01/2002
MD                         6.375                               $474,560.06                          STREAMLINE

21029                      $475,000.00                         PRIMARY RESIDENCE                    N
600402379                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/17/2002                 75.02                               $2,245.93                            10/01/2002

NJ                         6.375                               $360,000.00                          STANDARD
08043                      $360,000.00                         PRIMARY RESIDENCE                    N
600402465                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 78.6                                $3,246.38                            09/01/2002
MI                         6.625                               $506,552.68                          STANDARD
48130                      $507,000.00                         PRIMARY RESIDENCE                    N

600402483                  10/01/2002                          PUD                                  REFINANCE
08/27/2002                 69.67                               $2,007.37                            09/01/2002
MD                         6.625                               $313,223.41                          STANDARD

20721                      $313,500.00                         PRIMARY RESIDENCE                    N
600402485                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/14/2002                 41.67                               $2,528.27                            09/01/2002

PA                         6.5                                 $399,607.10                          STANDARD
19312                      $400,000.00                         PRIMARY RESIDENCE                    N
600402500                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/06/2002                 80                                  $3,387.88                            10/01/2002
MA                         6.5                                 $536,000.00                          STANDARD
02420                      $536,000.00                         PRIMARY RESIDENCE                    N

600402562                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 80                                  $2,535.63                            10/01/2002
MA                         6.625                               $396,000.00                          STANDARD

01984                      $396,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600402570                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 57.59                               $2,038.42                            10/01/2002
WI                         6.5                                 $322,500.00                          STANDARD

53092                      $322,500.00                         PRIMARY RESIDENCE                    N
600402615                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 75                                  $2,370.26                            10/01/2002

NJ                         6.5                                 $375,000.00                          STANDARD
08816                      $375,000.00                         PRIMARY RESIDENCE                    N
600402718                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/14/2002                 41.77                               $2,140.38                            09/01/2002
MA                         6.75                                $329,715.87                          STANDARD
02467                      $330,000.00                         PRIMARY RESIDENCE                    N

600402749                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/22/2002                 80                                  $1,946.77                            09/01/2002
VA                         6.5                                 $307,521.56                          STANDARD

23116                      $308,000.00                         PRIMARY RESIDENCE                    N
600402764                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 74.99                               $3,625.93                            09/01/2002

NJ                         6.375                               $580,661.70                          STANDARD
07405                      $581,200.00                         PRIMARY RESIDENCE                    N
600402771                  11/01/2002                          PUD                                  REFINANCE

08/28/2002                 74.72                               $2,368.19                            10/01/2002
GA                         6.625                               $369,850.00                          STANDARD
30067                      $369,850.00                         PRIMARY RESIDENCE                    N

600402957                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 68.75                               $2,085.82                            09/01/2002
CT                         6.5                                 $329,601.68                          STANDARD

06776                      $330,000.00                         PRIMARY RESIDENCE                    N
600402984                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 76.76                               $2,514.20                            10/01/2002

MA                         6.375                               $403,000.00                          STANDARD
02110                      $403,000.00                         PRIMARY RESIDENCE                    N
600403045                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 55.19                               $2,616.80                            10/01/2002
CA                         6.25                                $424,596.74                          STANDARD
94507                      $425,000.00                         PRIMARY RESIDENCE                    N

600403062                  09/01/2002                          PUD                                  REFINANCE
07/29/2002                 75.83                               $2,720.07                            09/01/2002
CA                         6.375                               $434,760.37                          STANDARD

92014                      $436,000.00                         PRIMARY RESIDENCE                    N
600403066                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 53.6                                $2,913.83                            09/01/2002

IN                         6.5                                 $460,583.25                          STANDARD
46783                      $461,000.00                         PRIMARY RESIDENCE                    N
600403113                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/09/2002                 80                                  $1,908.85                            10/01/2002
VA                         6.5                                 $302,000.00                          STANDARD
20120                      $302,000.00                         PRIMARY RESIDENCE                    N

600403116                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 72.02                               $2,241.09                            10/01/2002
MA                         6.625                               $349,623.97                          STANDARD

02094                      $350,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600403118                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 69.85                               $3,080.84                            09/01/2002
MA                         6.75                                $474,591.04                          STANDARD

01810                      $475,000.00                         PRIMARY RESIDENCE                    N
600403174                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 60.32                               $1,216.59                            10/01/2002

IL                         6.625                               $189,832.37                          STATED INCOME
60302                      $190,000.00                         PRIMARY RESIDENCE                    N
600403267                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/15/2002                 71.14                               $3,803.45                            10/01/2002
CA                         6.625                               $593,475.92                          STANDARD
94941                      $594,000.00                         PRIMARY RESIDENCE                    N

600403294                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 74.45                               $2,094.05                            10/01/2002
MA                         6.5                                 $331,000.49                          STANDARD

01879                      $331,300.00                         PRIMARY RESIDENCE                    N
600403295                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/18/2002                 69                                  $2,307.05                            10/01/2002

MA                         6.5                                 $365,000.00                          STANDARD
02067                      $365,000.00                         PRIMARY RESIDENCE                    N
600403299                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/18/2002                 69.3                                $3,666.00                            10/01/2002
MA                         6.5                                 $580,000.00                          STANDARD
02420                      $580,000.00                         PRIMARY RESIDENCE                    N

600403306                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/20/2002                 50.72                               $2,241.09                            10/01/2002
CA                         6.625                               $349,691.20                          STANDARD

94117                      $350,000.00                         PRIMARY RESIDENCE                    N
600403602                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 79.79                               $2,432.24                            10/01/2002

MA                         6.75                                $375,000.00                          STANDARD
02421                      $375,000.00                         PRIMARY RESIDENCE                    N
600403625                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 51.14                               $2,292.32                            10/01/2002
MA                         6.625                               $358,000.00                          STREAMLINE
01720                      $358,000.00                         PRIMARY RESIDENCE                    N

600403648                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 69.26                               $2,954.92                            10/01/2002
MD                         6.5                                 $467,077.37                          STANDARD

20878                      $467,500.00                         PRIMARY RESIDENCE                    N
600403662                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 67.8                                $2,398.20                            10/01/2002

MA                         6                                   $400,000.00                          STANDARD
02332                      $400,000.00                         PRIMARY RESIDENCE                    N
600403793                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/04/2002                 59.72                               $2,030.70                            10/01/2002
AZ                         6.375                               $325,500.00                          STANDARD
85331                      $325,500.00                         PRIMARY RESIDENCE                    N

600403803                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/20/2002                 56.88                               $1,150.36                            10/01/2002
MA                         6.5                                 $182,000.00                          STATED INCOME

01960                      $182,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600403840                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/17/2002                 80                                  $2,463.92                            10/01/2002
PA                         6.625                               $384,800.00                          STANDARD

19096                      $384,800.00                         PRIMARY RESIDENCE                    N
600403850                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/20/2002                 54                                  $2,064.97                            10/01/2002

IL                         6.5                                 $326,700.00                          STANDARD
60015                      $326,700.00                         PRIMARY RESIDENCE                    N
600403895                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/14/2002                 36.32                               $2,237.66                            09/01/2002
MA                         6.75                                $344,702.97                          STANDARD
01890                      $345,000.00                         PRIMARY RESIDENCE                    N

600403959                  10/01/2002                          PUD                                  PURCHASE
08/13/2002                 80                                  $2,869.59                            10/01/2002
FL                         6.5                                 $453,589.58                          STANDARD

33618                      $454,000.00                         PRIMARY RESIDENCE                    N
600404000                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 52.86                               $3,050.72                            09/01/2002

MA                         6.375                               $488,547.09                          STANDARD
02633                      $489,000.00                         SECOND HOME                          N
600404164                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/30/2002                 59.45                               $2,743.18                            09/01/2002
VA                         6.5                                 $433,607.65                          STANDARD
22207                      $434,000.00                         PRIMARY RESIDENCE                    N

600404178                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 49.65                               $2,632.73                            10/01/2002
DC                         6.375                               $421,609.15                          STANDARD

20016                      $422,000.00                         PRIMARY RESIDENCE                    N
600404220                  10/01/2002                          PUD                                  REFINANCE
08/30/2002                 78.79                               $4,108.44                            09/01/2002

MO                         6.5                                 $649,412.39                          STANDARD
64113                      $650,000.00                         PRIMARY RESIDENCE                    N
600404226                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 68                                  $3,818.08                            10/01/2002
MA                         6.375                               $612,000.00                          STANDARD
01810                      $612,000.00                         PRIMARY RESIDENCE                    N

600404288                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 80                                  $2,902.46                            09/01/2002
KY                         6.5                                 $458,784.87                          STANDARD

40065                      $459,200.00                         PRIMARY RESIDENCE                    N
600404309                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 82.52                               $2,721.32                            09/01/2002

CA                         6.625                               $424,625.03                          STANDARD
94598                      $425,000.00                         PRIMARY RESIDENCE                    N
600404348                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/30/2002                 79.81                               $2,631.68                            10/01/2002
MD                         6.625                               $410,637.38                          STANDARD
21102                      $411,000.00                         PRIMARY RESIDENCE                    N

600404349                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 70                                  $3,008.64                            10/01/2002
CT                         6.5                                 $476,000.00                          STANDARD

06032                      $476,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600404352                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/15/2002                 80                                  $2,073.18                            10/01/2002
IL                         6.5                                 $327,703.49                          STANDARD

60035                      $328,000.00                         PRIMARY RESIDENCE                    N
600404374                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 76.25                               $2,283.37                            10/01/2002

OH                         6.375                               $365,661.01                          STANDARD
45249                      $366,000.00                         PRIMARY RESIDENCE                    N
600404461                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/23/2002                 59.84                               $2,328.47                            09/01/2002
MA                         6.75                                $358,690.91                          STANDARD
02066                      $359,000.00                         SECOND HOME                          N

600404507                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 42.96                               $3,713.80                            10/01/2002
MA                         6.625                               $580,000.00                          STANDARD

02445                      $580,000.00                         PRIMARY RESIDENCE                    N
600404511                  10/01/2002                          TOWNHOUSE                            REFINANCE
08/19/2002                 79.22                               $3,080.59                            10/01/2002

VA                         6.125                               $506,507.22                          STANDARD
22102                      $507,000.00                         PRIMARY RESIDENCE                    N
600404639                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 62.12                               $2,270.89                            10/01/2002
CO                         6.375                               $363,662.86                          STANDARD
80220                      $364,000.00                         PRIMARY RESIDENCE                    N

600404662                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 79.55                               $3,642.09                            09/01/2002
MA                         6.625                               $568,298.16                          STANDARD

02186                      $568,800.00                         PRIMARY RESIDENCE                    N
600404795                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 66.47                               $2,869.80                            10/01/2002

NJ                         6.375                               $459,573.95                          STANDARD
08008                      $460,000.00                         PRIMARY RESIDENCE                    N
600404820                  10/01/2002                          PUD                                  REFINANCE

08/30/2002                 73.52                               $2,071.41                            09/01/2002
MD                         6.625                               $323,214.58                          STANDARD
20841                      $323,500.00                         PRIMARY RESIDENCE                    N

600404871                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 68.07                               $2,526.68                            09/01/2002
NC                         6.375                               $404,624.88                          STANDARD

27606                      $405,000.00                         PRIMARY RESIDENCE                    N
600404884                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 48.15                               $4,108.44                            09/01/2002

NH                         6.5                                 $649,412.39                          STANDARD
03750                      $650,000.00                         PRIMARY RESIDENCE                    N
600404964                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 72.73                               $2,049.00                            09/01/2002
MA                         6.625                               $319,717.67                          STANDARD
01545                      $320,000.00                         PRIMARY RESIDENCE                    N

600404996                  11/01/2002                          PUD                                  REFINANCE
09/03/2002                 50                                  $3,201.55                            10/01/2002
MD                         6.625                               $500,000.00                          STANDARD

20817                      $500,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600405003                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 50.91                               $2,620.25                            10/01/2002
IL                         6.375                               $419,611.00                          STANDARD

60527                      $420,000.00                         PRIMARY RESIDENCE                    N
600405043                  10/01/2002                          PUD                                  REFINANCE
08/27/2002                 60.42                               $2,291.25                            10/01/2002

CO                         6.5                                 $362,172.29                          STANDARD
80403                      $362,500.00                         PRIMARY RESIDENCE                    N
600405045                  10/01/2002                          PUD                                  REFINANCE

08/22/2002                 70.95                               $2,102.44                            09/01/2002
MD                         6.375                               $334,108.22                          STANDARD
21704                      $337,000.00                         PRIMARY RESIDENCE                    N

600405050                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 61.88                               $2,509.20                            09/01/2002
CA                         6.375                               $401,827.49                          STANDARD

90066                      $402,200.00                         PRIMARY RESIDENCE                    N
600405089                  10/01/2002                          PUD                                  REFINANCE
08/09/2002                 78.83                               $2,422.94                            10/01/2002

IL                         6.625                               $378,066.14                          STANDARD
60048                      $378,400.00                         PRIMARY RESIDENCE                    N
600405101                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/23/2002                 62.76                               $2,975.86                            09/01/2002
NC                         6.375                               $476,558.20                          STANDARD
27513                      $477,000.00                         PRIMARY RESIDENCE                    N

600405121                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 73.88                               $2,258.41                            10/01/2002
PA                         6.375                               $361,664.72                          STANDARD

19085                      $362,000.00                         PRIMARY RESIDENCE                    N
600405212                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 79.55                               $2,183.54                            09/01/2002

NJ                         6.375                               $349,675.84                          STANDARD
07021                      $350,000.00                         PRIMARY RESIDENCE                    N
600405219                  11/01/2002                          PUD                                  REFINANCE

09/06/2002                 78.05                               $2,022.62                            10/01/2002
MD                         6.5                                 $320,000.00                          STANDARD
21704                      $320,000.00                         PRIMARY RESIDENCE                    N

600405236                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 76.55                               $2,759.74                            09/01/2002
IL                         6.625                               $430,619.74                          STANDARD

60061                      $431,000.00                         PRIMARY RESIDENCE                    N
600405279                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 72.24                               $2,493.19                            09/01/2002

OH                         6.5                                 $394,093.41                          STANDARD
43065                      $394,450.00                         PRIMARY RESIDENCE                    N
600405297                  10/01/2002                          PUD                                  REFINANCE

08/20/2002                 71.09                               $2,439.33                            10/01/2002
KS                         6.375                               $388,828.16                          STANDARD
66224                      $391,000.00                         PRIMARY RESIDENCE                    N

600405299                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 79.25                               $2,149.03                            10/01/2002
IN                         6.5                                 $340,000.00                          STANDARD

46703                      $340,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600405302                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 80                                  $2,347.11                            09/01/2002
MA                         6.25                                $380,838.31                          STANDARD

02474                      $381,200.00                         PRIMARY RESIDENCE                    N
600405308                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/23/2002                 78.22                               $2,196.02                            10/01/2002

SC                         6.375                               $351,673.98                          STANDARD
29585                      $352,000.00                         SECOND HOME                          N
600405314                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 65.45                               $2,275.44                            09/01/2002
IN                         6.5                                 $359,674.56                          STANDARD
46260                      $360,000.00                         PRIMARY RESIDENCE                    N

600405317                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/09/2002                 80                                  $3,393.85                            10/01/2002
MA                         6.375                               $543,496.15                          STANDARD

01864                      $544,000.00                         PRIMARY RESIDENCE                    N
600405327                  11/01/2002                          SINGLE FAMILY                        REFINANCE
08/31/2002                 66.09                               $2,370.71                            10/01/2002

CA                         6.375                               $380,000.00                          STANDARD
90505                      $380,000.00                         PRIMARY RESIDENCE                    N
600405372                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/27/2002                 80                                  $3,548.74                            09/01/2002
NJ                         6                                   $591,310.76                          STANDARD
08550                      $591,900.00                         PRIMARY RESIDENCE                    N

600405382                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 79.55                               $3,318.36                            09/01/2002
IL                         6.5                                 $524,519.07                          STANDARD

60025                      $525,000.00                         PRIMARY RESIDENCE                    N
600405392                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 47.75                               $2,576.58                            09/01/2002

CA                         6.375                               $412,617.48                          STANDARD
94087                      $413,000.00                         PRIMARY RESIDENCE                    N
600405442                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 72.23                               $3,942.86                            10/01/2002
VA                         6.375                               $632,000.00                          STANDARD
22066                      $632,000.00                         PRIMARY RESIDENCE                    N

600405471                  10/01/2002                          PUD                                  PURCHASE
08/09/2002                 75.15                               $2,837.99                            10/01/2002
PA                         6.5                                 $448,359.80                          STANDARD

19312                      $449,000.00                         PRIMARY RESIDENCE                    N
600405499                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 19.84                               $3,135.06                            10/01/2002

MA                         6.5                                 $495,401.61                          STANDARD
01742                      $496,000.00                         PRIMARY RESIDENCE                    N
600405527                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/30/2002                 80                                  $3,387.88                            10/01/2002
WI                         6.5                                 $535,515.45                          STANDARD
53211                      $536,000.00                         PRIMARY RESIDENCE                    N

600405543                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/19/2002                 80                                  $2,149.04                            10/01/2002
MD                         6.5                                 $339,692.63                          STANDARD

21114                      $340,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600405551                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 73.23                               $3,008.64                            10/01/2002
VT                         6.5                                 $476,000.00                          STANDARD

05403                      $476,000.00                         PRIMARY RESIDENCE                    N
600405610                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/20/2002                 76.55                               $2,159.83                            10/01/2002

MA                         6.75                                $333,000.00                          STANDARD
02048                      $333,000.00                         PRIMARY RESIDENCE                    N
600405618                  10/01/2002                          PUD                                  REFINANCE

08/13/2002                 73.83                               $2,250.64                            09/01/2002
IN                         6.75                                $346,701.24                          STANDARD
46033                      $347,000.00                         PRIMARY RESIDENCE                    N

600405623                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 72.92                               $3,035.08                            10/01/2002
MA                         6.625                               $473,581.79                          STANDARD

02030                      $474,000.00                         PRIMARY RESIDENCE                    N
600405667                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 64.93                               $2,713.83                            10/01/2002

VA                         6.375                               $435,000.00                          STANDARD
22039                      $435,000.00                         PRIMARY RESIDENCE                    N
600405684                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/06/2002                 67.89                               $4,076.84                            09/01/2002
CA                         6.5                                 $644,416.91                          STANDARD
94024                      $645,000.00                         PRIMARY RESIDENCE                    N

600405919                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 64.71                               $2,085.82                            09/01/2002
MA                         6.5                                 $329,701.68                          STANDARD

02093                      $330,000.00                         PRIMARY RESIDENCE                    N
600405934                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/22/2002                 80                                  $2,168.74                            09/01/2002

MA                         6.625                               $338,401.17                          STANDARD
02038                      $338,700.00                         PRIMARY RESIDENCE                    N
600405944                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/16/2002                 75.97                               $3,015.86                            10/01/2002
MA                         6.625                               $471,000.00                          STANDARD
02067                      $471,000.00                         PRIMARY RESIDENCE                    N

600406148                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 46                                  $2,180.63                            09/01/2002
IL                         6.5                                 $344,688.12                          STANDARD

60540                      $345,000.00                         PRIMARY RESIDENCE                    N
600406181                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/05/2002                 86.02                               $2,910.20                            10/01/2002

NJ                         6.875                               $442,627.82                          STANDARD
08501                      $443,000.00                         PRIMARY RESIDENCE                    N
600406309                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 73.44                               $2,186.66                            10/01/2002
IL                         6.625                               $341,500.00                          STANDARD
60067                      $341,500.00                         PRIMARY RESIDENCE                    N

600406311                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/09/2002                 80                                  $2,654.69                            10/01/2002
VA                         6.5                                 $420,000.00                          STANDARD

22180                      $420,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600406313                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 73.01                               $3,760.80                            09/01/2002
MA                         6.5                                 $594,462.12                          STANDARD

02061                      $595,000.00                         PRIMARY RESIDENCE                    N
600406415                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 78.56                               $3,406.33                            09/01/2002

NC                         6.375                               $545,489.31                          STANDARD
27613                      $546,000.00                         PRIMARY RESIDENCE                    N
600406430                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/11/2002                 67.26                               $2,433.18                            10/01/2002
IL                         6.625                               $380,000.00                          STANDARD
60640                      $380,000.00                         PRIMARY RESIDENCE                    N

600406503                  09/01/2002                          PUD                                  PURCHASE
07/23/2002                 75.81                               $2,091.25                            09/01/2002
NV                         6.875                               $317,800.58                          STANDARD

89052                      $318,337.00                         SECOND HOME                          N
600406604                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 73.32                               $3,012.44                            09/01/2002

VA                         6.5                                 $476,169.14                          STANDARD
21180                      $476,600.00                         PRIMARY RESIDENCE                    N
600406696                  10/01/2002                          PUD                                  REFINANCE

07/29/2002                 80                                  $2,445.57                            10/01/2002
CA                         6.375                               $391,636.93                          STANDARD
92677                      $392,000.00                         PRIMARY RESIDENCE                    N

600406752                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 70.25                               $2,642.05                            10/01/2002
MA                         6.5                                 $418,000.00                          STANDARD

01748                      $418,000.00                         PRIMARY RESIDENCE                    N
600406871                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 67.94                               $2,892.23                            10/01/2002

MA                         6                                   $482,400.00                          STANDARD
01772                      $482,400.00                         PRIMARY RESIDENCE                    N
600406883                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/14/2002                 78.1                                $2,983.56                            09/01/2002
FL                         6.75                                $459,578.94                          STANDARD
33062                      $460,000.00                         PRIMARY RESIDENCE                    N

600406899                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 79.07                               $2,177.06                            09/01/2002
IL                         6.625                               $339,700.02                          STANDARD

60174                      $340,000.00                         PRIMARY RESIDENCE                    N
600406900                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/19/2002                 78.91                               $2,384.65                            09/01/2002

CA                         6.875                               $362,388.33                          STANDARD
94401                      $363,000.00                         PRIMARY RESIDENCE                    N
600407646                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/17/2002                 79.83                               $2,080.37                            10/01/2002
IL                         6.625                               $324,900.00                          STANDARD
60002                      $324,900.00                         PRIMARY RESIDENCE                    N

600408170                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/17/2002                 54.05                               $2,654.69                            10/01/2002
NY                         6.5                                 $420,000.00                          STANDARD

10803                      $420,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600408278                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 65                                  $2,656.01                            10/01/2002
MA                         6.75                                $409,500.00                          STATED INCOME

02180                      $409,500.00                         PRIMARY RESIDENCE                    N
600408290                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 59                                  $3,875.88                            10/01/2002

VA                         6.875                               $589,504.33                          STANDARD
22101                      $590,000.00                         PRIMARY RESIDENCE                    N
600408363                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/17/2002                 46                                  $2,907.52                            10/01/2002
MA                         6.5                                 $460,000.00                          STANDARD
02468                      $460,000.00                         PRIMARY RESIDENCE                    N

600408399                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/19/2002                 40.56                               $2,307.05                            10/01/2002
MA                         6.5                                 $365,000.00                          STANDARD

02043                      $365,000.00                         PRIMARY RESIDENCE                    N
600408602                  10/01/2002                          PUD                                  PURCHASE
08/30/2002                 66.29                               $2,199.60                            10/01/2002

CO                         6.5                                 $347,685.40                          STANDARD
80227                      $348,000.00                         PRIMARY RESIDENCE                    N
600408605                  11/01/2002                          PUD                                  REFINANCE

09/05/2002                 72.18                               $2,382.95                            10/01/2002
IL                         6.75                                $367,400.00                          STANDARD
60061                      $367,400.00                         PRIMARY RESIDENCE                    N

600408678                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 67.61                               $2,504.87                            09/01/2002
MN                         6.875                               $380,979.66                          STANDARD

55125                      $381,300.00                         PRIMARY RESIDENCE                    N
600408868                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 79                                  $2,529.23                            10/01/2002

IN                         6.625                               $394,651.50                          STANDARD
46202                      $395,000.00                         PRIMARY RESIDENCE                    N
600409106                  10/01/2002                          PUD                                  REFINANCE

08/13/2002                 74.05                               $2,017.14                            10/01/2002
CO                         6.75                                $310,732.24                          STANDARD
80129                      $311,000.00                         PRIMARY RESIDENCE                    N

600409262                  10/01/2002                          PUD                                  REFINANCE
08/09/2002                 45.21                               $2,085.82                            09/01/2002
IL                         6.5                                 $329,701.68                          STANDARD

60025                      $330,000.00                         PRIMARY RESIDENCE                    N
600409379                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/11/2002                 47.85                               $2,041.58                            10/01/2002

MA                         6.5                                 $323,000.00                          STANDARD
01845                      $323,000.00                         PRIMARY RESIDENCE                    N
600409449                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/20/2002                 69.96                               $2,470.52                            09/01/2002
NJ                         6.375                               $395,633.23                          STANDARD
07090                      $396,000.00                         PRIMARY RESIDENCE                    N

600409541                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 78.48                               $3,274.11                            09/01/2002
OH                         6.5                                 $516,281.72                          STANDARD

43004                      $518,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600409553                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 72.33                               $3,283.86                            09/01/2002
MN                         6.75                                $505,864.08                          STANDARD

55318                      $506,300.00                         PRIMARY RESIDENCE                    N
600409595                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/17/2002                 54.05                               $2,093.82                            10/01/2002

MA                         6.625                               $327,000.00                          STANDARD
01748                      $327,000.00                         PRIMARY RESIDENCE                    N
600409643                  10/01/2002                          PUD                                  REFINANCE

08/23/2002                 69.47                               $2,545.75                            10/01/2002
IL                         6.75                                $392,046.07                          STANDARD
60565                      $392,500.00                         PRIMARY RESIDENCE                    N

600409660                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/07/2002                 71.98                               $2,285.91                            10/01/2002
IL                         6.625                               $357,000.00                          STANDARD

60174                      $357,000.00                         PRIMARY RESIDENCE                    N
600410008                  11/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 60.63                               $2,445.99                            10/01/2002

IL                         6.625                               $382,000.00                          STANDARD
60047                      $382,000.00                         PRIMARY RESIDENCE                    N
600410031                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 61.8                                $1,927.76                            10/01/2002
CA                         6.375                               $308,713.80                          STANDARD
94928                      $309,000.00                         PRIMARY RESIDENCE                    N

600410034                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 60.91                               $2,089.96                            10/01/2002
CA                         6.375                               $335,000.00                          STANDARD

93428                      $335,000.00                         PRIMARY RESIDENCE                    N
600410046                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 80                                  $3,362.60                            10/01/2002

IN                         6.5                                 $531,519.07                          STANDARD
46205                      $532,000.00                         PRIMARY RESIDENCE                    N
600410102                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/19/2002                 46.49                               $2,925.18                            10/01/2002
MA                         6.75                                $451,000.00                          STANDARD
01776                      $451,000.00                         PRIMARY RESIDENCE                    N

600410329                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 86.96                               $2,241.09                            10/01/2002
VA                         6.625                               $350,000.00                          STANDARD

23235                      $350,000.00                         PRIMARY RESIDENCE                    N
600410431                  10/01/2002                          PUD                                  PURCHASE
08/01/2002                 80                                  $2,098.47                            10/01/2002

NJ                         6.5                                 $331,699.86                          STANDARD
07940                      $332,000.00                         PRIMARY RESIDENCE                    N
600410608                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/23/2002                 72.39                               $3,206.69                            09/01/2002
PA                         6.375                               $513,523.94                          STREAMLINE
19072                      $514,000.00                         PRIMARY RESIDENCE                    N

600410697                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 63                                  $4,033.96                            10/01/2002
MD                         6.625                               $629,444.17                          STANDARD

21403                      $630,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600410705                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/23/2002                 80                                  $2,117.02                            09/01/2002
PA                         6.75                                $326,118.98                          STANDARD

18940                      $326,400.00                         PRIMARY RESIDENCE                    N
600410737                  10/01/2002                          PUD                                  REFINANCE
08/16/2002                 60.71                               $2,686.29                            09/01/2002

CO                         6.5                                 $424,615.79                          STANDARD
80123                      $425,000.00                         PRIMARY RESIDENCE                    N
600410786                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/08/2002                 14.49                               $3,160.34                            10/01/2002
CA                         6.5                                 $499,547.99                          STREAMLINE
90274                      $500,000.00                         PRIMARY RESIDENCE                    N

600410801                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/09/2002                 57.14                               $2,594.40                            10/01/2002
MA                         6.75                                $400,000.00                          STANDARD

02420                      $400,000.00                         PRIMARY RESIDENCE                    N
600410846                  10/01/2002                          PUD                                  REFINANCE
08/22/2002                 40.31                               $4,130.01                            10/01/2002

SC                         6.625                               $644,430.93                          STANDARD
29928                      $645,000.00                         SECOND HOME                          N
600410853                  10/01/2002                          PUD                                  PURCHASE

08/28/2002                 80                                  $3,124.72                            10/01/2002
FL                         6.625                               $487,569.45                          STANDARD
33332                      $488,000.00                         PRIMARY RESIDENCE                    N

600410872                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 57.47                               $3,242.99                            10/01/2002
MA                         6.75                                $500,000.00                          STANDARD

02461                      $500,000.00                         PRIMARY RESIDENCE                    N
600411142                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 42.16                               $2,253.90                            10/01/2002

MA                         6.625                               $352,000.00                          STANDARD
02421                      $352,000.00                         PRIMARY RESIDENCE                    N
600411404                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/23/2002                 59                                  $3,022.27                            09/01/2002
MA                         6.625                               $471,583.56                          STANDARD
02035                      $472,000.00                         PRIMARY RESIDENCE                    N

600411455                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 63.8                                $3,416.02                            09/01/2002
MA                         6.875                               $519,563.15                          STANDARD

01719                      $520,000.00                         PRIMARY RESIDENCE                    N
600411514                  11/01/2002                          PUD                                  REFINANCE
09/03/2002                 48.15                               $2,027.58                            10/01/2002

CA                         6.375                               $325,000.00                          STANDARD
94596                      $325,000.00                         PRIMARY RESIDENCE                    N
600411563                  09/01/2002                          SINGLE FAMILY                        PURCHASE

08/01/2002                 74.61                               $2,216.58                            09/01/2002
MA                         6.25                                $359,315.06                          STANDARD
02639                      $360,000.00                         SECOND HOME                          N

600411576                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 78.43                               $2,594.40                            10/01/2002
NJ                         6.75                                $399,655.60                          STANDARD

08502                      $400,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600411854                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 79.7                                $3,349.96                            10/01/2002
WI                         6.5                                 $529,491.85                          STREAMLINE

53217                      $530,000.00                         PRIMARY RESIDENCE                    N
600412097                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/31/2002                 82.1                                $2,343.06                            10/01/2002

NJ                         6.75                                $360,626.19                          STANDARD
07647                      $361,250.00                         PRIMARY RESIDENCE                    N
600412155                  10/01/2002                          PUD                                  REFINANCE

08/14/2002                 75.74                               $2,920.15                            10/01/2002
VA                         6.5                                 $461,582.35                          STANDARD
22039                      $462,000.00                         PRIMARY RESIDENCE                    N

600412294                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 43.97                               $2,256.48                            10/01/2002
NC                         6.5                                 $355,933.75                          STANDARD

28692                      $357,000.00                         PRIMARY RESIDENCE                    N
600412310                  11/01/2002                          PUD                                  REFINANCE
09/10/2002                 76.37                               $3,031.87                            10/01/2002

MD                         6.625                               $473,500.00                          STANDARD
20882                      $473,500.00                         PRIMARY RESIDENCE                    N
600412322                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/30/2002                 61.19                               $2,170.65                            10/01/2002
VA                         6.625                               $338,700.91                          STANDARD
23220                      $339,000.00                         SECOND HOME                          N

600412420                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/21/2002                 79.99                               $3,115.76                            09/01/2002
VA                         6.625                               $486,170.68                          STANDARD

22308                      $486,600.00                         PRIMARY RESIDENCE                    N
600412779                  10/01/2002                          PUD                                  REFINANCE
08/21/2002                 78.28                               $2,180.26                            09/01/2002

CO                         6.625                               $340,199.58                          STANDARD
80016                      $340,500.00                         PRIMARY RESIDENCE                    N
600413082                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/23/2002                 80                                  $2,228.28                            09/01/2002
DE                         6.625                               $347,692.97                          STANDARD
19803                      $348,000.00                         PRIMARY RESIDENCE                    N

600413183                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 75                                  $3,457.67                            10/01/2002
MA                         6.625                               $540,000.00                          STREAMLINE

02446                      $540,000.00                         PRIMARY RESIDENCE                    N
600413244                  11/01/2002                          TOWNHOUSE                            REFINANCE
09/13/2002                 79.65                               $2,395.16                            10/01/2002

PA                         6.375                               $383,920.00                          STANDARD
19146                      $383,920.00                         PRIMARY RESIDENCE                    N
600413472                  11/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 54.84                               $2,545.39                            10/01/2002
CA                         6.375                               $408,000.00                          STANDARD
91103                      $408,000.00                         PRIMARY RESIDENCE                    N

600413478                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 71.43                               $4,108.44                            09/01/2002
MD                         6.5                                 $649,412.39                          STREAMLINE

20816                      $650,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600413536                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 79.25                               $3,044.68                            10/01/2002
MD                         6.625                               $475,500.00                          STANDARD

20832                      $475,500.00                         PRIMARY RESIDENCE                    N
600413544                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/26/2002                 80                                  $2,729.65                            10/01/2002

IL                         6.625                               $425,923.88                          STANDARD
60563                      $426,300.00                         PRIMARY RESIDENCE                    N
600413659                  11/01/2002                          SINGLE FAMILY                        REFINANCE

08/29/2002                 55.33                               $2,416.25                            10/01/2002
CT                         6.375                               $387,300.00                          STANDARD
06897                      $387,300.00                         PRIMARY RESIDENCE                    N

600413881                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 77.53                               $2,180.63                            10/01/2002
VA                         6.5                                 $344,467.39                          STANDARD

23236                      $345,000.00                         PRIMARY RESIDENCE                    N
600413887                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 84.91                               $2,702.11                            10/01/2002

MA                         6.625                               $422,000.00                          STANDARD
01845                      $422,000.00                         PRIMARY RESIDENCE                    N
600413916                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/26/2002                 80                                  $2,052.96                            10/01/2002
IN                         6.5                                 $324,317.05                          STANDARD
46278                      $324,800.00                         PRIMARY RESIDENCE                    N

600414086                  10/01/2002                          PUD                                  REFINANCE
08/26/2002                 77                                  $2,879.78                            09/01/2002
IL                         6.75                                $443,617.72                          STREAMLINE

60047                      $444,000.00                         PRIMARY RESIDENCE                    N
600414101                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 58.46                               $2,161.67                            10/01/2002

IL                         6.5                                 $342,000.00                          STANDARD
60035                      $342,000.00                         PRIMARY RESIDENCE                    N
600414183                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/26/2002                 55.22                               $3,182.35                            10/01/2002
NC                         6.625                               $496,561.50                          STANDARD
24137                      $497,000.00                         PRIMARY RESIDENCE                    N

600414185                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 71.46                               $1,983.91                            10/01/2002
CA                         6.375                               $318,000.00                          STANDARD

94605                      $318,000.00                         PRIMARY RESIDENCE                    N
600414186                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 76.57                               $2,085.82                            10/01/2002

IL                         6.5                                 $330,000.00                          STANDARD
60134                      $330,000.00                         PRIMARY RESIDENCE                    N
600414496                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/30/2002                 42.2                                $2,333.22                            09/01/2002
MA                         6.125                               $383,626.78                          STANDARD
02481                      $384,000.00                         PRIMARY RESIDENCE                    N

600414516                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 71.52                               $2,983.36                            09/01/2002
VA                         6.5                                 $471,573.31                          STANDARD

23226                      $472,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600414716                  10/01/2002                          PUD                                  REFINANCE
08/15/2002                 53.59                               $3,116.10                            09/01/2002
CA                         6.5                                 $492,554.32                          STANDARD

94127                      $493,000.00                         PRIMARY RESIDENCE                    N
600414926                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/17/2002                 60.56                               $3,444.77                            10/01/2002

IL                         6.5                                 $545,000.00                          STANDARD
60525                      $545,000.00                         PRIMARY RESIDENCE                    N
600415064                  10/01/2002                          PUD                                  REFINANCE

08/19/2002                 78.7                                $3,019.54                            09/01/2002
SC                         6.375                               $483,551.71                          STANDARD
29926                      $484,000.00                         PRIMARY RESIDENCE                    N

600415122                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 78.47                               $2,307.05                            09/01/2002
NJ                         6.5                                 $364,670.03                          STANDARD

08807                      $365,000.00                         PRIMARY RESIDENCE                    N
600416343                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 62.86                               $2,085.82                            09/01/2002

IL                         6.5                                 $329,701.68                          STANDARD
60062                      $330,000.00                         PRIMARY RESIDENCE                    N
600416548                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 59.48                               $2,152.35                            09/01/2002
CA                         6.375                               $344,680.46                          STANDARD
91320                      $345,000.00                         PRIMARY RESIDENCE                    N

600416882                  10/01/2002                          PUD                                  REFINANCE
08/23/2002                 71.43                               $3,119.35                            09/01/2002
IN                         6.375                               $499,536.90                          STANDARD

46032                      $500,000.00                         PRIMARY RESIDENCE                    N
600416964                  10/01/2002                          PUD                                  REFINANCE
08/20/2002                 69.87                               $3,269.08                            09/01/2002

IN                         6.375                               $523,514.67                          STANDARD
46217                      $524,000.00                         PRIMARY RESIDENCE                    N
600417706                  10/01/2002                          PUD                                  REFINANCE

08/20/2002                 57.85                               $3,472.65                            09/01/2002
NC                         6.25                                $563,464.85                          STANDARD
27915                      $564,000.00                         SECOND HOME                          N

600417959                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/28/2002                 70.42                               $2,734.25                            10/01/2002
NJ                         6.125                               $449,562.63                          STANDARD

08057                      $450,000.00                         PRIMARY RESIDENCE                    N
600418482                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 59.19                               $2,459.79                            10/01/2002

KY                         6.25                                $399,120.94                          STANDARD
40502                      $399,500.00                         PRIMARY RESIDENCE                    N
600418619                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/28/2002                 80                                  $2,275.44                            10/01/2002
MA                         6.5                                 $359,174.56                          STANDARD
01810                      $360,000.00                         PRIMARY RESIDENCE                    N

600419246                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 68.83                               $2,576.58                            09/01/2002
VA                         6.375                               $412,617.48                          STREAMLINE

22181                      $413,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600419590                  09/01/2002                          SINGLE FAMILY                        PURCHASE
07/18/2002                 70.72                               $3,320.83                            09/01/2002
CA                         6.75                                $511,115.86                          STANDARD

94602                      $512,000.00                         PRIMARY RESIDENCE                    N
600419808                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 56.7                                $2,370.09                            10/01/2002

MN                         6.375                               $379,548.13                          STANDARD
55436                      $379,900.00                         PRIMARY RESIDENCE                    N
600419875                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/23/2002                 74.11                               $3,207.89                            10/01/2002
IL                         6.25                                $520,505.65                          STANDARD
60564                      $521,000.00                         PRIMARY RESIDENCE                    N

600420007                  10/01/2002                          PUD                                  PURCHASE
08/30/2002                 80                                  $3,489.02                            10/01/2002
MD                         6.5                                 $551,500.98                          STANDARD

21032                      $552,000.00                         PRIMARY RESIDENCE                    N
600420452                  10/01/2002                          PUD                                  PURCHASE
08/16/2002                 61.92                               $640.31                              09/01/2002

UT                         6.625                               $99,911.77                           STATED INCOME
84057                      $100,000.00                         PRIMARY RESIDENCE                    N
600420983                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 78.14                               $2,123.75                            10/01/2002
PA                         6.5                                 $335,696.25                          STANDARD
19380                      $336,000.00                         PRIMARY RESIDENCE                    N

600421113                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 80                                  $2,670.16                            10/01/2002
DC                         6.375                               $427,603.59                          STANDARD

20016                      $428,000.00                         PRIMARY RESIDENCE                    N
600421799                  10/01/2002                          PUD                                  REFINANCE
08/26/2002                 40.6                                $2,532.91                            10/01/2002

NC                         6.375                               $405,623.97                          STANDARD
27502                      $406,000.00                         PRIMARY RESIDENCE                    N
600421808                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/12/2002                 29.41                               $3,201.55                            10/01/2002
PA                         6.625                               $500,000.00                          STANDARD
19087                      $500,000.00                         PRIMARY RESIDENCE                    N

600421939                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 80                                  $2,427.15                            09/01/2002
NC                         6.5                                 $383,652.85                          STANDARD

28226                      $384,000.00                         PRIMARY RESIDENCE                    N
600422166                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 63.83                               $2,997.95                            10/01/2002

PA                         6.5                                 $402,100.00                          STANDARD
15238                      $402,100.00                         PRIMARY RESIDENCE                    N
600422743                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/14/2002                 59.2                                $2,278.15                            09/01/2002
UT                         6.25                                $369,648.93                          STANDARD
84092                      $370,000.00                         PRIMARY RESIDENCE                    N

600422773                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 53.39                               $2,266.37                            09/01/2002
MA                         6.375                               $306,364.57                          STANDARD

02035                      $307,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600423086                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 80                                  $2,548.88                            09/01/2002
PA                         6.875                               $387,674.04                          STANDARD

19335                      $388,000.00                         PRIMARY RESIDENCE                    N
600423488                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/16/2002                 74.99                               $2,290.39                            10/01/2002

MA                         6.625                               $357,700.00                          STANDARD
02132                      $357,700.00                         INVESTMENT PROPERTY                  N
600423573                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/15/2002                 74.76                               $2,010.58                            10/01/2002
MA                         6.625                               $313,722.96                          STANDARD
01876                      $314,000.00                         PRIMARY RESIDENCE                    N

600423601                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 80                                  $4,031.40                            09/01/2002
MA                         6.625                               $629,044.52                          STANDARD

02090                      $629,600.00                         PRIMARY RESIDENCE                    N
600424036                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/11/2002                 80                                  $3,448.02                            10/01/2002

DC                         6.25                                $560,000.00                          STANDARD
20009                      $560,000.00                         PRIMARY RESIDENCE                    N
600424058                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/20/2002                 74.62                               $2,080.44                            09/01/2002
MA                         6                                   $346,654.56                          STANDARD
02631                      $347,000.00                         PRIMARY RESIDENCE                    N

600424068                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 75                                  $2,275.45                            10/01/2002
MA                         6.5                                 $360,000.00                          STANDARD

01810                      $360,000.00                         PRIMARY RESIDENCE                    N
600424069                  10/01/2002                          PUD                                  PURCHASE
08/16/2002                 80                                  $2,338.26                            10/01/2002

UT                         6.375                               $374,452.87                          STANDARD
84108                      $374,800.00                         PRIMARY RESIDENCE                    N
600424954                  11/01/2002                          CONDOMINIUM                          REFINANCE

09/17/2002                 78.13                               $4,105.80                            10/01/2002
MA                         6.875                               $625,000.00                          STANDARD
02118                      $625,000.00                         PRIMARY RESIDENCE                    N

600425295                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 63.74                               $3,122.42                            10/01/2002
CT                         6.5                                 $493,553.41                          STANDARD

06897                      $494,000.00                         PRIMARY RESIDENCE                    N
600425384                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 57.93                               $2,297.11                            09/01/2002

VA                         6.25                                $372,612.41                          STANDARD
22027                      $373,079.00                         PRIMARY RESIDENCE                    N
600425509                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/10/2002                 69.57                               $2,528.27                            10/01/2002
MA                         6.5                                 $400,000.00                          STANDARD
01564                      $400,000.00                         PRIMARY RESIDENCE                    N

600425566                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 70.56                               $2,010.58                            10/01/2002
VA                         6.625                               $314,000.00                          STANDARD

23220                      $314,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600425722                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 79.32                               $2,881.56                            10/01/2002
IN                         6.25                                $468,000.00                          STANDARD

46077                      $468,000.00                         PRIMARY RESIDENCE                    N
600425787                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 80                                  $3,019.53                            10/01/2002

MD                         6.375                               $483,495.23                          STANDARD
20814                      $484,000.00                         PRIMARY RESIDENCE                    N
600425819                  10/01/2002                          PUD                                  REFINANCE

08/29/2002                 80                                  $2,205.23                            09/01/2002
FL                         6.75                                $339,707.27                          STANDARD
34241                      $340,000.00                         PRIMARY RESIDENCE                    N

600425891                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 74.98                               $2,150.80                            09/01/2002
UT                         6.625                               $335,603.65                          STATED INCOME

84092                      $335,900.00                         PRIMARY RESIDENCE                    N
600426102                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/18/2002                 80                                  $2,469.33                            10/01/2002

NC                         6.125                               $406,400.00                          STANDARD
28211                      $406,400.00                         PRIMARY RESIDENCE                    N
600426170                  10/01/2002                          PUD                                  PURCHASE

08/30/2002                 80                                  $3,693.31                            10/01/2002
CO                         6.375                               $591,451.69                          STANDARD
80116                      $592,000.00                         PRIMARY RESIDENCE                    N

600426184                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 33.79                               $2,912.34                            10/01/2002
FL                         6.25                                $472,551.20                          STANDARD

33158                      $473,000.00                         PRIMARY RESIDENCE                    N
600426239                  11/01/2002                          PUD                                  PURCHASE
09/12/2002                 79.65                               $3,160.34                            10/01/2002

KS                         6.5                                 $500,000.00                          STANDARD
66220                      $500,000.00                         PRIMARY RESIDENCE                    N
600426294                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/15/2002                 80                                  $3,261.15                            09/01/2002
NJ                         6.75                                $502,367.10                          STANDARD
07079                      $502,800.00                         PRIMARY RESIDENCE                    N

600426397                  10/01/2002                          CONDOMINIUM                          PURCHASE
08/30/2002                 80                                  $2,672.21                            10/01/2002
MA                         6.25                                $433,588.21                          STANDARD

01773                      $434,000.00                         PRIMARY RESIDENCE                    N
600426489                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 80                                  $2,300.00                            10/01/2002

PA                         6.625                               $358,883.08                          STANDARD
19143                      $359,200.00                         PRIMARY RESIDENCE                    N
600426838                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/09/2002                 63.04                               $2,678.37                            10/01/2002
MA                         6.25                                $435,000.00                          STANDARD
02540                      $435,000.00                         SECOND HOME                          N

600426912                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 77.36                               $2,919.71                            10/01/2002
OH                         6.375                               $468,000.00                          STANDARD

43054                      $468,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600427023                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 76.09                               $2,212.24                            09/01/2002
NJ                         6.5                                 $349,683.59                          STANDARD

08807                      $350,000.00                         PRIMARY RESIDENCE                    N
600427028                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/20/2002                 60.75                               $2,027.58                            10/01/2002

MA                         6.375                               $325,000.00                          STANDARD
02482                      $325,000.00                         PRIMARY RESIDENCE                    N
600427519                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/13/2002                 54.09                               $2,481.34                            10/01/2002
IL                         6.25                                $402,881.96                          STANDARD
60068                      $403,000.00                         PRIMARY RESIDENCE                    N

600427555                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 54                                  $3,324.87                            10/01/2002
NJ                         6.25                                $540,000.00                          STANDARD

07675                      $540,000.00                         PRIMARY RESIDENCE                    N
600427609                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 56.58                               $2,771.62                            10/01/2002

MI                         6.5                                 $438,500.00                          STANDARD
48025                      $438,500.00                         PRIMARY RESIDENCE                    N
600427763                  11/01/2002                          PUD                                  REFINANCE

09/07/2002                 78.68                               $2,567.54                            10/01/2002
MO                         6.25                                $417,000.00                          STANDARD
63303                      $417,000.00                         PRIMARY RESIDENCE                    N

600427783                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/12/2002                 68.52                               $2,278.15                            10/01/2002
MD                         6.25                                $370,000.00                          STANDARD

21769                      $370,000.00                         PRIMARY RESIDENCE                    N
600428669                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/23/2002                 80                                  $2,189.48                            10/01/2002

MA                         6.5                                 $346,400.00                          STANDARD
02760                      $346,400.00                         PRIMARY RESIDENCE                    N
600428989                  11/01/2002                          SINGLE FAMILY                        REFINANCE

08/28/2002                 80                                  $2,512.13                            10/01/2002
MN                         6.25                                $408,000.00                          STANDARD
55346                      $408,000.00                         PRIMARY RESIDENCE                    N

600429054                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/09/2002                 80                                  $2,513.11                            10/01/2002
IL                         6.5                                 $397,600.00                          STANDARD

60302                      $397,600.00                         PRIMARY RESIDENCE                    N
600429232                  10/01/2002                          PUD                                  REFINANCE
08/17/2002                 63.31                               $3,413.17                            10/01/2002

MD                         6.5                                 $539,511.83                          STANDARD
20905                      $540,000.00                         PRIMARY RESIDENCE                    N
600429294                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/09/2002                 80                                  $2,017.27                            10/01/2002
NC                         6.125                               $332,000.00                          STANDARD
27130                      $332,000.00                         PRIMARY RESIDENCE                    N

600429936                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/19/2002                 50.76                               $2,326.01                            10/01/2002
ME                         6.5                                 $368,000.00                          STANDARD

04032                      $368,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600430101                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 79.08                               $2,118.07                            10/01/2002
IN                         6.25                                $344,000.00                          STANDARD

46237                      $344,000.00                         PRIMARY RESIDENCE                    N
600430682                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 53.53                               $2,300.73                            10/01/2002

MD                         6.5                                 $363,670.94                          STANDARD
21012                      $364,000.00                         PRIMARY RESIDENCE                    N
600430719                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/12/2002                 45.59                               $3,929.82                            10/01/2002
CA                         6.25                                $638,250.00                          STANDARD
94563                      $638,250.00                         PRIMARY RESIDENCE                    N

600430729                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/24/2002                 87                                  $2,544.45                            10/01/2002
NJ                         6.25                                $413,250.00                          STANDARD

07090                      $413,250.00                         PRIMARY RESIDENCE                    N
600430752                  10/01/2002                          PUD                                  REFINANCE
09/03/2002                 72.5                                $3,524.15                            09/01/2002

IN                         6.125                               $579,436.27                          STANDARD
46256                      $580,000.00                         PRIMARY RESIDENCE                    N
600430826                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/11/2002                 79.83                               $2,418.19                            10/01/2002
NH                         6.25                                $392,743.00                          STANDARD
03087                      $392,743.00                         PRIMARY RESIDENCE                    N

600430873                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 74.84                               $2,441.05                            10/01/2002
MD                         6.5                                 $385,850.87                          STANDARD

21035                      $386,200.00                         PRIMARY RESIDENCE                    N
600430875                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/09/2002                 66.92                               $2,713.83                            10/01/2002

MA                         6.375                               $435,000.00                          STANDARD
01760                      $435,000.00                         PRIMARY RESIDENCE                    N
600431028                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/17/2002                 80                                  $2,955.44                            10/01/2002
IN                         6.25                                $480,000.00                          STANDARD
46205                      $480,000.00                         PRIMARY RESIDENCE                    N

600431373                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 58.42                               $2,769.98                            10/01/2002
MD                         6.375                               $444,000.00                          STANDARD

20733                      $444,000.00                         PRIMARY RESIDENCE                    N
600431471                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 69.67                               $2,607.78                            09/01/2002

PA                         6.375                               $417,612.85                          STANDARD
15217                      $418,000.00                         PRIMARY RESIDENCE                    N
600431576                  11/01/2002                          PUD                                  REFINANCE

09/06/2002                 74.6                                $2,327.03                            10/01/2002
IL                         6.375                               $373,000.00                          STANDARD
60565                      $373,000.00                         PRIMARY RESIDENCE                    N

600431707                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/22/2002                 71.97                               $2,093.44                            10/01/2002
CA                         6.25                                $339,677.39                          STANDARD

92026                      $340,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600432299                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 61.75                               $2,191.95                            10/01/2002
MD                         6.25                                $356,000.00                          STANDARD

20854                      $356,000.00                         PRIMARY RESIDENCE                    N
600433084                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 73.06                               $2,262.80                            10/01/2002

LA                         6.5                                 $358,000.00                          STANDARD
70433                      $358,000.00                         PRIMARY RESIDENCE                    N
600433548                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/12/2002                 79.94                               $3,106.87                            10/01/2002
IL                         6.375                               $498,000.00                          STANDARD
60126                      $498,000.00                         PRIMARY RESIDENCE                    N

600433791                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 26.77                               $2,589.06                            10/01/2002
PA                         6.375                               $414,074.86                          STANDARD

19317                      $415,000.00                         PRIMARY RESIDENCE                    N
600434685                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 80                                  $2,283.07                            10/01/2002

PA                         6.75                                $351,696.93                          STANDARD
19129                      $352,000.00                         PRIMARY RESIDENCE                    N
600434789                  11/01/2002                          PUD                                  REFINANCE

09/18/2002                 80                                  $2,108.22                            10/01/2002
FL                         6.25                                $342,400.00                          STANDARD
34677                      $342,400.00                         PRIMARY RESIDENCE                    N

600436269                  10/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 62.77                               $2,788.98                            09/01/2002
MA                         6.75                                $429,629.77                          STANDARD

02186                      $430,000.00                         PRIMARY RESIDENCE                    N
600436275                  10/01/2002                          PUD                                  REFINANCE
09/05/2002                 48                                  $1,997.77                            09/01/2002

SC                         6.625                               $311,724.73                          STANDARD
29928                      $312,000.00                         SECOND HOME                          N
600436420                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/29/2002                 80                                  $2,907.52                            09/01/2002
NJ                         6.5                                 $459,584.15                          STANDARD
07748                      $460,000.00                         PRIMARY RESIDENCE                    N

600437304                  10/01/2002                          CONDOMINIUM                          PURCHASE
08/29/2002                 89.97                               $2,181.32                            10/01/2002
CA                         6.125                               $358,645.27                          STANDARD

90403                      $359,000.00                         PRIMARY RESIDENCE                    N
600437964                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 76.52                               $2,253.89                            10/01/2002

NJ                         6.625                               $352,000.00                          STANDARD
07090                      $352,000.00                         PRIMARY RESIDENCE                    N
600438251                  10/01/2002                          PUD                                  PURCHASE

08/29/2002                 74.23                               $2,275.44                            09/01/2002
AZ                         6.5                                 $359,674.56                          STANDARD
85737                      $360,000.00                         PRIMARY RESIDENCE                    N

600438866                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/29/2002                 80                                  $2,118.69                            10/01/2002
MA                         6.5                                 $334,896.98                          STANDARD

02140                      $335,200.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600439268                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/10/2002                 80                                  $2,329.76                            10/01/2002
VA                         6.75                                $359,200.00                          STANDARD

23059                      $359,200.00                         PRIMARY RESIDENCE                    N
600439365                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 90                                  $2,478.01                            10/01/2002

FL                         6.625                               $386,658.55                          STANDARD
33176                      $387,000.00                         PRIMARY RESIDENCE                    N
600439501                  11/01/2002                          PUD                                  REFINANCE

09/09/2002                 79.34                               $2,544.14                            10/01/2002
TX                         6.375                               $407,800.00                          STANDARD
76016                      $407,800.00                         PRIMARY RESIDENCE                    N

600439731                  10/01/2002                          SINGLE FAMILY                        PURCHASE
09/04/2002                 63.33                               $2,370.08                            10/01/2002
MA                         6.375                               $379,548.14                          STANDARD

01886                      $379,900.00                         PRIMARY RESIDENCE                    N
600439798                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 70.11                               $2,007.24                            10/01/2002

CA                         6.25                                $326,000.00                          STANDARD
92649                      $326,000.00                         PRIMARY RESIDENCE                    N
600440190                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 75.79                               $2,275.44                            10/01/2002
CA                         6.5                                 $360,000.00                          STANDARD
90066                      $360,000.00                         PRIMARY RESIDENCE                    N

600440780                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/05/2002                 78.01                               $2,113.03                            10/01/2002
UT                         6.625                               $330,000.00                          STANDARD

84653                      $330,000.00                         PRIMARY RESIDENCE                    N
600441211                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 80                                  $2,510.02                            10/01/2002

PA                         6.625                               $392,000.00                          STANDARD
19147                      $392,000.00                         PRIMARY RESIDENCE                    N
600441852                  11/01/2002                          PUD                                  REFINANCE

09/20/2002                 77.88                               $2,829.22                            10/01/2002
IN                         6.25                                $459,500.00                          STANDARD
46143                      $459,500.00                         PRIMARY RESIDENCE                    N

600442188                  11/01/2002                          PUD                                  REFINANCE
09/03/2002                 67.05                               $3,739.82                            10/01/2002
FL                         6.75                                $576,600.00                          STANDARD

34747                      $576,600.00                         PRIMARY RESIDENCE                    N
600442714                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/06/2002                 80                                  $2,817.52                            10/01/2002

CT                         6.25                                $457,600.00                          STANDARD
06482                      $457,600.00                         PRIMARY RESIDENCE                    N
600442740                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/19/2002                 79.96                               $2,364.47                            10/01/2002
DE                         6.375                               $379,000.00                          STANDARD
19707                      $379,000.00                         PRIMARY RESIDENCE                    N

600442975                  11/01/2002                          PUD                                  REFINANCE
09/07/2002                 80                                  $3,009.50                            10/01/2002
IL                         6.75                                $464,000.00                          STANDARD

60012                      $464,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600444077                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 72.29                               $2,398.70                            10/01/2002
MD                         6.5                                 $379,156.93                          STANDARD

21771                      $379,500.00                         PRIMARY RESIDENCE                    N
600444185                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/12/2002                 90                                  $2,363.44                            10/01/2002

MN                         6.25                                $383,850.00                          STANDARD
55304                      $383,850.00                         PRIMARY RESIDENCE                    N
600444789                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/12/2002                 80                                  $2,776.04                            10/01/2002
CA                         6.5                                 $439,200.00                          STANDARD
94112                      $439,200.00                         PRIMARY RESIDENCE                    N

600448431                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/16/2002                 70                                  $3,913.01                            10/01/2002
NJ                         6.125                               $644,000.00                          STANDARD

08550                      $644,000.00                         PRIMARY RESIDENCE                    N
600449249                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/13/2002                 70.52                               $2,133.64                            10/01/2002

NJ                         6.375                               $342,000.00                          STANDARD
07960                      $342,000.00                         PRIMARY RESIDENCE                    N
600449274                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/12/2002                 80                                  $3,094.39                            10/01/2002
NJ                         6.375                               $496,000.00                          STANDARD
07078                      $496,000.00                         PRIMARY RESIDENCE                    N

600451260                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/20/2002                 66.78                               $3,065.53                            10/01/2002
IN                         6.5                                 $485,000.00                          STANDARD

46250                      $485,000.00                         PRIMARY RESIDENCE                    N
600459783                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 37.7                                $2,452.17                            10/01/2002

CA                         6                                   $408,592.83                          STANDARD
95125                      $409,000.00                         PRIMARY RESIDENCE                    N
600459784                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/20/2002                 66.4                                $3,137.53                            10/01/2002
IL                         6.625                               $488,812.16                          STANDARD
60137                      $490,000.00                         PRIMARY RESIDENCE                    N

600459785                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 62.5                                $3,201.56                            10/01/2002
CA                         6.625                               $499,558.86                          STANDARD

94087                      $500,000.00                         PRIMARY RESIDENCE                    N
600459786                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 36.03                               $3,472.59                            10/01/2002

CA                         6.5                                 $548,903.33                          STANDARD
94024                      $549,400.00                         PRIMARY RESIDENCE                    N
600459787                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 56.97                               $3,048.42                            10/01/2002
CA                         6.75                                $469,595.33                          STANDARD
95135                      $470,000.00                         PRIMARY RESIDENCE                    N

600459788                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 56                                  $2,212.24                            10/01/2002
CA                         6.5                                 $349,683.59                          STANDARD

94588                      $350,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600459789                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 43.24                               $2,528.28                            10/01/2002
CA                         6.5                                 $399,638.39                          STANDARD

94040                      $400,000.00                         PRIMARY RESIDENCE                    N
600459790                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 59.01                               $2,752.54                            10/01/2002

MA                         6.875                               $418,565.40                          STANDARD
01810                      $419,000.00                         PRIMARY RESIDENCE                    N
600459791                  10/01/2002                          CONDOMINIUM                          REFINANCE

08/21/2002                 75.27                               $4,027.80                            10/01/2002
CA                         6.75                                $620,465.33                          STANDARD
94118                      $621,000.00                         PRIMARY RESIDENCE                    N

600459792                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 77.95                               $3,643.37                            10/01/2002
CA                         6.625                               $568,497.98                          STANDARD

94596                      $569,000.00                         PRIMARY RESIDENCE                    N
600459793                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 12.79                               $2,263.44                            10/01/2002

CA                         6.5                                 $357,776.27                          STANDARD
94022                      $358,100.00                         PRIMARY RESIDENCE                    N
600459794                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 76.85                               $2,726.26                            10/01/2002
CA                         6.875                               $414,651.34                          STANDARD
91423                      $415,000.00                         PRIMARY RESIDENCE                    N

600459795                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 80                                  $3,418.47                            10/01/2002
CA                         6.25                                $554,673.20                          STANDARD

95060                      $555,200.00                         PRIMARY RESIDENCE                    N
600459796                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 55.91                               $2,302.53                            10/01/2002

CA                         6.75                                $354,694.35                          STANDARD
94598                      $355,000.00                         PRIMARY RESIDENCE                    N
600459797                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/28/2002                 80                                  $3,183.88                            10/01/2002
CA                         6.125                               $523,490.70                          STANDARD
94002                      $524,000.00                         PRIMARY RESIDENCE                    N

600459798                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 69.17                               $2,623.09                            10/01/2002
CA                         6.5                                 $414,624.83                          STANDARD

94536                      $415,000.00                         PRIMARY RESIDENCE                    N
600459799                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 56.49                               $2,278.15                            10/01/2002

CA                         6.25                                $369,648.93                          STANDARD
94588                      $370,000.00                         PRIMARY RESIDENCE                    N
600459800                  10/01/2002                          PUD                                  REFINANCE

08/23/2002                 73.15                               $2,566.20                            10/01/2002
CA                         6.5                                 $405,632.97                          STANDARD
94579                      $406,000.00                         PRIMARY RESIDENCE                    N

600459801                  10/01/2002                          PUD                                  REFINANCE
08/15/2002                 69.57                               $2,528.28                            10/01/2002
CA                         6.5                                 $399,638.39                          STANDARD

94303                      $400,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600459802                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 66.12                               $2,398.21                            10/01/2002
NJ                         6                                   $399,601.79                          STANDARD

08502                      $400,000.00                         PRIMARY RESIDENCE                    N
600459803                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/30/2002                 80                                  $2,955.45                            10/01/2002

NJ                         6.25                                $479,544.55                          STANDARD
08551                      $480,000.00                         PRIMARY RESIDENCE                    N
600459804                  10/01/2002                          PUD                                  REFINANCE

08/22/2002                 59.73                               $2,208.45                            10/01/2002
CO                         6.5                                 $349,084.13                          STANDARD
80111                      $349,400.00                         PRIMARY RESIDENCE                    N

600459805                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 70.72                               $2,139.88                            10/01/2002
CA                         6.375                               $342,682.31                          STANDARD

94521                      $343,000.00                         PRIMARY RESIDENCE                    N
600459806                  10/01/2002                          PUD                                  REFINANCE
08/19/2002                 36.67                               $2,853.83                            10/01/2002

CA                         6.75                                $439,621.17                          STANDARD
91301                      $440,000.00                         PRIMARY RESIDENCE                    N
600459807                  10/01/2002                          PUD                                  PURCHASE

08/29/2002                 64.83                               $2,155.02                            10/01/2002
GA                         6.25                                $349,667.90                          STANDARD
30004                      $350,000.00                         PRIMARY RESIDENCE                    N

600459808                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 48.35                               $2,200.15                            10/01/2002
CT                         6.5                                 $347,772.32                          STANDARD

06511                      $348,087.00                         PRIMARY RESIDENCE                    N
600459809                  10/01/2002                          PUD                                  REFINANCE
08/15/2002                 78.42                               $2,451.71                            10/01/2002

GA                         6.75                                $377,674.54                          STANDARD
30066                      $378,000.00                         PRIMARY RESIDENCE                    N
600459810                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/23/2002                 56.12                               $3,093.82                            10/01/2002
CA                         6.75                                $476,589.31                          STANDARD
95129                      $477,000.00                         PRIMARY RESIDENCE                    N

600459811                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 42.86                               $2,994.58                            10/01/2002
NJ                         6.375                               $479,555.42                          STANDARD

07901                      $480,000.00                         PRIMARY RESIDENCE                    N
600459812                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 56.94                               $2,862.19                            10/01/2002

CA                         6.625                               $446,605.62                          STANDARD
94925                      $447,000.00                         PRIMARY RESIDENCE                    N
600459813                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/29/2002                 80                                  $2,127.40                            10/01/2002
NJ                         6.375                               $340,684.16                          STANDARD
07040                      $341,000.00                         PRIMARY RESIDENCE                    N

600459814                  10/01/2002                          PUD                                  REFINANCE
08/26/2002                 70                                  $3,581.02                            10/01/2002
VA                         6.375                               $573,468.36                          STANDARD

22033                      $574,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

600459828                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 53.59                               $2,693.41                            10/01/2002
CA                         6.875                               $409,655.55                          STANDARD

94002                      $410,000.00                         PRIMARY RESIDENCE                    N
600460521                  11/01/2002                          PUD                                  REFINANCE
09/11/2002                 43.48                               $3,242.99                            10/01/2002

WA                         6.75                                $500,000.00                          STATED INCOME
98249                      $500,000.00                         SECOND HOME                          N
600462518                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/26/2002                 94.99                               $2,002.39                            10/01/2002
DE                         6.5                                 $316,800.00                          STANDARD
19720                      $316,800.00                         PRIMARY RESIDENCE                    N

653027014                  07/01/2002                          SINGLE FAMILY                        PURCHASE
05/31/2002                 80                                  $3,929.30                            09/01/2002
CA                         6.99                                $589,240.73                          STANDARD

95003                      $591,200.00                         PRIMARY RESIDENCE                    N
653030261                  08/01/2002                          SINGLE FAMILY                        REFINANCE
06/03/2002                 66.67                               $3,891.59                            09/01/2002

CA                         6.75                                $598,441.49                          STANDARD
92675                      $600,000.00                         PRIMARY RESIDENCE                    N
653094459                  07/01/2002                          SINGLE FAMILY                        REFINANCE

05/23/2002                 62.75                               $3,073.50                            09/01/2002
CA                         6.625                               $478,291.92                          STANDARD
95304                      $480,000.00                         PRIMARY RESIDENCE                    N

653096517                  08/01/2002                          SINGLE FAMILY                        PURCHASE
06/27/2002                 95                                  $2,098.62                            09/01/2002
NJ                         6.625                               $326,776.59                          STANDARD

07830                      $327,750.00                         PRIMARY RESIDENCE                    N
653103421                  07/01/2002                          SINGLE FAMILY                        REFINANCE
05/10/2002                 79.86                               $2,159.84                            10/01/2002

CA                         6.75                                $331,843.43                          STANDARD
92008                      $333,000.00                         PRIMARY RESIDENCE                    N
653107048                  07/01/2002                          SINGLE FAMILY                        REFINANCE

05/21/2002                 73                                  $2,397.80                            09/01/2002
NJ                         6.875                               $363,762.80                          STANDARD
07456                      $365,000.00                         PRIMARY RESIDENCE                    N

653135352                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 57.36                               $2,399.82                            09/01/2002
CA                         6.75                                $369,681.43                          STANDARD

95124                      $370,000.00                         PRIMARY RESIDENCE                    N
653145067                  08/01/2002                          PUD                                  PURCHASE
06/21/2002                 74.88                               $3,178.14                            09/01/2002

CA                         6.75                                $488,727.20                          STANDARD
92078                      $490,000.00                         PRIMARY RESIDENCE                    N
653146224                  07/01/2002                          SINGLE FAMILY                        REFINANCE

05/17/2002                 66                                  $2,195.50                            09/01/2002
CA                         7                                   $328,908.49                          STANDARD
92626                      $330,000.00                         PRIMARY RESIDENCE                    N

653189914                  08/01/2002                          SINGLE FAMILY                        PURCHASE
06/21/2002                 80                                  $2,352.04                            09/01/2002
CA                         6.25                                $380,906.96                          STANDARD

92708                      $382,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653205564                  08/01/2002                          SINGLE FAMILY                        REFINANCE
06/10/2002                 67.92                               $2,305.12                            09/01/2002
CA                         6.625                               $358,957.67                          STANDARD

92647                      $360,000.00                         PRIMARY RESIDENCE                    N
653208053                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/12/2002                 72.98                               $2,698.17                            09/01/2002

CA                         6.75                                $415,281.65                          STANDARD
92653                      $416,000.00                         PRIMARY RESIDENCE                    N
653208257                  08/01/2002                          PUD                                  REFINANCE

06/21/2002                 78.48                               $2,487.61                            09/01/2002
CA                         6.625                               $387,466.01                          STANDARD
92656                      $388,500.00                         PRIMARY RESIDENCE                    N

653215393                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/19/2002                 80                                  $2,058.78                            09/01/2002
OH                         6.375                               $329,694.35                          STANDARD

45036                      $330,000.00                         PRIMARY RESIDENCE                    N
653245133                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/05/2002                 80                                  $2,096.21                            10/01/2002

CA                         6.375                               $335,688.79                          STANDARD
93101                      $336,000.00                         PRIMARY RESIDENCE                    N
653245579                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/23/2002                 76.92                               $2,594.40                            10/01/2002
CA                         6.75                                $399,298.03                          STANDARD
92649                      $400,000.00                         PRIMARY RESIDENCE                    N

653246298                  09/01/2002                          PUD                                  REFINANCE
07/21/2002                 80                                  $3,568.54                            09/01/2002
CA                         6.375                               $570,905.98                          STANDARD

92673                      $572,000.00                         PRIMARY RESIDENCE                    N
653263648                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 76.47                               $4,270.04                            09/01/2002

MD                         6.875                               $649,453.92                          STANDARD
21131                      $650,000.00                         PRIMARY RESIDENCE                    N
653268736                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/17/2002                 38.33                               $3,634.40                            09/01/2002
NY                         6.5                                 $573,957.55                          STANDARD
11952                      $575,000.00                         PRIMARY RESIDENCE                    N

653269263                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/01/2002                 44.6                                $2,382.27                            09/01/2002
CA                         6.5                                 $376,259.27                          EXPRESS

90275                      $376,900.00                         PRIMARY RESIDENCE                    N
653270354                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/25/2002                 80                                  $2,149.04                            10/01/2002

NJ                         6.5                                 $339,383.59                          STANDARD
07726                      $340,000.00                         PRIMARY RESIDENCE                    N
653272698                  09/01/2002                          PUD                                  REFINANCE

07/10/2002                 78.4                                $2,477.71                            09/01/2002
CO                         6.5                                 $391,289.32                          STANDARD
81632                      $392,000.00                         SECOND HOME                          N

653273239                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/25/2002                 74.86                               $2,484.03                            10/01/2002
NJ                         6.5                                 $392,287.52                          STANDARD

07733                      $393,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653274693                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 85.79                               $3,253.33                            09/01/2002
NY                         7                                   $488,196.00                          STANDARD

11507                      $489,000.00                         PRIMARY RESIDENCE                    N
653275106                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/21/2002                 61.45                               $2,872.44                            09/01/2002

CA                         6.625                               $445,800.71                          STANDARD
92019                      $448,600.00                         PRIMARY RESIDENCE                    N
653276402                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/26/2002                 72.3                                $3,347.07                            09/01/2002
CA                         6.375                               $536,003.09                          STANDARD
92672                      $536,500.00                         PRIMARY RESIDENCE                    N

653276743                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/24/2002                 80                                  $2,595.55                            09/01/2002
NJ                         6.625                               $376,878.48                          STANDARD

08820                      $380,000.00                         PRIMARY RESIDENCE                    N
653296674                  10/01/2002                          PUD                                  PURCHASE
08/05/2002                 76.01                               $3,743.22                            09/01/2002

CA                         6.375                               $599,194.28                          STANDARD
92648                      $600,000.00                         PRIMARY RESIDENCE                    N
653298515                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/24/2002                 68.65                               $3,362.61                            09/01/2002
CA                         6.5                                 $531,519.06                          STANDARD
91316                      $532,000.00                         PRIMARY RESIDENCE                    N

653298537                  09/01/2002                          PUD                                  REFINANCE
07/17/2002                 71.69                               $2,945.44                            10/01/2002
CA                         6.5                                 $465,155.17                          STANDARD

92688                      $466,000.00                         PRIMARY RESIDENCE                    N
653301823                  09/01/2002                          PUD                                  REFINANCE
07/26/2002                 53.12                               $2,779.97                            09/01/2002

CA                         6.25                                $450,640.95                          STANDARD
92675                      $451,500.00                         PRIMARY RESIDENCE                    N
653302322                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/07/2002                 77.05                               $2,932.19                            10/01/2002
CA                         6.375                               $470,000.00                          STANDARD
93436                      $470,000.00                         PRIMARY RESIDENCE                    N

653303291                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/05/2002                 80                                  $2,645.21                            10/01/2002
CA                         6.375                               $423,607.29                          STANDARD

92014                      $424,000.00                         PRIMARY RESIDENCE                    N
653309988                  10/01/2002                          PUD                                  REFINANCE
08/24/2002                 67.77                               $3,015.87                            09/01/2002

CA                         6.625                               $470,584.44                          STANDARD
92692                      $471,000.00                         PRIMARY RESIDENCE                    N
653325614                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/21/2002                 77.9                                $3,052.89                            09/01/2002
CA                         6.5                                 $482,124.35                          STANDARD
91325                      $483,000.00                         PRIMARY RESIDENCE                    N

653346950                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/19/2002                 75                                  $3,841.87                            09/01/2002
CA                         6.625                               $598,900.48                          STANDARD

95037                      $600,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653365045                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/18/2002                 73.83                               $2,945.02                            09/01/2002
MD                         6.5                                 $393,384.76                          STANDARD

20814                      $395,000.00                         PRIMARY RESIDENCE                    N
653365632                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 85                                  $2,202.76                            10/01/2002

FL                         6.5                                 $348,184.95                          STANDARD
32789                      $348,500.00                         PRIMARY RESIDENCE                    N
653370149                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/05/2002                 78.97                               $2,448.46                            09/01/2002
CT                         6.75                                $377,174.98                          STANDARD
06525                      $377,500.00                         PRIMARY RESIDENCE                    N

653372992                  10/01/2002                          PUD                                  PURCHASE
08/17/2002                 80                                  $2,376.58                            09/01/2002
CA                         6.5                                 $375,660.09                          STANDARD

92592                      $376,000.00                         PRIMARY RESIDENCE                    N
653373009                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 48.35                               $2,597.80                            10/01/2002

CA                         6.5                                 $410,628.45                          STANDARD
92064                      $411,000.00                         PRIMARY RESIDENCE                    N
653373712                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/12/2002                 61.54                               $2,275.45                            09/01/2002
CA                         6.5                                 $359,674.55                          STANDARD
93105                      $360,000.00                         PRIMARY RESIDENCE                    N

653373903                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 46.55                               $3,484.94                            10/01/2002
CA                         6.375                               $556,882.62                          STANDARD

90024                      $558,600.00                         PRIMARY RESIDENCE                    N
653374384                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/17/2002                 62.71                               $2,278.16                            09/01/2002

CA                         6.25                                $369,648.92                          STANDARD
95020                      $370,000.00                         PRIMARY RESIDENCE                    N
653376663                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/25/2002                 55.94                               $2,528.28                            09/01/2002
CA                         6.5                                 $399,274.82                          STANDARD
95138                      $400,000.00                         PRIMARY RESIDENCE                    N

653377316                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 65                                  $5,916.16                            09/01/2002
NJ                         6.5                                 $935,153.84                          STANDARD

07940                      $936,000.00                         PRIMARY RESIDENCE                    N
653380243                  11/01/2002                          PUD                                  PURCHASE
09/13/2002                 76                                  $2,524.45                            10/01/2002

AZ                         6.25                                $410,000.00                          STANDARD
85262                      $410,000.00                         PRIMARY RESIDENCE                    N
653394096                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 77.5                                $2,334.15                            09/01/2002
NJ                         6.625                               $309,377.31                          STANDARD
08514                      $310,000.00                         PRIMARY RESIDENCE                    N

653400404                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 78.47                               $2,114.92                            10/01/2002
CA                         6.375                               $338,686.02                          STANDARD

91381                      $339,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653435995                  11/01/2002                          PUD                                  REFINANCE
09/04/2002                 67.91                               $3,691.28                            10/01/2002
FL                         6.5                                 $584,000.00                          STANDARD

33308                      $584,000.00                         PRIMARY RESIDENCE                    N
653436519                  10/01/2002                          PUD                                  PURCHASE
08/08/2002                 80                                  $1,991.40                            09/01/2002

CA                         6.375                               $318,904.35                          STANDARD
91784                      $319,200.00                         PRIMARY RESIDENCE                    N
653439339                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/26/2002                 79.57                               $2,302.79                            09/01/2002
CA                         6.25                                $373,288.41                          STANDARD
93065                      $374,000.00                         PRIMARY RESIDENCE                    N

653440637                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/18/2002                 73.4                                $2,426.86                            09/01/2002
CA                         6.375                               $388,266.56                          STANDARD

95746                      $389,000.00                         PRIMARY RESIDENCE                    N
653440689                  10/01/2002                          PUD                                  PURCHASE
08/01/2002                 80                                  $2,457.95                            09/01/2002

CA                         6.25                                $398,821.22                          STANDARD
92656                      $399,200.00                         PRIMARY RESIDENCE                    N
653441148                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/08/2002                 65.52                               $3,002.33                            09/01/2002
NY                         6.5                                 $474,570.59                          STANDARD
10591                      $475,000.00                         PRIMARY RESIDENCE                    N

653453088                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/01/2002                 79.99                               $2,222.23                            10/01/2002
NJ                         6.375                               $355,770.08                          STANDARD

07940                      $356,200.00                         PRIMARY RESIDENCE                    N
653454186                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/10/2002                 50.01                               $2,370.89                            09/01/2002

CA                         6.5                                 $374,760.90                          STANDARD
95124                      $375,100.00                         PRIMARY RESIDENCE                    N
653460691                  10/01/2002                          PUD                                  REFINANCE

08/05/2002                 80                                  $3,227.17                            09/01/2002
CA                         6.625                               $503,555.33                          STANDARD
92694                      $504,000.00                         PRIMARY RESIDENCE                    N

653460729                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 70.84                               $2,395.54                            09/01/2002
NJ                         6.5                                 $378,657.38                          STANDARD

07928                      $379,000.00                         PRIMARY RESIDENCE                    N
653463127                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 84.5                                $2,136.39                            09/01/2002

CA                         6.5                                 $337,694.44                          STANDARD
94591                      $338,000.00                         PRIMARY RESIDENCE                    N
653463769                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/25/2002                 77.5                                $2,517.38                            09/01/2002
CA                         6.375                               $339,584.61                          STANDARD
95366                      $341,000.00                         PRIMARY RESIDENCE                    N

653469906                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 79.8                                $2,022.62                            09/01/2002
CA                         6.5                                 $319,710.71                          STANDARD

90638                      $320,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653470260                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 58.39                               $2,561.25                            10/01/2002
NJ                         6.625                               $399,647.08                          STANDARD

07040                      $400,000.00                         PRIMARY RESIDENCE                    N
653470978                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 78.16                               $2,149.04                            10/01/2002

OR                         6.5                                 $339,692.63                          STANDARD
97035                      $340,000.00                         PRIMARY RESIDENCE                    N
653471367                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/05/2002                 79.59                               $2,497.22                            10/01/2002
MD                         6.625                               $390,000.00                          STANDARD
20692                      $390,000.00                         PRIMARY RESIDENCE                    N

653471606                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/11/2002                 84.13                               $2,126.91                            09/01/2002
MO                         6.5                                 $336,195.80                          STANDARD

65203                      $336,500.00                         PRIMARY RESIDENCE                    N
653472194                  11/01/2002                          SINGLE FAMILY                        PURCHASE
09/13/2002                 80                                  $2,245.94                            10/01/2002

CA                         6.375                               $360,000.00                          STANDARD
92708                      $360,000.00                         PRIMARY RESIDENCE                    N
653472415                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/26/2002                 41.61                               $2,180.43                            09/01/2002
CA                         6.375                               $349,176.29                          STANDARD
91436                      $349,500.00                         PRIMARY RESIDENCE                    N

653472558                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/06/2002                 80                                  $2,595.30                            09/01/2002
CA                         6.375                               $415,614.70                          STANDARD

92629                      $416,000.00                         PRIMARY RESIDENCE                    N
653472944                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 73.33                               $2,745.03                            09/01/2002

CA                         6.375                               $439,592.47                          STREAMLINE
92660                      $440,000.00                         PRIMARY RESIDENCE                    N
653473091                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/18/2002                 80                                  $2,578.84                            09/01/2002
CA                         6.5                                 $407,631.16                          STANDARD
93906                      $408,000.00                         PRIMARY RESIDENCE                    N

653473370                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 70.34                               $3,312.04                            10/01/2002
NJ                         6.5                                 $523,049.62                          STANDARD

07733                      $524,000.00                         PRIMARY RESIDENCE                    N
653473555                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/09/2002                 42.7                                $3,940.69                            10/01/2002

OR                         6.375                               $533,800.00                          STANDARD
97201                      $533,800.00                         PRIMARY RESIDENCE                    N
653473972                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/13/2002                 62.96                               $2,177.06                            09/01/2002
NJ                         6.625                               $339,657.60                          STANDARD
07470                      $340,000.00                         PRIMARY RESIDENCE                    N

653475601                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/26/2002                 77.08                               $2,923.32                            09/01/2002
CA                         6.5                                 $461,661.51                          STANDARD

92673                      $462,500.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653492449                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 65.83                               $2,392.38                            10/01/2002
CA                         6.5                                 $377,992.35                          STANDARD

92629                      $378,500.00                         INVESTMENT PROPERTY                  N
653497917                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 68.45                               $2,124.23                            09/01/2002

CA                         6.25                                $344,672.65                          STREAMLINE
94549                      $345,000.00                         PRIMARY RESIDENCE                    N
653499568                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/22/2002                 78.28                               $2,270.89                            09/01/2002
CA                         6.375                               $363,662.86                          STANDARD
91902                      $364,000.00                         PRIMARY RESIDENCE                    N

653504037                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 70.89                               $3,493.68                            09/01/2002
CA                         6.375                               $559,481.32                          STANDARD

91100                      $560,000.00                         PRIMARY RESIDENCE                    N
653507688                  10/01/2002                          PUD                                  REFINANCE
08/12/2002                 80                                  $2,275.45                            09/01/2002

CA                         6.5                                 $359,674.55                          STANDARD
95678                      $360,000.00                         PRIMARY RESIDENCE                    N
653509984                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/08/2002                 79.57                               $2,373.87                            09/01/2002
CA                         6.75                                $365,684.88                          STANDARD
92131                      $366,000.00                         PRIMARY RESIDENCE                    N

653524570                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 70                                  $3,163.51                            09/01/2002
CA                         6.5                                 $500,047.53                          STANDARD

90045                      $500,500.00                         PRIMARY RESIDENCE                    N
653525383                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/02/2002                 72.92                               $2,183.55                            09/01/2002

CA                         6.375                               $349,559.38                          STANDARD
90807                      $350,000.00                         PRIMARY RESIDENCE                    N
653528718                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 75                                  $2,657.69                            10/01/2002
CA                         6.375                               $425,605.44                          STANDARD
90731                      $426,000.00                         PRIMARY RESIDENCE                    N

653529260                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/04/2002                 49.34                               $2,801.18                            09/01/2002
CA                         6.375                               $448,584.13                          STANDARD

92660                      $449,000.00                         PRIMARY RESIDENCE                    N
653529413                  10/01/2002                          PUD                                  REFINANCE
08/24/2002                 53.33                               $3,153.26                            09/01/2002

CA                         6.875                               $479,596.74                          STANDARD
91711                      $480,000.00                         PRIMARY RESIDENCE                    N
653529648                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/08/2002                 72.4                                $2,672.41                            09/01/2002
CA                         6.375                               $361,223.13                          STANDARD
92646                      $362,000.00                         PRIMARY RESIDENCE                    N

653529717                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 73.81                               $2,863.09                            10/01/2002
CA                         6.25                                $463,350.79                          STANDARD

92624                      $465,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653529893                  11/01/2002                          CONDOMINIUM                          REFINANCE
09/15/2002                 78.33                               $2,345.76                            10/01/2002
CA                         6.375                               $376,000.00                          STANDARD

90803                      $376,000.00                         PRIMARY RESIDENCE                    N
653529999                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/24/2002                 75.95                               $1,871.61                            09/01/2002

CA                         6.375                               $299,722.14                          STANDARD
95404                      $300,000.00                         PRIMARY RESIDENCE                    N
653530279                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/08/2002                 70                                  $3,056.97                            09/01/2002
CA                         6.375                               $489,546.16                          STANDARD
90274                      $490,000.00                         PRIMARY RESIDENCE                    N

653530375                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 71                                  $2,214.74                            09/01/2002
CA                         6.375                               $354,671.20                          STANDARD

91709                      $355,000.00                         PRIMARY RESIDENCE                    N
653530837                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/10/2002                 80                                  $2,345.76                            10/01/2002

CA                         6.375                               $375,651.74                          STANDARD
93012                      $376,000.00                         PRIMARY RESIDENCE                    N
653531056                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/03/2002                 60.84                               $2,952.93                            10/01/2002
CA                         6.375                               $399,172.07                          STANDARD
94550                      $400,000.00                         PRIMARY RESIDENCE                    N

653531092                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/13/2002                 79.96                               $2,825.35                            09/01/2002
CA                         6.5                                 $446,595.90                          STANDARD

93013                      $447,000.00                         PRIMARY RESIDENCE                    N
653531875                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/24/2002                 80                                  $2,245.94                            10/01/2002

NJ                         6.375                               $359,502.17                          STANDARD
07922                      $360,000.00                         PRIMARY RESIDENCE                    N
653532183                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 46.33                               $2,601.54                            09/01/2002
CA                         6.375                               $416,613.77                          STANDARD
95135                      $417,000.00                         PRIMARY RESIDENCE                    N

653532410                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/24/2002                 76.96                               $2,208.50                            09/01/2002
CA                         6.375                               $353,342.51                          STANDARD

92562                      $354,000.00                         PRIMARY RESIDENCE                    N
653532743                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 68.18                               $2,768.38                            09/01/2002

CA                         6.375                               $374,223.81                          STANDARD
91325                      $375,000.00                         PRIMARY RESIDENCE                    N
653533766                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/24/2002                 60.24                               $3,194.22                            09/01/2002
CA                         6.375                               $511,525.78                          STANDARD
91741                      $512,000.00                         SECOND HOME                          N

653533977                  10/01/2002                          PUD                                  REFINANCE
08/10/2002                 69.52                               $2,307.05                            09/01/2002
CA                         6.5                                 $364,670.03                          STANDARD

92807                      $365,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653534407                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/10/2002                 76                                  $2,105.76                            09/01/2002
CA                         6.25                                $341,675.49                          STANDARD

90703                      $342,000.00                         PRIMARY RESIDENCE                    N
653534631                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 63.54                               $2,576.59                            09/01/2002

CA                         6.375                               $412,617.47                          STANDARD
96106                      $413,000.00                         SECOND HOME                          N
653534656                  11/01/2002                          PUD                                  PURCHASE

09/04/2002                 80                                  $2,470.53                            10/01/2002
FL                         6.375                               $396,000.00                          STANDARD
33067                      $396,000.00                         PRIMARY RESIDENCE                    N

653534901                  10/01/2002                          PUD                                  REFINANCE
08/08/2002                 39.01                               $2,494.86                            10/01/2002
CA                         6.375                               $399,529.61                          STANDARD

92648                      $399,900.00                         PRIMARY RESIDENCE                    N
653534963                  11/01/2002                          SINGLE FAMILY                        REFINANCE
08/27/2002                 77.67                               $2,528.28                            10/01/2002

VA                         6.5                                 $400,000.00                          STANDARD
24014                      $400,000.00                         PRIMARY RESIDENCE                    N
653535340                  10/01/2002                          CONDOMINIUM                          REFINANCE

08/24/2002                 79.5                                $1,983.91                            09/01/2002
CA                         6.375                               $317,705.47                          STANDARD
94566                      $318,000.00                         PRIMARY RESIDENCE                    N

653535383                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 55.07                               $2,401.86                            09/01/2002
NJ                         6.5                                 $379,656.47                          STANDARD

07722                      $380,000.00                         PRIMARY RESIDENCE                    N
653535830                  10/01/2002                          PUD                                  REFINANCE
08/16/2002                 80                                  $1,946.77                            09/01/2002

TX                         6.5                                 $307,721.56                          STANDARD
77478                      $308,000.00                         PRIMARY RESIDENCE                    N
653535912                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/03/2002                 64.29                               $2,807.42                            09/01/2002
CA                         6.375                               $449,583.21                          STANDARD
91202                      $450,000.00                         PRIMARY RESIDENCE                    N

653536740                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 77.25                               $1,927.76                            09/01/2002
CO                         6.375                               $308,713.80                          STANDARD

80016                      $309,000.00                         PRIMARY RESIDENCE                    N
653538805                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 80                                  $2,295.85                            09/01/2002

CA                         6.375                               $367,659.15                          STANDARD
95111                      $368,000.00                         PRIMARY RESIDENCE                    N
653553057                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/22/2002                 70                                  $3,275.32                            09/01/2002
NY                         6.375                               $524,513.74                          STANDARD
10804                      $525,000.00                         PRIMARY RESIDENCE                    N

653553487                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 61.74                               $2,243.85                            09/01/2002
CT                         6.5                                 $354,679.07                          STANDARD

06492                      $355,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653553802                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/16/2002                 52.1                                $1,934.00                            09/01/2002
CA                         6.375                               $309,712.88                          STANDARD

94002                      $310,000.00                         SECOND HOME                          N
653554645                  10/01/2002                          PUD                                  REFINANCE
08/21/2002                 75.89                               $1,976.46                            09/01/2002

CA                         6.25                                $320,502.55                          STATED INCOME
92679                      $321,000.00                         PRIMARY RESIDENCE                    N
653554782                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/31/2002                 79.8                                $2,049.00                            09/01/2002
CA                         6.625                               $319,717.67                          STANDARD
91201                      $320,000.00                         PRIMARY RESIDENCE                    N

653555006                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/17/2002                 71.43                               $2,495.48                            09/01/2002
CA                         6.375                               $399,629.52                          STANDARD

91301                      $400,000.00                         PRIMARY RESIDENCE                    N
653555253                  10/01/2002                          PUD                                  PURCHASE
08/20/2002                 72.92                               $2,183.55                            09/01/2002

CA                         6.375                               $349,675.83                          STANDARD
91748                      $350,000.00                         PRIMARY RESIDENCE                    N
653555591                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 78.82                               $2,089.97                            09/01/2002
CA                         6.375                               $334,681.07                          STANDARD
92069                      $335,000.00                         PRIMARY RESIDENCE                    N

653555715                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/10/2002                 59.75                               $2,998.55                            09/01/2002
CA                         6.25                                $486,537.91                          STANDARD

90024                      $487,000.00                         PRIMARY RESIDENCE                    N
653556611                  10/01/2002                          PUD                                  REFINANCE
08/14/2002                 64.07                               $2,327.42                            09/01/2002

CA                         6.25                                $377,641.33                          STANDARD
92009                      $378,000.00                         PRIMARY RESIDENCE                    N
653556941                  10/01/2002                          PUD                                  REFINANCE

08/26/2002                 78.8                                $2,414.02                            09/01/2002
CA                         6.375                               $326,323.17                          STANDARD
91354                      $327,000.00                         PRIMARY RESIDENCE                    N

653557191                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 74.95                               $2,220.98                            09/01/2002
CA                         6.375                               $355,670.27                          STANDARD

92705                      $356,000.00                         PRIMARY RESIDENCE                    N
653561340                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 75                                  $2,770.73                            10/01/2002

CA                         6.25                                $449,573.02                          STANDARD
94549                      $450,000.00                         PRIMARY RESIDENCE                    N
653575829                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 79.9                                $2,056.50                            09/01/2002
CA                         6.25                                $333,683.08                          STANDARD
90631                      $334,000.00                         PRIMARY RESIDENCE                    N

653575893                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/24/2002                 33.68                               $4,055.16                            09/01/2002
ID                         6.375                               $649,397.97                          STREAMLINE

83348                      $650,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653577490                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/21/2002                 80                                  $2,216.59                            09/01/2002
CA                         6.25                                $359,658.41                          STANDARD

92129                      $360,000.00                         PRIMARY RESIDENCE                    N
653580082                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/14/2002                 80                                  $2,093.44                            10/01/2002

CA                         6.25                                $340,000.00                          STANDARD
93030                      $340,000.00                         PRIMARY RESIDENCE                    N
653594081                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/09/2002                 80                                  $2,196.03                            09/01/2002
WA                         6.375                               $351,673.97                          STANDARD
98075                      $352,000.00                         PRIMARY RESIDENCE                    N

653594168                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 69.48                               $2,964.40                            09/01/2002
CA                         6.5                                 $468,572.53                          STANDARD

90731                      $469,000.00                         PRIMARY RESIDENCE                    N
653594710                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 70.93                               $2,174.32                            09/01/2002

CA                         6.5                                 $343,689.01                          STANDARD
92026                      $344,000.00                         PRIMARY RESIDENCE                    N
653595345                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/20/2002                 50.3                                $2,589.07                            10/01/2002
NJ                         6.375                               $414,615.62                          STANDARD
07926                      $415,000.00                         PRIMARY RESIDENCE                    N

653596591                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/10/2002                 72.12                               $2,339.52                            09/01/2002
CA                         6.375                               $374,652.67                          STANDARD

95037                      $375,000.00                         PRIMARY RESIDENCE                    N
653596797                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 40.6                                $2,566.20                            09/01/2002

PA                         6.5                                 $405,632.97                          STANDARD
18901                      $406,000.00                         PRIMARY RESIDENCE                    N
653597437                  10/01/2002                          PUD                                  REFINANCE

08/12/2002                 64.17                               $2,882.28                            09/01/2002
CA                         6.375                               $461,572.10                          STANDARD
92679                      $462,000.00                         PRIMARY RESIDENCE                    N

653599806                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/10/2002                 68.64                               $3,206.94                            09/01/2002
CA                         6.375                               $475,689.53                          STREAMLINE

91108                      $480,500.00                         PRIMARY RESIDENCE                    N
653600309                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/17/2002                 79.81                               $2,091.22                            10/01/2002

CA                         6.375                               $334,889.53                          STANDARD
92705                      $335,200.00                         PRIMARY RESIDENCE                    N
653601780                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/24/2002                 69.15                               $2,578.84                            09/01/2002
NJ                         6.5                                 $407,531.16                          STANDARD
07751                      $408,000.00                         PRIMARY RESIDENCE                    N

653612861                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 76.83                               $1,965.20                            10/01/2002
NV                         6.375                               $314,673.44                          STANDARD

89149                      $315,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653614437                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/22/2002                 74.74                               $2,214.74                            09/01/2002
CA                         6.375                               $354,671.20                          STANDARD

90292                      $355,000.00                         PRIMARY RESIDENCE                    N
653620623                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 18.49                               $3,219.17                            09/01/2002

CA                         6.375                               $515,522.08                          STANDARD
94027                      $516,000.00                         PRIMARY RESIDENCE                    N
653640174                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/15/2002                 30.58                               $2,289.61                            09/01/2002
CA                         6.375                               $366,660.08                          STANDARD
94020                      $367,000.00                         PRIMARY RESIDENCE                    N

653643308                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 74.74                               $2,214.74                            09/01/2002
CA                         6.375                               $354,671.20                          STANDARD

95829                      $355,000.00                         PRIMARY RESIDENCE                    N
653644546                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/25/2002                 69.62                               $2,302.08                            09/01/2002

CA                         6.375                               $368,658.23                          STANDARD
92647                      $369,000.00                         PRIMARY RESIDENCE                    N
653646842                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 78.49                               $2,277.13                            10/01/2002
CA                         6.375                               $364,661.93                          STANDARD
92887                      $365,000.00                         PRIMARY RESIDENCE                    N

653647701                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/07/2002                 70                                  $3,025.47                            10/01/2002
NY                         6.625                               $472,500.00                          STANDARD

10546                      $472,500.00                         PRIMARY RESIDENCE                    N
653660555                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 51.72                               $1,847.16                            09/01/2002

CA                         6.25                                $299,562.50                          STANDARD
95008                      $300,000.00                         PRIMARY RESIDENCE                    N
653662795                  10/01/2002                          PUD                                  REFINANCE

08/09/2002                 73.75                               $2,576.59                            09/01/2002
CA                         6.375                               $412,617.47                          STANDARD
92869                      $413,000.00                         PRIMARY RESIDENCE                    N

653663330                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 46.09                               $2,344.98                            10/01/2002
NJ                         6.5                                 $370,664.60                          STANDARD

07417                      $371,000.00                         PRIMARY RESIDENCE                    N
653663572                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/17/2002                 74.77                               $2,528.28                            09/01/2002

FL                         6.5                                 $399,638.39                          STANDARD
33404                      $400,000.00                         PRIMARY RESIDENCE                    N
653665100                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 74.67                               $2,151.45                            09/01/2002
CA                         6.625                               $335,703.55                          STANDARD
91381                      $336,000.00                         PRIMARY RESIDENCE                    N

653665186                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 74.29                               $1,946.48                            10/01/2002
VA                         6.375                               $311,711.02                          STANDARD

20165                      $312,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653666359                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 64.23                               $2,496.67                            09/01/2002
CA                         6.5                                 $394,342.91                          STANDARD

90505                      $395,000.00                         PRIMARY RESIDENCE                    N
653669147                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 77.92                               $2,078.29                            09/01/2002

CA                         6.5                                 $307,388.96                          STANDARD
95020                      $307,800.00                         PRIMARY RESIDENCE                    N
653669676                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/12/2002                 43.16                               $2,557.87                            09/01/2002
CA                         6.375                               $409,620.26                          STANDARD
95032                      $410,000.00                         PRIMARY RESIDENCE                    N

653671938                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 67.04                               $2,317.93                            09/01/2002
CA                         6.625                               $361,680.61                          STANDARD

96140                      $362,000.00                         PRIMARY RESIDENCE                    N
653683803                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/10/2002                 77.69                               $2,209.71                            09/01/2002

CA                         6.5                                 $349,283.96                          STANDARD
90501                      $349,600.00                         PRIMARY RESIDENCE                    N
653688142                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 55.71                               $1,934.00                            10/01/2002
CA                         6.375                               $309,712.88                          STANDARD
95762                      $310,000.00                         PRIMARY RESIDENCE                    N

653689844                  10/01/2002                          CONDOMINIUM                          REFINANCE
08/08/2002                 65.29                               $2,496.67                            10/01/2002
CA                         6.5                                 $394,642.91                          STANDARD

90210                      $395,000.00                         PRIMARY RESIDENCE                    N
653691612                  10/01/2002                          PUD                                  PURCHASE
08/21/2002                 80                                  $2,610.28                            10/01/2002

CA                         6.375                               $417,987.67                          STANDARD
92606                      $418,400.00                         PRIMARY RESIDENCE                    N
653696990                  10/01/2002                          PUD                                  REFINANCE

08/17/2002                 47.55                               $2,139.62                            09/01/2002
CA                         6.875                               $325,426.37                          STANDARD
94521                      $325,700.00                         PRIMARY RESIDENCE                    N

653707622                  10/01/2002                          PUD                                  REFINANCE
08/14/2002                 50.38                               $2,948.75                            09/01/2002
CA                         6.5                                 $394,693.54                          STANDARD

92867                      $395,500.00                         PRIMARY RESIDENCE                    N
653711603                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 60.34                               $2,212.24                            09/01/2002

CA                         6.5                                 $349,683.59                          STANDARD
95630                      $350,000.00                         PRIMARY RESIDENCE                    N
653712113                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/12/2002                 71.63                               $2,413.13                            10/01/2002
CA                         6.375                               $386,800.00                          STANDARD
90019                      $386,800.00                         PRIMARY RESIDENCE                    N

653712179                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 41.67                               $2,495.48                            10/01/2002
CA                         6.375                               $399,629.52                          STANDARD

91316                      $400,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653712742                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/11/2002                 79.96                               $2,277.13                            09/01/2002
CA                         6.375                               $364,661.93                          STANDARD

93030                      $365,000.00                         PRIMARY RESIDENCE                    N
653713572                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 51.83                               $2,069.38                            09/01/2002

CA                         6.375                               $330,962.16                          STREAMLINE
90024                      $331,700.00                         PRIMARY RESIDENCE                    N
653715056                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/11/2002                 45.23                               $2,172.94                            10/01/2002
CA                         6.375                               $347,977.40                          STANDARD
95003                      $348,300.00                         PRIMARY RESIDENCE                    N

653715232                  10/01/2002                          PUD                                  REFINANCE
08/20/2002                 59.02                               $2,245.94                            09/01/2002
CA                         6.375                               $359,666.56                          STANDARD

90703                      $360,000.00                         PRIMARY RESIDENCE                    N
653715467                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 77.68                               $2,713.84                            09/01/2002

CA                         6.375                               $434,097.10                          STANDARD
95658                      $435,000.00                         PRIMARY RESIDENCE                    N
653717409                  10/01/2002                          PUD                                  REFINANCE

08/13/2002                 59.08                               $2,395.67                            09/01/2002
CA                         6.375                               $382,644.33                          STANDARD
92677                      $384,000.00                         PRIMARY RESIDENCE                    N

653719188                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/17/2002                 59.87                               $2,838.61                            10/01/2002
CA                         6.375                               $454,578.58                          STANDARD

94952                      $455,000.00                         PRIMARY RESIDENCE                    N
653719253                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 47.85                               $2,633.31                            09/01/2002

CA                         6.5                                 $389,479.19                          STANDARD
92130                      $390,000.00                         PRIMARY RESIDENCE                    N
653720370                  10/01/2002                          PUD                                  REFINANCE

08/26/2002                 81.27                               $2,028.94                            10/01/2002
VA                         6.5                                 $320,709.81                          STANDARD
20147                      $321,000.00                         PRIMARY RESIDENCE                    N

653736882                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/25/2002                 70.95                               $2,185.78                            09/01/2002
CA                         6.75                                $336,709.85                          STANDARD

91739                      $337,000.00                         PRIMARY RESIDENCE                    N
653737454                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 72.22                               $4,055.16                            09/01/2002

CA                         6.375                               $649,397.97                          STANDARD
95864                      $650,000.00                         PRIMARY RESIDENCE                    N
653738287                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 74.27                               $2,233.46                            09/01/2002
CA                         6.375                               $356,901.88                          STREAMLINE
92648                      $358,000.00                         PRIMARY RESIDENCE                    N

653741985                  10/01/2002                          PUD                                  REFINANCE
08/10/2002                 79.55                               $2,183.55                            09/01/2002
CA                         6.375                               $349,259.38                          STANDARD

92679                      $350,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653742877                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/17/2002                 75.37                               $2,303.96                            09/01/2002
CA                         6.375                               $368,957.95                          STANDARD

92129                      $369,300.00                         PRIMARY RESIDENCE                    N
653746168                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 76.04                               $2,277.13                            10/01/2002

CA                         6.375                               $364,561.93                          STANDARD
92647                      $365,000.00                         PRIMARY RESIDENCE                    N
653747123                  10/01/2002                          PUD                                  REFINANCE

08/23/2002                 79.01                               $3,499.92                            09/01/2002
CA                         6.375                               $560,480.39                          STANDARD
91304                      $561,000.00                         PRIMARY RESIDENCE                    N

653747185                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/15/2002                 68.6                                $2,388.60                            10/01/2002
CA                         6.875                               $363,294.53                          STANDARD

90740                      $363,600.00                         PRIMARY RESIDENCE                    N
653747206                  10/01/2002                          PUD                                  REFINANCE
08/23/2002                 71.76                               $2,283.37                            09/01/2002

CA                         6.375                               $365,661.01                          STANDARD
95678                      $366,000.00                         PRIMARY RESIDENCE                    N
653757828                  10/01/2002                          PUD                                  REFINANCE

08/10/2002                 69.35                               $3,726.05                            10/01/2002
CA                         6.5                                 $588,967.08                          STANDARD
91377                      $589,500.00                         PRIMARY RESIDENCE                    N

653757888                  10/01/2002                          PUD                                  REFINANCE
08/21/2002                 48.65                               $2,822.39                            09/01/2002
CA                         6.375                               $451,980.99                          STANDARD

94065                      $452,400.00                         PRIMARY RESIDENCE                    N
653761469                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 71.7                                $2,370.71                            10/01/2002

PA                         6.375                               $380,000.00                          STANDARD
19428                      $380,000.00                         PRIMARY RESIDENCE                    N
653761824                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/24/2002                 48.27                               $2,002.63                            09/01/2002
CA                         6.375                               $320,702.68                          STANDARD
92117                      $321,000.00                         PRIMARY RESIDENCE                    N

653765879                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 84.44                               $2,308.93                            09/01/2002
MD                         6.125                               $379,630.65                          STANDARD

21108                      $380,000.00                         PRIMARY RESIDENCE                    N
653766087                  10/01/2002                          PUD                                  REFINANCE
08/21/2002                 76.03                               $2,949.29                            10/01/2002

CA                         6.25                                $478,545.50                          STREAMLINE
92602                      $479,000.00                         PRIMARY RESIDENCE                    N
653766157                  10/01/2002                          PUD                                  REFINANCE

08/14/2002                 29.27                               $3,792.41                            09/01/2002
CA                         6.5                                 $599,457.59                          STANDARD
92677                      $600,000.00                         PRIMARY RESIDENCE                    N

653815212                  10/01/2002                          PUD                                  REFINANCE
08/10/2002                 55.15                               $2,339.52                            09/01/2002
CA                         6.375                               $374,592.19                          STANDARD

90720                      $375,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653823577                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/14/2002                 51.92                               $1,943.36                            09/01/2002
CA                         6.375                               $311,211.48                          STANDARD

92646                      $311,500.00                         PRIMARY RESIDENCE                    N
653840664                  10/01/2002                          PUD                                  REFINANCE
08/17/2002                 55.56                               $2,495.48                            09/01/2002

CA                         6.375                               $399,629.52                          STANDARD
92653                      $400,000.00                         PRIMARY RESIDENCE                    N
653843382                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 78.31                               $2,001.09                            10/01/2002
CA                         6.25                                $324,691.62                          STANDARD
93012                      $325,000.00                         PRIMARY RESIDENCE                    N

653844773                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 50.12                               $1,827.09                            09/01/2002
CA                         6.125                               $300,407.73                          STANDARD

91356                      $300,700.00                         PRIMARY RESIDENCE                    N
653844795                  10/01/2002                          PUD                                  REFINANCE
08/17/2002                 57                                  $2,600.45                            09/01/2002

CA                         6.75                                $341,323.30                          STANDARD
94552                      $342,000.00                         PRIMARY RESIDENCE                    N
653845783                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 73.31                               $3,180.25                            09/01/2002
CA                         6.375                               $475,851.16                          STANDARD
92705                      $476,500.00                         PRIMARY RESIDENCE                    N

653846218                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 79.8                                $1,970.30                            09/01/2002
CA                         6.25                                $319,596.67                          STANDARD

91001                      $320,000.00                         PRIMARY RESIDENCE                    N
653846268                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 59.29                               $2,623.09                            09/01/2002

CA                         6.5                                 $414,624.83                          STANDARD
92672                      $415,000.00                         PRIMARY RESIDENCE                    N
653846310                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/19/2002                 80                                  $2,138.79                            10/01/2002
CA                         6.125                               $351,657.88                          STANDARD
95116                      $352,000.00                         PRIMARY RESIDENCE                    N

653846343                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/24/2002                 67.16                               $2,844.31                            09/01/2002
CA                         6.5                                 $449,593.19                          STANDARD

92780                      $450,000.00                         PRIMARY RESIDENCE                    N
653846391                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/13/2002                 73.11                               $2,052.54                            09/01/2002

CA                         6.375                               $328,695.27                          STANDARD
94553                      $329,000.00                         PRIMARY RESIDENCE                    N
653846760                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/21/2002                 80                                  $2,969.63                            09/01/2002
CA                         6.375                               $475,559.12                          STANDARD
95018                      $476,000.00                         PRIMARY RESIDENCE                    N

653848968                  10/01/2002                          PUD                                  REFINANCE
08/17/2002                 80                                  $2,438.73                            10/01/2002
CA                         6.75                                $375,676.27                          STANDARD

92694                      $376,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653849069                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 80                                  $2,275.45                            09/01/2002
CO                         6.5                                 $359,674.55                          STANDARD

80443                      $360,000.00                         PRIMARY RESIDENCE                    N
653849965                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/18/2002                 62.59                               $2,821.41                            09/01/2002

CA                         6.75                                $434,625.47                          STANDARD
94626                      $435,000.00                         PRIMARY RESIDENCE                    N
653850773                  11/01/2002                          SINGLE FAMILY                        PURCHASE

09/03/2002                 71.6                                $1,851.47                            10/01/2002
CA                         6.25                                $300,700.00                          STANDARD
90638                      $300,700.00                         PRIMARY RESIDENCE                    N

653851445                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/28/2002                 75                                  $878.83                              09/01/2002
GA                         6.625                               $137,128.90                          STATED INCOME

30215                      $137,250.00                         PRIMARY RESIDENCE                    N
653852139                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/12/2002                 75.48                               $2,256.49                            10/01/2002

CA                         6.5                                 $356,677.26                          STANDARD
92869                      $357,000.00                         PRIMARY RESIDENCE                    N
653852200                  10/01/2002                          PUD                                  PURCHASE

08/26/2002                 80                                  $2,071.25                            10/01/2002
CA                         6.375                               $331,692.50                          STANDARD
92821                      $332,000.00                         PRIMARY RESIDENCE                    N

653857729                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 35                                  $2,870.46                            09/01/2002
CA                         6.5                                 $384,214.96                          STANDARD

90254                      $385,000.00                         PRIMARY RESIDENCE                    N
653870710                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/03/2002                 74.91                               $2,528.28                            10/01/2002

CA                         6.5                                 $400,000.00                          STANDARD
91302                      $400,000.00                         PRIMARY RESIDENCE                    N
653872834                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/17/2002                 78.03                               $2,480.87                            09/01/2002
CA                         6.5                                 $392,145.17                          STANDARD
91801                      $392,500.00                         PRIMARY RESIDENCE                    N

653875549                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/25/2002                 70.45                               $2,320.80                            09/01/2002
CA                         6.375                               $371,655.45                          STANDARD

93012                      $372,000.00                         PRIMARY RESIDENCE                    N
653875775                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 40.94                               $2,298.97                            09/01/2002

CA                         6.375                               $368,158.69                          STANDARD
93309                      $368,500.00                         PRIMARY RESIDENCE                    N
653897993                  11/01/2002                          SINGLE FAMILY                        REFINANCE

08/29/2002                 79.5                                $2,479.89                            10/01/2002
CA                         6.375                               $397,500.00                          STANDARD
90056                      $397,500.00                         PRIMARY RESIDENCE                    N

653955204                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 75                                  $2,417.67                            09/01/2002
CA                         6.5                                 $382,071.88                          STANDARD

92821                      $382,500.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

653957805                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 64.75                               $2,464.29                            09/01/2002
CA                         6.375                               $394,634.15                          STANDARD

90036                      $395,000.00                         PRIMARY RESIDENCE                    N
653978714                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 67.46                               $3,168.69                            09/01/2002

CA                         6.5                                 $424,133.39                          STANDARD
91901                      $425,000.00                         PRIMARY RESIDENCE                    N
653978920                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/06/2002                 50                                  $2,495.48                            10/01/2002
CA                         6.375                               $400,000.00                          STANDARD
91403                      $400,000.00                         PRIMARY RESIDENCE                    N

653978969                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/20/2002                 65.63                               $2,910.20                            09/01/2002
CA                         6.875                               $442,538.02                          STANDARD

91006                      $443,000.00                         PRIMARY RESIDENCE                    N
653980619                  11/01/2002                          PUD                                  REFINANCE
09/04/2002                 74.67                               $2,041.58                            10/01/2002

CA                         6.125                               $336,000.00                          STANDARD
92694                      $336,000.00                         PRIMARY RESIDENCE                    N
653980957                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/26/2002                 55.9                                $2,040.06                            09/01/2002
CA                         6.375                               $326,697.13                          STANDARD
91701                      $327,000.00                         PRIMARY RESIDENCE                    N

653982727                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/25/2002                 69.23                               $2,918.70                            09/01/2002
CA                         6.75                                $449,612.55                          STANDARD

94030                      $450,000.00                         PRIMARY RESIDENCE                    N
653992007                  11/01/2002                          SINGLE FAMILY                        REFINANCE
08/30/2002                 80                                  $2,370.71                            10/01/2002

CA                         6.375                               $380,000.00                          STANDARD
92821                      $380,000.00                         PRIMARY RESIDENCE                    N
654070679                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/05/2002                 68.28                               $2,136.39                            10/01/2002
CA                         6.5                                 $338,000.00                          STANDARD
92352                      $338,000.00                         SECOND HOME                          N

654085554                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 70.64                               $2,401.90                            10/01/2002
CA                         6.375                               $385,000.00                          STANDARD

92677                      $385,000.00                         PRIMARY RESIDENCE                    N
654110671                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/15/2002                 77.45                               $2,300.73                            10/01/2002

CA                         6.5                                 $364,000.00                          STANDARD
90703                      $364,000.00                         PRIMARY RESIDENCE                    N
654131355                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/12/2002                 63.16                               $2,275.45                            10/01/2002
CA                         6.5                                 $360,000.00                          STANDARD
95123                      $360,000.00                         PRIMARY RESIDENCE                    N

654132034                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/11/2002                 69.57                               $2,528.28                            10/01/2002
CA                         6.5                                 $400,000.00                          STANDARD

91901                      $400,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

654132422                  11/01/2002                          PUD                                  REFINANCE
09/06/2002                 69.23                               $2,275.45                            10/01/2002
CA                         6.5                                 $360,000.00                          STANDARD

92867                      $360,000.00                         PRIMARY RESIDENCE                    N
654134988                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/06/2002                 67.09                               $2,332.34                            10/01/2002

CA                         6.5                                 $369,000.00                          STANDARD
94707                      $369,000.00                         PRIMARY RESIDENCE                    N
654135725                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/07/2002                 75.28                               $2,621.15                            10/01/2002
CA                         6.875                               $399,000.00                          STANDARD
92653                      $399,000.00                         PRIMARY RESIDENCE                    N

654141012                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/17/2002                 45.93                               $2,400.07                            10/01/2002
GA                         6.125                               $395,000.00                          STANDARD

30306                      $395,000.00                         PRIMARY RESIDENCE                    N
654141328                  11/01/2002                          PUD                                  REFINANCE
09/15/2002                 61.9                                $2,239.70                            10/01/2002

CA                         6.375                               $359,000.00                          STANDARD
92127                      $359,000.00                         PRIMARY RESIDENCE                    N
654141374                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/14/2002                 72.81                               $2,475.52                            10/01/2002
CA                         6.375                               $396,800.00                          STANDARD
91775                      $396,800.00                         PRIMARY RESIDENCE                    N

654146890                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/14/2002                 49.68                               $2,944.67                            10/01/2002
CA                         6.375                               $472,000.00                          STANDARD

90265                      $472,000.00                         PRIMARY RESIDENCE                    N
685157738                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/02/2002                 80                                  $3,893.10                            09/01/2002

VA                         6.625                               $607,463.57                          SELECT
22030                      $608,000.00                         PRIMARY RESIDENCE                    N
685175067                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/23/2002                 76.47                               $4,894.18                            09/01/2002
MA                         6.625                               $647,380.61                          STANDARD
02478                      $650,000.00                         PRIMARY RESIDENCE                    N

685177172                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 80                                  $2,445.58                            09/01/2002
IL                         6.375                               $391,636.92                          STANDARD

60175                      $392,000.00                         PRIMARY RESIDENCE                    N
685180316                  10/01/2002                          PUD                                  PURCHASE
08/23/2002                 90                                  $2,358.23                            09/01/2002

IL                         6.375                               $377,649.90                          STANDARD
60564                      $378,000.00                         PRIMARY RESIDENCE                    N
685182020                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/07/2002                 58.82                               $2,212.24                            10/01/2002
MI                         6.5                                 $349,683.59                          STANDARD
48138                      $350,000.00                         PRIMARY RESIDENCE                    N

685183029                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 48.21                               $2,068.21                            09/01/2002
CA                         6.625                               $322,715.02                          STREAMLINE

93012                      $323,000.00                         SECOND HOME                          N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

685183441                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 80                                  $2,939.68                            10/01/2002
MA                         6.375                               $470,763.57                          STANDARD

01719                      $471,200.00                         PRIMARY RESIDENCE                    N
685184020                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/23/2002                 64.29                               $2,918.70                            09/01/2002

CA                         6.75                                $449,222.92                          STANDARD
94563                      $450,000.00                         PRIMARY RESIDENCE                    N
685185420                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/22/2002                 53.85                               $2,241.09                            09/01/2002
FL                         6.625                               $349,380.70                          EXPRESS
33042                      $350,000.00                         PRIMARY RESIDENCE                    N

685185684                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/01/2002                 71.38                               $2,171.07                            09/01/2002
TX                         6.375                               $347,677.68                          STANDARD

77868                      $348,000.00                         PRIMARY RESIDENCE                    N
685186646                  09/01/2002                          CONDOMINIUM                          PURCHASE
07/31/2002                 80                                  $2,359.43                            09/01/2002

NJ                         6.25                                $382,470.91                          STATED INCOME
07020                      $383,200.00                         PRIMARY RESIDENCE                    N
685187250                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/25/2002                 79.91                               $2,310.85                            09/01/2002
CA                         6.5                                 $364,937.17                          STANDARD
94503                      $365,600.00                         PRIMARY RESIDENCE                    N

685187640                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/19/2002                 55.56                               $2,241.09                            10/01/2002
AZ                         6.625                               $349,380.70                          STANDARD

85250                      $350,000.00                         PRIMARY RESIDENCE                    N
685188643                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/19/2002                 61.42                               $2,217.86                            09/01/2002

CT                         6.375                               $353,834.40                          STREAMLINE
06477                      $355,500.00                         PRIMARY RESIDENCE                    N
685188677                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/30/2002                 80                                  $2,590.31                            09/01/2002
IL                         6.375                               $414,815.44                          STANDARD
60565                      $415,200.00                         PRIMARY RESIDENCE                    N

685188834                  10/01/2002                          SINGLE FAMILY                        REFINANCE
07/29/2002                 75.78                               $2,476.15                            09/01/2002
NY                         6                                   $412,588.85                          STANDARD

11746                      $413,000.00                         PRIMARY RESIDENCE                    N
685189136                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/25/2002                 72.16                               $2,155.02                            09/01/2002

MA                         6.25                                $349,332.10                          STANDARD
01950                      $350,000.00                         PRIMARY RESIDENCE                    N
685189145                  09/01/2002                          CONDOMINIUM                          PURCHASE

07/26/2002                 75.31                               $2,275.45                            10/01/2002
IL                         6.5                                 $359,347.34                          STANDARD
60610                      $360,000.00                         PRIMARY RESIDENCE                    N

685189575                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/05/2002                 75.56                               $2,177.06                            09/01/2002
NJ                         6.625                               $339,700.02                          STANDARD

07040                      $340,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

685189795                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/25/2002                 66.67                               $2,305.12                            09/01/2002
CA                         6.625                               $359,363.01                          STANDARD

90630                      $360,000.00                         PRIMARY RESIDENCE                    N
685190240                  09/01/2002                          PUD                                  REFINANCE
07/16/2002                 80                                  $2,745.66                            10/01/2002

VA                         6.625                               $428,041.25                          STANDARD
23188                      $428,800.00                         PRIMARY RESIDENCE                    N
685190420                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/25/2002                 44.9                                $2,171.07                            09/01/2002
CO                         6.375                               $347,353.65                          STANDARD
80206                      $348,000.00                         PRIMARY RESIDENCE                    N

685190448                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/19/2002                 58.59                               $3,147.70                            09/01/2002
IN                         6.5                                 $497,097.16                          SUPER SELECT

46055                      $498,000.00                         PRIMARY RESIDENCE                    N
685190627                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/25/2002                 68.26                               $3,160.35                            09/01/2002

MA                         6.5                                 $499,093.52                          STREAMLINE
02601                      $500,000.00                         SECOND HOME                          N
685191023                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/20/2002                 47.31                               $3,887.22                            09/01/2002
CA                         6.5                                 $613,885.05                          STANDARD
91011                      $615,000.00                         PRIMARY RESIDENCE                    N

685191053                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/19/2002                 66.67                               $2,497.22                            09/01/2002
CA                         6.625                               $389,309.91                          STANDARD

92705                      $390,000.00                         PRIMARY RESIDENCE                    N
685191130                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/13/2002                 73.62                               $3,841.87                            10/01/2002

CA                         6.625                               $598,938.34                          STANDARD
94404                      $600,000.00                         PRIMARY RESIDENCE                    N
685191146                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/20/2002                 50.35                               $2,740.54                            09/01/2002
CA                         6.625                               $427,242.67                          STANDARD
92675                      $428,000.00                         PRIMARY RESIDENCE                    N

685191246                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/06/2002                 71.38                               $2,353.79                            09/01/2002
NJ                         6.625                               $367,275.67                          STREAMLINE

07901                      $367,600.00                         PRIMARY RESIDENCE                    N
685191477                  10/01/2002                          PUD                                  REFINANCE
08/06/2002                 71.05                               $2,307.05                            10/01/2002

PA                         6.5                                 $363,332.20                          STANDARD
19382                      $365,000.00                         PRIMARY RESIDENCE                    N
685192035                  10/01/2002                          PUD                                  REFINANCE

08/19/2002                 69.42                               $2,338.66                            09/01/2002
MD                         6.5                                 $369,665.51                          STANDARD
20854                      $370,000.00                         PRIMARY RESIDENCE                    N

685192606                  09/01/2002                          PUD                                  REFINANCE
07/25/2002                 78.18                               $2,118.07                            09/01/2002
VA                         6.25                                $343,345.50                          STREAMLINE

22033                      $344,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

685192906                  09/01/2002                          CONDOMINIUM                          REFINANCE
07/18/2002                 79.55                               $2,029.79                            08/01/2002
MI                         6.625                               $316,439.08                          STANDARD

48323                      $317,000.00                         PRIMARY RESIDENCE                    N
685192998                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 74.14                               $2,896.14                            09/01/2002

MI                         6.5                                 $457,785.78                          SELECT
48334                      $458,200.00                         PRIMARY RESIDENCE                    N
685193477                  09/01/2002                          SINGLE FAMILY                        REFINANCE

07/20/2002                 51.27                               $2,061.81                            09/01/2002
MA                         6.625                               $321,430.23                          STANDARD
01922                      $322,000.00                         PRIMARY RESIDENCE                    N

685193979                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 80                                  $2,335.77                            09/01/2002
MA                         6.375                               $374,053.23                          STANDARD

01985                      $374,400.00                         PRIMARY RESIDENCE                    N
685193995                  10/01/2002                          PUD                                  REFINANCE
08/22/2002                 64.78                               $2,488.89                            10/01/2002

CO                         6.625                               $388,357.06                          STANDARD
80305                      $388,700.00                         PRIMARY RESIDENCE                    N
685194233                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/10/2002                 78.73                               $2,349.73                            09/01/2002
MI                         6.5                                 $347,335.27                          SELECT
48360                      $348,000.00                         PRIMARY RESIDENCE                    N

685194281                  10/01/2002                          PUD                                  REFINANCE
08/13/2002                 75.69                               $2,420.83                            10/01/2002
MD                         6.5                                 $382,653.75                          STANDARD

20777                      $383,000.00                         PRIMARY RESIDENCE                    N
685194554                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/10/2002                 63.1                                $2,253.33                            10/01/2002

NJ                         6.5                                 $356,177.71                          STREAMLINE
08510                      $356,500.00                         PRIMARY RESIDENCE                    N
685194575                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/07/2002                 73.67                               $2,095.31                            10/01/2002
CA                         6.5                                 $331,200.32                          STREAMLINE
92708                      $331,500.00                         PRIMARY RESIDENCE                    N

685195115                  09/01/2002                          SINGLE FAMILY                        REFINANCE
07/25/2002                 82.93                               $1,940.24                            09/01/2002
CA                         6.375                               $310,422.37                          STREAMLINE

95677                      $311,000.00                         PRIMARY RESIDENCE                    N
685196297                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/08/2002                 76.8                                $2,302.28                            09/01/2002

CA                         6                                   $383,617.72                          SELECT
92867                      $384,000.00                         PRIMARY RESIDENCE                    N
685196585                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/16/2002                 84.1                                $3,966.57                            10/01/2002
GA                         6.375                               $635,211.12                          STANDARD
30327                      $635,800.00                         PRIMARY RESIDENCE                    N

685196769                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 71.94                               $2,411.51                            10/01/2002
VA                         6.375                               $334,500.00                          EXPRESS

22066                      $334,500.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

685197109                  10/01/2002                          PUD                                  REFINANCE
08/14/2002                 70                                  $2,212.24                            10/01/2002
CA                         6.5                                 $349,683.59                          STANDARD

92692                      $350,000.00                         PRIMARY RESIDENCE                    N
685197476                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/21/2002                 77.44                               $2,077.49                            09/01/2002

WI                         6.375                               $332,691.57                          STANDARD
53211                      $333,000.00                         PRIMARY RESIDENCE                    N
685197616                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/15/2002                 77.61                               $2,227.22                            09/01/2002
NJ                         6.375                               $356,669.34                          STREAMLINE
07930                      $357,000.00                         PRIMARY RESIDENCE                    N

685197976                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 49.95                               $3,075.51                            09/01/2002
CA                         6.25                                $499,026.05                          STANDARD

91436                      $499,500.00                         PRIMARY RESIDENCE                    N
685198014                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/19/2002                 78.65                               $2,155.02                            09/01/2002

CA                         6.25                                $349,611.25                          STANDARD
92860                      $350,000.00                         PRIMARY RESIDENCE                    N
685198056                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/10/2002                 51.01                               $2,052.54                            10/01/2002
CA                         6.375                               $328,695.27                          STANDARD
92014                      $329,000.00                         PRIMARY RESIDENCE                    N

685198249                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/01/2002                 56.97                               $3,288.40                            10/01/2002
CA                         6.75                                $507,000.00                          STANDARD

90277                      $507,000.00                         PRIMARY RESIDENCE                    N
685198352                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/16/2002                 65.43                               $2,510.46                            09/01/2002

CA                         6.375                               $402,027.29                          STANDARD
94043                      $402,400.00                         PRIMARY RESIDENCE                    N
685198690                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/14/2002                 74.17                               $2,776.23                            09/01/2002
MA                         6.375                               $444,587.83                          STANDARD
02066                      $445,000.00                         PRIMARY RESIDENCE                    N

685199103                  10/01/2002                          PUD                                  REFINANCE
08/15/2002                 80                                  $2,464.68                            09/01/2002
CA                         6.75                                $379,672.82                          STANDARD

94803                      $380,000.00                         PRIMARY RESIDENCE                    N
685199403                  11/01/2002                          PUD                                  REFINANCE
09/03/2002                 80                                  $3,368.90                            10/01/2002

TX                         6.375                               $540,000.00                          STANDARD
78681                      $540,000.00                         PRIMARY RESIDENCE                    N
685199773                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/30/2002                 73.83                               $2,164.83                            09/01/2002
MO                         6.375                               $346,678.61                          STANDARD
63108                      $347,000.00                         PRIMARY RESIDENCE                    N

685199940                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/13/2002                 59.46                               $2,516.17                            10/01/2002
NH                         6.375                               $377,000.00                          STREAMLINE

03049                      $377,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

685199947                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 71.43                               $2,528.28                            09/01/2002
AZ                         6.5                                 $399,638.39                          STREAMLINE

85268                      $400,000.00                         PRIMARY RESIDENCE                    N
685200273                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 75.2                                $2,064.39                            09/01/2002

CA                         6.375                               $330,593.52                          STREAMLINE
95035                      $330,900.00                         PRIMARY RESIDENCE                    N
685200729                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/21/2002                 60.18                               $2,130.07                            09/01/2002
CA                         6.5                                 $336,695.35                          STANDARD
94509                      $337,000.00                         PRIMARY RESIDENCE                    N

685200945                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 59.99                               $2,900.38                            10/01/2002
PA                         6.375                               $464,900.00                          STANDARD

18901                      $464,900.00                         PRIMARY RESIDENCE                    N
685200946                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/11/2002                 38.55                               $2,180.64                            10/01/2002

CA                         6.5                                 $344,688.11                          STANDARD
92653                      $345,000.00                         PRIMARY RESIDENCE                    N
685200993                  10/01/2002                          SINGLE FAMILY                        REFINANCE

08/23/2002                 62.5                                $2,463.49                            10/01/2002
NJ                         6.875                               $374,684.95                          STANDARD
07040                      $375,000.00                         PRIMARY RESIDENCE                    N

685201305                  10/01/2002                          PUD                                  REFINANCE
08/16/2002                 73.33                               $2,401.90                            09/01/2002
CA                         6.375                               $384,643.41                          STREAMLINE

94402                      $385,000.00                         PRIMARY RESIDENCE                    N
685201446                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/29/2002                 61.46                               $2,212.24                            09/01/2002

CA                         6.5                                 $349,683.59                          STANDARD
94598                      $350,000.00                         PRIMARY RESIDENCE                    N
685201552                  11/01/2002                          SINGLE FAMILY                        REFINANCE

09/10/2002                 62.76                               $2,838.61                            10/01/2002
MA                         6.375                               $455,000.00                          STANDARD
01944                      $455,000.00                         PRIMARY RESIDENCE                    N

685201892                  11/01/2002                          SINGLE FAMILY                        REFINANCE
08/31/2002                 52.03                               $2,298.72                            10/01/2002
CA                         6.625                               $359,000.00                          STANDARD

92131                      $359,000.00                         PRIMARY RESIDENCE                    N
685202068                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/22/2002                 65.71                               $2,302.59                            09/01/2002

CA                         6.375                               $344,530.22                          STANDARD
94080                      $345,000.00                         PRIMARY RESIDENCE                    N
685202437                  10/01/2002                          PUD                                  REFINANCE

08/30/2002                 79.89                               $2,398.70                            09/01/2002
AZ                         6.5                                 $379,156.93                          STANDARD
85255                      $379,500.00                         PRIMARY RESIDENCE                    N

685203662                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/23/2002                 80                                  $2,495.48                            09/01/2002
CA                         6.375                               $399,629.52                          STANDARD

92116                      $400,000.00                         PRIMARY RESIDENCE                    N






LOAN_ID                     FIRST_PAYMENT_DATE                PROPERTY_TYPE                        PURPOSE
NOTE_DATE                   LTV                               MONTHLY_P_AND_I                      PAID_TO_DATE

PROP_STATE                  NOTE_RATE                         ISSUE_DATE_BALANCE                   PROCESSING_STYLE
PROP_ZIP_CODE               ORIGINAL_LOAN_AMOUNT              OCCUPANCY                            LOAN_BUYDOWN_IND

685204235                  11/01/2002                          SINGLE FAMILY                        REFINANCE
09/04/2002                 75.4                                $2,244.94                            10/01/2002
CA                         6.625                               $350,600.00                          STANDARD

94550                      $350,600.00                         PRIMARY RESIDENCE                    N
702011371                  10/01/2002                          PUD                                  PURCHASE
08/23/2002                 65.05                               $2,257.12                            10/01/2002

GA                         6.75                                $347,700.38                          STANDARD
30062                      $348,000.00                         PRIMARY RESIDENCE                    N
702011404                  09/01/2002                          SINGLE FAMILY                        PURCHASE

07/24/2002                 80                                  $2,401.86                            09/01/2002
GA                         6.5                                 $379,311.08                          STANDARD
30068                      $380,000.00                         PRIMARY RESIDENCE                    N

702011496                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/09/2002                 66.5                                $2,521.95                            10/01/2002
PA                         6.5                                 $398,639.30                          STANDARD

15143                      $399,000.00                         PRIMARY RESIDENCE                    N
702012001                  10/01/2002                          SINGLE FAMILY                        REFINANCE
08/26/2002                 73.53                               $2,398.20                            09/01/2002

OH                         6                                   $399,601.80                          STANDARD
43615                      $400,000.00                         PRIMARY RESIDENCE                    N
702012039                  10/01/2002                          PUD                                  PURCHASE

08/19/2002                 80                                  $3,109.77                            10/01/2002
MO                         6.5                                 $491,555.23                          STANDARD
64113                      $492,000.00                         PRIMARY RESIDENCE                    N

702012163                  10/01/2002                          PUD                                  REFINANCE
08/22/2002                 80                                  $2,528.27                            09/01/2002
GA                         6.5                                 $396,692.09                          STANDARD

30126                      $400,000.00                         PRIMARY RESIDENCE                    N
702012354                  10/01/2002                          SINGLE FAMILY                        PURCHASE
08/16/2002                 79.96                               $2,319.69                            09/01/2002

CT                         6.5                                 $366,668.23                          STANDARD
06830                      $367,000.00                         PRIMARY RESIDENCE                    N
702012454                  10/01/2002                          SINGLE FAMILY                        PURCHASE

08/22/2002                 88.24                               $2,432.24                            10/01/2002
WI                         6.75                                $374,677.14                          STANDARD
54311                      $375,000.00                         PRIMARY RESIDENCE                    N

702012909                  11/01/2002                          PUD                                  PURCHASE
09/04/2002                 80                                  $2,479.05                            10/01/2002
ID                         6.125                               $408,000.00                          STANDARD

83702                      $408,000.00                         PRIMARY RESIDENCE                    N


</TABLE>

<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 October  30,  2002 by and among GMAC
          Mortgage Corporation, as Servicer, Bank One, National Association., as
          Trustee and Escrow Bank USA, as Custodian

               In  connection  with the  administration  of the Mortgage  Loans,
pursuant to the above-captioned Custodial Agreement, we request the release, and
hereby acknowledge  receipt,  of the Custodian's  Mortgage Note for the Mortgage
Loan described  below, for the reason  indicated.  All amounts received or to be
received in  connection  with the  liquidation  or other  termination  of or the
payment in full and the  termination of the Mortgage Loan  described  below that
are required to be deposited  pursuant to the Pooling and  Servicing  Agreement,
dated as of October 30, 2002, among Residential Asset Mortgage  Products,  Inc.,
the Servicer and the Trustee, have been or will be so deposited.


                                        F-1
<PAGE>


               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:
                                          --------------------------------

   Documents Returned to Custodian


   -----------------------------------------------
   By:
           ---------------------------------------
   Date:
             -------------------------------------


                                        F-2

<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 2002-J7,  Class R-[ ]
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing  under the laws of [the State of ] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" as of
[date of  transfer]  within the meaning of Sections  860E(e)(5)  of the Internal
Revenue Code of 1986,  as amended  (the  "Code"),  (ii) will  endeavor to remain
other than a disqualified  organization  for so long as it retains its ownership
interest in the Class R-[ ] Certificates, and (iii) is acquiring the Class R-[ ]
Certificates  for its own account or for the account of another Owner from which
it has received an affidavit  and  agreement in  substantially  the same form as
this affidavit and agreement.  (For this purpose, a "disqualified  organization"
means 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,  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.


                                        G-1-1

<PAGE>

4. That the Owner  understands  that, as the holder of a  "noneconomic  residual
interest"  the  Owner  may incur  tax  liabilities  in excess of any cash  flows
generated  by the interest  and that the Owner  intends to pay taxes  associated
with holding the residual interest as they become due.

5. That the owner will not cause income from the Class R-[ ]  Certificate  to be
attributable  to a foreign  permanent  establishment  or fixed base  (within the
meaning  of an  applicable  income  tax  treaty)  of the Owner or  another  U.S.
taxpayer.

6. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R-[ ] Certificates if either the pass-through  entity is an electing large
partnership under Section 775 of the Code or 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.)

7. 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.

8. 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.

9. 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.

10. 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.

11.     The Owner's Taxpayer Identification Number is  _______________________.

12. 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.

                                        G-1-2

<PAGE>

13. 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.

14.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from  whom it  acquired  the  Class  R-[ ]
Certificate  that the Owner  intends to pay taxes  associated  with holding such
Class R-[ ]  Certificate  as they become due,  fully  understanding  that it may
incur tax  liabilities in excess of any cash flows  generated by the Class R-[ ]
Certificate.

15. 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.

16.  The Owner 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")  (each such Owner,  a "Plan"),  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  Plan  within  the  meaning  of the  Department  of Labor
regulation at 29 C.F.R. 2510.3-101.

17. The Owner will, in  connection  with any transfer that it makes of the Class
R-[] Certificates,  deliver to the Trustee a representation letter substantially
in the form of Exhibit  G-2 to the Pooling and  Servicing  Agreement.  The Owner
hereby  agrees that it will not make any transfer of any Class R-[]  Certificate
unless the transfer is in compliance  with the conditions set forth in paragraph
3 of Exhibit G-2 of the Pooling and Servicing Agreement.

18. The Owner hereby  represents to and for the benefit of the  transferor  that
(A)(1)(I) at the time of the  transfer,  and at the close of each of the Owner's
two fiscal years  preceding  the year of transfer,  the Owner's gross assets for
financial  reporting  purposes  exceed $100  million and its net assets for such
purposes exceed $10 million (disregarding,  for purposes of determining gross or
net assets, the obligation of any person related to the Owner within the meaning
of section  860L(g)  of the Code or any other  asset if a  principal  purpose of
holding or  acquiring  that asset is to permit the Owner to satisfy this minimum
gross  asset  or  net  asset  requirement),  (II)  the  Owner  is a  domestic  C
corporation  for United States  federal income tax purposes that is not for such
purposes an exempt  corporation,  a regulated  investment company, a real estate
investment  trust,  a REMIC,  or a cooperative  organization  to which part I of
subchapter T of the Code applies,  (III) there are no facts or  circumstances on
or before the date of transfer (or anticipated) which would reasonably  indicate
that the taxes associated with the Class R-[] Certificate will not be paid, (IV)
the  Owner  is not a  foreign  branch  of a  domestic  corporation,  and (V) the
transfer  does not involve a transfer  or  assignment  to a foreign  branch of a
domestic  corporation (or any other arrangement by which any Class R Certificate
is at any time subject to net tax by a foreign  country or U.S.  possession) and
the Owner will not hereafter  engage in any such transfer or assignment  (or any
such  arrangement),  and (2) does not know or have  reason to know that upon any
transfers  of  the  Class  R-[]  Certificate,  the  Owner  will  not  honor  the
restrictions  on subsequent  transfers of any Class R-[]  Certificate or (B) the

                                        G-1-3

<PAGE>

Owner has determined  that the present value of the  anticipated tax liabilities
associated  with holding the Class R-[]  Certificate  does not exceed the sum of
(1) the  present  value of any  consideration  given to the Owner to acquire the
Class  R-[]   Certificate,   (2)  the  present  value  of  the  expected  future
distributions  on the Class R-[]  Certificate,  and (3) the present value of the
anticipated tax savings  associated  with holding the Class R-[]  Certificate as
the REMIC generates losses (having made such  determination by (I) assuming that
the Owner  pays tax at a rate  equal to the  highest  rate of tax  specified  in
Section  11(b)(1) of the Code,  and (II)  utilizing a discount  rate for present
valuation  purposes equal to the applicable  Federal rate  prescribed by Section
1274(d) of the Code compounded  semi-annually (or a lower discount rate based on
the Owner having  demonstrated that it regularly  borrows,  in the course of its
trade or business,  substantial  funds at such lower rate from  unrelated  third
parties).

               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 __th day of September, 2002.


                                                [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 __th day of October, 2002.



                               ------------------------------------------------
                                                NOTARY PUBLIC


                              COUNTY OF
                                               ---------------------------------
                              STATE OF
                                            ------------------------------------

                                     My commission  expires _____ day
                              of ________, 20___.



                                        G-1-4

<PAGE>



                                   EXHIBIT G-2

                         FORM OF TRANSFEROR CERTIFICATE

                                     __________ , 20 _____


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

Bank One, National Association
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2002-J7

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2002-J7, 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  2002-J7,  Class R-[ ] (the  "Certificates"),  pursuant to
Section 5.02 of the Pooling and Servicing  Agreement (the "Pooling and Servicing
Agreement"),  dated as of October  30,  2002 among  Residential  Asset  Mortgage
Products,  Inc.,  as seller  (the  "Company"),  GMAC  Mortgage  Corporation,  as
servicer,  and Bank One, National Association,  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

                                        G-2-1

<PAGE>

due in the future and either (A) has determined  all of the following  (1)(I) at
the time of the transfer, and at the close of each of the Purchaser's two fiscal
years preceding the year of transfer, the Purchaser's gross assets for financial
reporting  purposes  exceed $100  million  and its net assets for such  purposes
exceed $10  million  (disregarding,  for  purposes of  determining  gross or net
assets, the obligation of any person related to the Purchaser within the meaning
of Section  8601(g) of the Code or any other  asset if a  principal  purpose for
holding  or  acquiring  that asset is to permit the  Purchaser  to satisfy  this
minimum gross asset or net asset requirement),  (II) the Purchaser is a domestic
C corporation for United States federal income tax purposes that is not for such
purposes an exempt  corporation,  a regulated  investment  company,  real estate
investment  trust,  a REMIC,  or a cooperative  organization  to which part I of
subchapter T of the Code applies,  (III) there are no facts or  circumstances on
or before the date of transfer (or anticipated) which would reasonably  indicate
that the taxes  associated  with the Class R-[]  Certificates  will not be paid,
(IV) the Purchaser is not a foreign  branch of a domestic  corporation,  and (V)
the transfer does not involve a transfer or assignment to a foreign  branch of a
domestic  corporation  (or  any  other  arrangement  by  which  any  Class  R-[]
Certificate  is at any time  subject  to net tax by a  foreign  country  or U.S.
possession) and the Purchaser will not hereafter  engage in any such transfer or
assignment  (or any such  arrangement)  and (2) does not know or have  reason to
know that the Purchaser will not honor the restrictions on subsequent  transfers
of any Class R-[]  Certificates  as  described  in  paragraph  15 of the Form of
Transfer  Affidavit and  Agreement,  or (B) the Seller has  determined  that the
present value of the anticipated tax liabilities  associated with the holding of
the Class R-[]  Certificate  does not exceed the sum of (1) the present value of
any  consideration  given to the Purchaser to acquire the  Certificate,  (2) the
present value of the expect future  distributions on the Class R-[] Certificate,
and (3) the present value of the anticipated tax savings associated with holding
the Class R-[]  Certificate  as the REMIC  generates  losses  (having  made such
determination  by (I)  assuming  the  Purchaser  pays tax at a rate equal to the
highest  rate of tax  specified  in  Section  11(b)(1)  of the  Code,  and  (II)
utilizing a discount rate for present valuations equal to the applicable Federal
rate prescribed by Section 1274(d) of the Code  compounded  semi-annually  (or a
lower discount rate based on the Purchaser having demonstrated that it regularly
borrows, in the course of its trade or business, substantial funds at such lower
rate from unrelated third parties).  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
                                                       -----------------------


                                        G-2-2

<PAGE>


                            EXHIBIT H

                     FORM OF INVESTOR REPRESENTATION LETTER



                                      __________, 20 ____


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Bank One, National Association
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2002-J7

        RE:    GMACM Mortgage Pass-Through Certificates,
               Series 2002-J7, [Class B-[ ]]


Ladies and Gentlemen:

     _______________ (the "Purchaser") intends to purchase from ___________ (the
"Seller")  $___________ Initial Certificate  Principal Balance of GMACM Mortgage
Pass-Through  Certificates,  Series 2002-J7, Class (the "Certificates"),  issued
pursuant to the Pooling and  Servicing  Agreement  (the  "Pooling and  Servicing
Agreement"),  dated as of October  30,  2002 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.


                                        H-1

<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 , 2002,  relating to the
Certificates,  [(b)] a copy of the Pooling  and  Servicing  Agreement  and [(b)]
[(c)] such other information concerning the Certificates, the Mortgage Loans and
the  Company as has been  requested  by the  Purchaser  from the  Company or the
Seller and is relevant to the Purchaser's decision to purchase the Certificates.
The  Purchaser has had any  questions  arising from such review  answered by the
Company or the Seller to the  satisfaction  of the Purchaser.  [If the Purchaser
did not purchase the Certificates from the Seller in connection with the initial
distribution  of the  Certificates  and was provided  with a copy of the Private
Placement  Memorandum  (the  "Memorandum")  relating to the  original  sale (the
"Original Sale") of the Certificates by the Company, the Purchaser  acknowledges
that such  Memorandum was provided to it by the Seller,  that the Memorandum was
prepared by the Company solely for use in connection  with the Original Sale and
the Company did not  participate in or facilitate in any way the purchase of the
Certificates by the Purchaser from the Seller,  and the Purchaser agrees that it
will look  solely to the  Seller  and not to the  Company  with  respect  to any
damage,  liability,  claim  or  expense  arising  out of,  resulting  from or in
connection with (a) error or omission,  or alleged error or omission,  contained
in the Memorandum,  or (b) any  information,  development or event arising after
the date of the Memorandum.]

5. The Purchaser has not and will not nor has it authorized or will it authorize
any person to (a) offer,  pledge,  sell,  dispose of or  otherwise  transfer any
Certificate,  any interest in any  Certificate or any other similar  security to
any person in any  manner,  (b)  solicit any offer to buy or to accept a pledge,
disposition  of  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate  or any other similar  security  from any person in any manner,  (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general  solicitation  by means of general  advertising or in any other
manner or (e) take any other  action,  that (as to any of (a) through (e) above)
would  constitute a distribution  of any  Certificate  under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the Act or
any state  securities law, or that would require  registration or  qualification
pursuant thereto.  The Purchaser will not sell or otherwise  transfer any of the
Certificates,  except in  compliance  with the  provisions  of the  Pooling  and
Servicing Agreement.


                                        H-2
<PAGE>

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  and  hold  the  Certificates  (or  interest   therein)  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  6(a) or (b)
above.

                                      Very truly yours,



                                      ------------------------------------------
                                      Seller

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


                                        H-3

<PAGE>

                                    EXHIBIT I

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                      _________, 20 ___


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Bank One, National Association
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention: Residential Asset Mortgage Products, Inc.,  Series 2002-J7

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2002-J7, [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 2002-J7, Class (the "Certificates"),
issued  pursuant  to the Pooling  and  Servicing  Agreement  (the  "Pooling  and
Servicing  Agreement"),  dated as of October 30, 2002, among  Residential  Asset
Mortgage Products,  Inc., as seller (the "Company"),  GMAC Mortgage Corporation,
as Servicer, and Bank One, National Association, 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.


                                        I-1
<PAGE>

                                    Very truly yours,



                                    --------------------------------------------
                                    Seller

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


                                        I-2

<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 October 30, 2002 among GMAC Mortgage  Corporation  as
Servicer,  Residential Asset Mortgage  Products,  Inc. as depositor  pursuant to
Section 5.02 of the Agreement and Bank One, National  Association,  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.

                                        J-1
<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.


                                        J-2

<PAGE>


               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.



--------------------------------------   -------------------------------------
Print Name of Seller                     Print Name of Buyer

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

Taxpayer Identification:                 Taxpayer Identification:

No:                                      No:
        ------------------------------         -------------------------------

Date:                                    Date:
           ---------------------------           -----------------------------


                                        J-3
<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.


                                        J-4
<PAGE>

--             State  or  Local  Plan.  The  Buyer  is a  plan  established  and
               maintained by a State, its political subdivisions,  or any agency
               or  instrumentality  of the State or its political  subdivisions,
               for the benefit of its employees.

--             ERISA  Plan.  The Buyer is an  employee  benefit  plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

--             Investment  Adviser.   The  Buyer  is  an  investment  adviser
               registered  under  the Investment Advisers Act of 1940.

--             SBIC. The Buyer is a Small Business  Investment  Company licensed
               by the U.S. Small Business Administration under Section 301(c) or
               (d) of the Small Business Investment Act of 1958.

--             Business  Development  Company. The Buyer is a business
               development company as defined in Section 202(a)(22) of the
               Investment Advisers Act of 1940.

--             Trust Fund.  The Buyer is a trust fund whose trustee is a bank or
               trust company and whose  participants  are  exclusively (a) plans
               established   and   maintained   by  a   State,   its   political
               subdivisions,  or any agency or  instrumentality  of the State or
               its political subdivisions,  for the benefit of its employees, or
               (b) employee  benefit  plans within the meaning of Title I of the
               Employee  Retirement  Income  Security Act of 1974,  but is not a
               trust fund that includes as  participants  individual  retirement
               accounts or H.R. 10 plans.

3. The term  "securities"  as used herein does not  include  (i)  securities  of
issuers that are affiliated with the Buyer,  (ii) securities that are part of an
unsold  allotment  to or  subscription  by the Buyer,  if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit,  (iv) loan participations,
(v) repurchase  agreements,  (vi)  securities  owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.

4. For purposes of determining the aggregate  amount of securities  owned and/or
invested on a discretionary  basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred to in
the preceding  paragraph.  Further,  in determining such aggregate  amount,  the
Buyer may have included  securities owned by subsidiaries of the Buyer, but only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting  principles and if the
investments  of such  subsidiaries  are  managed  under the  Buyer's  direction.
However,  such  securities  were not included if the Buyer is a  majority-owned,
consolidated  subsidiary  of  another  enterprise  and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.

5. The Buyer  acknowledges  that it is familiar  with Rule 144A and  understands
that the seller to it and other parties related to the  Certificates are relying
and will  continue to rely on the  statements  made  herein  because one or more
sales to the Buyer may be in reliance on Rule 144A.

___               ____      Will the Buyer be purchasing the Rule 144A
Yes                No       Securities only for the Buyer's own account?

                                        J-5

<PAGE>

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:
                                               --------------------------------


                                        J-6
<PAGE>


                              ANNEX 2 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

1. As indicated below, the undersigned is the President, Chief Financial Officer
or  Senior  Vice  President  of the  Buyer  or,  if the  Buyer  is a  "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because  Buyer  is part of a Family  of  Investment
Companies (as defined below), is such an officer of the Adviser.

2.  In  connection   with  purchases  by  Buyer,   the  Buyer  is  a  "qualified
institutional  buyer" as  defined in SEC Rule 144A  because  (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least  $100,000,000 in securities  (other than the excluded  securities
referred to below) as of the end of the Buyer's  most recent  fiscal  year.  For
purposes  of  determining  the  amount of  securities  owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

--   The Buyer owned $______ in securities  (other than the excluded  securities
     referred  to below) as of the end of the Buyer's  most  recent  fiscal year
     (such amount being calculated in accordance with Rule 144A).

--   The Buyer is part of a Family of  Investment  Companies  which owned in the
     aggregate  $__________  in securities  (other than the excluded  securities
     referred  to below) as of the end of the Buyer's  most  recent  fiscal year
     (such amount being calculated in accordance with Rule 144A).

3. The term "Family of  Investment  Companies"  as used herein means two or more
registered   investment  companies  (or  series  thereof)  that  have  the  same
investment  adviser or  investment  advisers that are  affiliated  (by virtue of
being majority owned  subsidiaries  of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

4. The term  "securities"  as used herein does not  include  (i)  securities  of
issuers that are affiliated  with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan  participations,  (iv)  repurchase  agreements,  (v)  securities  owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.

5. The Buyer is familiar with Rule 144A and understands that each of the parties
to which this certification is made are relying and will continue to rely on the
statements  made  herein  because  one or more  sales  to the  Buyer  will be in
reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
own account.


                                        J-7
<PAGE>

6. The undersigned  will notify each of the parties to which this  certification
is made of any changes in the  information and  conclusions  herein.  Until such
notice,  the  Buyer's  purchase  of  Rule  144A  Securities  will  constitute  a
reaffirmation  of this  certification  by the undersigned as of the date of such
purchase.



                                            ------------------------------------
                                            Print Name of Buyer

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

                                            IF AN ADVISER:


                                            ------------------------------------
                                            Print Name of Buyer:

                                      Date:
                                                    ----------------------------


                                        J-8
<PAGE>




                                    EXHIBIT K

                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN

                                     __________ , 20 ____


Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

Bank One, National Association
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc., Series 2002-J7

Re:  GMACM Mortgage  Pass-Through  Certificates,  Series  2002-J7  Assignment of
     Mortgage Loan


Ladies and Gentlemen:

     This letter is delivered to you in connection  with the  assignment by Bank
One,  National  Association  (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 October
30,  2002 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.


                                        K-1


<PAGE>

                                            Very truly yours,



                                               --------------------------------
                                               (Lender)

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


                                        K-2



<PAGE>




                                    EXHIBIT L

                         SCHEDULE OF DISCOUNT FRACTIONS

    LOAN         ISSUE DATE      NET      PO AMOUNT       DISCOUNT
   NUMBER          BALANCE        RATE                    FRACTION
------------- ------------------ -------- ----------- -----------------
------------- ------------------ -------- ----------- -----------------
 531738607       $556,000.00     5.5000   $24,173.91    0.043478261
 531934305       $359,624.13     5.5000   $15,635.83    0.043478261
 533000204       $355,628.31     5.5000   $15,462.10    0.043478261
 533064101       $353,130.91     5.5000   $15,353.52    0.043478261
 533358107       $612,959.36     5.5000   $26,650.41    0.043478261
 530966506       $334,658.44     5.6250   $7,275.18     0.021739130
 531580405       $355,637.04     5.6250   $7,731.24     0.021739130
 531624609       $559,329.16     5.6250   $12,159.33    0.021739130
 532131406       $483,506.53     5.6250   $10,511.01    0.021739130
 532385101       $350,000.00     5.6250   $7,608.70     0.021739130
 533053302       $502,000.00     5.6250   $10,913.04    0.021739130
 533105706       $318,874.56     5.6250   $6,932.06     0.021739130
 533171500       $595,000.00     5.6250   $12,934.78    0.021739130
 533374807       $392,000.00     5.6250   $8,521.74     0.021739130
 533927604       $371,200.00     5.6250   $8,069.57     0.021739130




                                        L-1


<PAGE>



                                    EXHIBIT M

                          INFORMATION TO BE INCLUDED IN
                            MONTHLY REMITTANCE REPORT

(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 amount of any MBIA Insurance  Payment made on such  Distribution  Date,
the amount of any  reimbursement  payment made to MBIA on such Distribution Date
pursuant to Section 4.02(a)(xvi) and the amount of Cumulative Insurance Payments
after giving effect to any such MBIA Insurance Payment or any such reimbursement
payment to MBIA;

(vii) the  related  Subordinate  Principal  Distribution  Amount and  Prepayment
Distribution Percentage, if applicable;

(viii) on the basis of the most recent reports  furnished to it by 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;

(ix) on the basis of the most recent  reports  furnished to it by the  Servicer,
the number, aggregate principal balance of any REO Properties;

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

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

(xii) the Pass-Through  Rate with respect to the Class IO Certificates,  if any,
thereof;

(xiii)  the occurrence of the Credit Support Depletion Date;


                                        M-1
<PAGE>

(xiv) the related Senior Accelerated  Distribution Percentage applicable to such
distribution;

(xv)    the related Senior Percentage for such Distribution Date; and

(xvi) the amount of Realized Losses allocated on such  Distribution Date and the
cumulative amount of Realized Losses as of such Distribution Date.

In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts  shall be expressed  as a dollar  amount per  Certificate  with a $1,000
denomination.


                                M-2
<PAGE>


                                    EXHIBIT N

                         FORM OF CUSTODIAN CERTIFICATION

                                October 30, 2002


Bank One, National Association,
as Trustee
1 Bank One Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation.
100 Witmer Road
Horsham, Pennsylvania  19044

MBIA Insurance Corporation
113 King Street
Armonk, New York 10504

Attention:  Residential Asset Mortgage Products, Inc., Series 2002-J7

                    Re:  Custodial  Agreement  dated as of October 30, 2002,  by
                         and among Bank One, National  Association,  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, the undersigned,  as Custodian, hereby certifies that it has received
the  following  with respect to each  Mortgage  Loan listed in the Mortgage Loan
Schedule:

(a)  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]"; or

(b)  A lost note  affidavit  from the Seller or GMACM  stating that the original
     Mortgage Note was lost, misplaced or destroyed,  and, if available,  a copy
     of the original  Mortgage Note;  provided,  however,  that in the case of a
     Mortgage  Loan which has been  prepaid in full after the  Cut-off  Date and

                                        N-1

<PAGE>

     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.

               The  Custodian  further  certifies  that  it  has  reviewed  each
Mortgage  Note  and the  Mortgage  Loan  Schedule  and has  determined  that the
Mortgage  Note has been  executed  and that the  Mortgage  Notes  relate  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


                                        N-2


<PAGE>


                             SCHEDULE A TO EXHIBIT N

                      EXCEPTIONS TO CUSTODIAN CERTIFICATION






<PAGE>


                                    EXHIBIT O

                                   MBIA POLICY
                                 (See Attached)


                           CERTIFICATE GUARANTY INSURANCE POLICY


OBLIGATIONS:  GMACM Mortgage Loan Trust 2002-J7              LICY NUMBER:  39458
              GMACM Mortgage Pass-Through Certificates, Series 2002-J7
              $26,613,000 5.50% Class A-4 Certificates and
              $33,436,000 5.75% Class A-9 Certificates

     MBIA Insurance Corporation (the "Insurer"), in consideration of the payment
of the premium and subject to the terms of this Certificate  Guaranty  Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably guarantees to any
Owner that an amount  equal to each full and  complete  Insured  Payment will be
received from the Insurer by Bank One, National Association,  or its successors,
as  trustee  for the  Owners  (the  "Trustee"),  on  behalf of the  Owners,  for
distribution by the Trustee to each Owner of each Owner's proportionate share of
the Insured Payment to the extent entitled  thereto.  The Insurer's  obligations
hereunder  with respect to a particular  Insured  Payment shall be discharged to
the extent  funds equal to the  applicable  Insured  Payment are received by the
Trustee,  whether or not such funds are properly applied by the Trustee. Insured
Payments  shall  be made  only at the  time set  forth  in this  Policy,  and no
accelerated Insured Payments shall be made regardless of any acceleration of the
Obligations, unless such acceleration is at the sole option of the Insurer.

     Notwithstanding  the  foregoing  paragraph,  this  Policy  does  not  cover
shortfalls, if any, attributable to the liability of the Trust, any REMIC or the
Trustee for  withholding  taxes,  if any  (including  interest and  penalties in
respect of any such liability).  This Policy does not provide credit enhancement
for any Class of Certificates other than the Obligations.

     The Insurer will pay any Insured Payment that is a Preference Amount on the
Business  Day  following  receipt  on a  Business  Day by the  Fiscal  Agent (as
described  below) of (a) a certified copy of the order requiring the return of a
preference payment,  (b) an opinion of counsel  satisfactory to the Insurer that
such order is final and not subject to appeal, (c) an assignment in such form as
is reasonably required by the Insurer,  irrevocably assigning to the Insurer all
rights and claims of the Owner  relating  to or  arising  under the  Obligations
against the debtor which made such preference  payment or otherwise with respect
to such  preference  payment  and (d)  appropriate  instruments  to  effect  the
appointment  of the  Insurer  as agent for such  Owner in any  legal  proceeding
related  to  such  preference   payment,   such  instruments  being  in  a  form
satisfactory to the Insurer,  provided that if such documents are received after
12:00 noon,  New York City time, on such Business Day, they will be deemed to be
received on the following  Business Day. Such payments shall be disbursed to the
receiver  or  trustee  in  bankruptcy  named in the  final  order  of the  court
exercising  jurisdiction  on behalf  of the Owner and not to any Owner  directly
unless such Owner has returned  principal or interest paid on the Obligations to
such  receiver or trustee in  bankruptcy,  in which case such  payment  shall be
disbursed to such Owner.

     The Insurer will pay any other amount payable hereunder no later than 12:00
noon,  New York City time,  on the later of the  Distribution  Date on which the
related  Deficiency Amount is due or the third Business Day following receipt in
New York,  New York on a Business  Day by State  Street Bank and Trust  Company,
N.A., as Fiscal Agent for the Insurer,  or any successor  fiscal agent appointed


                                        1
<PAGE>

by the Insurer (the "Fiscal Agent"), of a Notice (as described below),  provided
that if such Notice is received  after 12:00 noon,  New York City time,  on such
Business Day, it will be deemed to be received on the following Business Day. If
any  such  Notice  received  by the  Fiscal  Agent is not in  proper  form or is
otherwise  insufficient for the purpose of making claim  hereunder,  it shall be
deemed  not to have been  received  by the  Fiscal  Agent for  purposes  of this
paragraph,  and the  Insurer  or the  Fiscal  Agent,  as the case may be,  shall
promptly so advise the Trustee and the Trustee may submit an amended Notice.

     Insured Payments due hereunder,  unless  otherwise  stated herein,  will be
disbursed  by the  Fiscal  Agent to the  Trustee on behalf of the Owners by wire
transfer of  immediately  available  funds in the amount of the Insured  Payment
less, in respect of Insured Payments related to Preference  Amounts,  any amount
held by the  Trustee  for  the  payment  of such  Insured  Payment  and  legally
available therefor.

     The Fiscal  Agent is the agent of the Insurer  only,  and the Fiscal  Agent
shall in no event be liable to Owners  for any acts of the  Fiscal  Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.

     Subject to the terms of the  Agreement,  the Insurer shall be subrogated to
the rights of each Owner to receive payments under the Obligations to the extent
of any payment by the Insurer hereunder.

     As used herein, the following terms shall have the following meanings:

     "Agreement"  means the Pooling and Servicing  Agreement dated as of October
30, 2002 among Residential  Asset Mortgage  Products,  Inc., as Depositor,  GMAC
Mortgage Corporation,  as Servicer, and the Trustee, as trustee,  without regard
to any amendment or supplement thereto,  unless such amendment or supplement has
been approved in writing by the Insurer.

     "Business  Day" means any day other  than (a) a Saturday  or a Sunday (b) a
day on which the Insurer is closed or (c) a day on which banking institutions in
New York City,  the  Commonwealth  of  Pennsylvania  or in the city in which the
corporate  trust  office of the  Trustee  under the  Agreement  is  located  are
authorized or obligated by law or executive order to close.

     "Deficiency Amount" means with respect to each Class of the Obligations and
any  Distribution  Date, an amount equal to (a) any interest  shortfall,  except
Prepayment  Interest  Shortfalls  to the extent  covered by amounts due from the
Servicer or from funds on deposit in the  Insured  Reserve  Fund and  shortfalls
resulting  from  application  of  the  Relief  Act,  allocated  to  the  related
Obligations,  (b) the principal  portion of any Realized  Loss  allocated to the
related  Obligations  and (c) the Certificate  Principal  Balance of the related
Obligations to the extent unpaid on the Scheduled Final Distribution Date, after
taking into account all distributions to be made on such date.

     "Insured  Payment"  means (a) as of any  Distribution  Date, any Deficiency
Amount and (b) any Preference Amount.

                                        2
<PAGE>

     "Notice" means the telephonic or telegraphic notice,  promptly confirmed in
writing by facsimile substantially in the form of Exhibit A attached hereto, the
original of which is  subsequently  delivered by registered  or certified  mail,
from the Trustee  specifying the Insured Payment which shall be due and owing on
the applicable Distribution Date.

     "Owner" means each  Certificateholder (as defined in the Agreement) who, on
the applicable  Distribution Date, is entitled under the terms of the applicable
Obligations to payment thereunder.

     "Preference Amount" means any amount previously  distributed to an Owner on
the  Obligations  that is  recoverable  and sought to be recovered as a voidable
preference by a trustee in bankruptcy  pursuant to the United States  Bankruptcy
Code (11  U.S.C.),  as amended  from time to time,  in  accordance  with a final
nonappealable order of a court having competent jurisdiction.

     Capitalized  terms used herein and not otherwise  defined herein shall have
the  respective  meanings set forth in the Agreement as of the date of execution
of  this  Policy,  without  giving  effect  to any  subsequent  amendment  to or
modification  of the Agreement  unless such amendment or  modification  has been
approved in writing by the Insurer.

     No  defenses,  set-offs  and  counterclaims  of any kind  available  to the
Insurer so as to deny  payment of any amount due in respect of this  Policy will
be valid and the Insurer hereby waives and agrees not to assert any and all such
defenses  (including fraud in inducement or fact or any other circumstances that
would have the effect of discharging a surety at law or in equity), set-offs and
counterclaims so as to deny payment of any amount due in respect of this Policy,
including  without   limitation,   any  such  rights  acquired  by  subrogation,
assignment or otherwise.

     Any notice  hereunder or service of process on the Fiscal Agent may be made
at the address  listed below for the Fiscal  Agent or such other  address as the
Insurer shall specify in writing to the Trustee.

     The notice  address of the Fiscal  Agent is 15th Floor,  61  Broadway,  New
York, New York 10006, Attention:  Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.

     THIS POLICY IS BEING  ISSUED  UNDER AND PURSUANT TO, AND SHALL BE CONSTRUED
UNDER, THE LAWS OF THE STATE OF NEW YORK,  WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAWS PRINCIPLES THEREOF.

     The   insurance   provided   by  this   Policy  is  not   covered   by  the
Property/Casualty  Insurance  Security  Fund  specified in Article 76 of the New
York Insurance Law.

     This Policy is not cancelable for any reason. The premium on this Policy is
not refundable for any reason,  including  payment,  or provision being made for
payment, prior to maturity of the Obligations.


                                        3
<PAGE>

     IN WITNESS  WHEREOF,  the Insurer has caused this Policy to be executed and
attested this 30th day of October, 2002.

                                               MBIA INSURANCE CORPORATION


                                               By   _________________________
                                                   President



                                               Attest:



                                               By _____________________________
                                                   Assistant Secretary

                                        4

<PAGE>

                                          EXHIBIT A

                              TO CERTIFICATE GUARANTY INSURANCE
                                     POLICY NUMBER: 39458

                              NOTICE UNDER CERTIFICATE GUARANTY
                                INSURANCE POLICY NUMBER: 39458


State Street Bank and Trust Company, N.A., as Fiscal Agent
    for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY  10006
Attention:  Municipal Registrar and
    Paying Agency

MBIA Insurance Corporation
113 King Street
Armonk, NY  10504

     The undersigned, a duly authorized officer of [NAME OF TRUSTEE], as trustee
(the "Trustee"),  hereby certifies to State Street Bank and Trust Company,  N.A.
(the  "Fiscal  Agent") and MBIA  Insurance  Corporation  (the  "Insurer"),  with
reference to Certificate  Guaranty Insurance Policy Number: 39458 (the "Policy")
issued by the Insurer in respect of the GMACM  Mortgage Loan Trust 2002-J7 GMACM
Mortgage Pass-Through Certificates,  Series 2002-J7, $26,613,000 5.50% Class A-4
Certificates and $33,436,000 5.75% Class A-9 Certificates  (the  "Obligations"),
that:

(a)  the Trustee is the trustee under the Pooling and Servicing  Agreement dated
     as of October 30, 2002, among Residential Asset Mortgage Products, Inc., as
     Depositor,  GMAC Mortgage  Corporation,  as Servicer,  and the Trustee,  as
     trustee for the Owners;

(b)  the amount due under clause (a) of the definition of Deficiency  Amount for
     the Distribution Date occurring on [ ] the "Applicable  Distribution Date")
     is $[ ];

(c)  the amount due under clause (b) of the definition of Deficiency  Amount for
     the Applicable Distribution Date is $[ ];

(d)  the amount due under clause (c) of the definition of Deficiency  Amount for
     the Applicable Distribution Date is $[ ];

(e)  the sum of the amounts listed in paragraphs  (b), (c) and (d) above is $[ ]
     (the "Deficiency Amount");

                                       A-1
<PAGE>

(f)  the amount of previously  distributed  payments on the Obligations  that is
     recoverable  and  sought to be  recovered  as a  voidable  preference  by a
     trustee in bankruptcy  pursuant to the Bankruptcy Code in accordance with a
     final nonappealable order of a court having competent  jurisdiction is $[ ]
     (the "Preference Amount");

(g)  the total  Insured  Payment due is $[ ], which amount equals the sum of the
     Deficiency Amount and the Preference Amount;

(h)  the Trustee is making a claim under and pursuant to the terms of the Policy
     for the dollar  amount of the Insured  Payment set forth in (e) above to be
     applied  to the  payment  of  the  Deficiency  Amount  for  the  Applicable
     Distribution  Date in  accordance  with the  Agreement  and for the  dollar
     amount of the  Insured  Payment set forth in (f) above to be applied to the
     payment of any Preference Amount; and

(i)  the Trustee  directs  that  payment of the  Insured  Payment be made to the
     following  account by bank wire  transfer  of federal or other  immediately
     available  funds in  accordance  with the terms of the  Policy:  [TRUSTEE'S
     ACCOUNT NUMBER].

     Any capitalized  term used in this Notice and not otherwise  defined herein
shall have the meaning assigned thereto in the Policy.

Any Person Who  Knowingly  And With Intent To Defraud Any  Insurance  Company Or
Other Person Files An Application For Insurance Or Statement Of Claim Containing
Any  Materially  False  Information,  Or Conceals For The Purpose Of Misleading,
Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance
Act,  Which Is A Crime,  And Shall  Also Be Subject  To A Civil  Penalty  Not To
Exceed Five  Thousand  Dollars  And The Stated  Value Of The Claim For Each Such
Violation.

     IN WITNESS  WHEREOF,  the Trustee has  executed and  delivered  this Notice
under the Policy as of the [ ] day of [ ], [ ].

                                               [NAME OF TRUSTEE], as Trustee


                                               By    ________________________
                                               Title


                                        A-2
<PAGE>


                                   EXHIBIT P-1


                         Form of Form 10-K Certification


        I, [identify the certifying individual], certify that:

        1. I have  reviewed  the annual  report on Form 10-K for the fiscal year
[____], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods  included in the year covered by that annual report,
of the trust  (the  "Trust")  created  pursuant  to the  Pooling  and  Servicing
Agreement dated October 30, 2002 (the "P&S Agreement")  among  Residential Asset
Mortgage  Products,  Inc.  (the  "Company"),   GMAC  Mortgage  Corporation  (the
"Servicer") and Bank One, National Association (the "Trustee");

        2. Based on my knowledge,  the information in these reports,  taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a  material  fact  necessary  to make  the  statements  made,  in  light  of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by that annual report;

     3. Based on my knowledge, the servicing information required to be provided
to the  Trustee by the  Servicer  under the P&S  Agreement  is included in these
reports;

        4. I am  responsible  for  reviewing  the  activities  performed  by the
Servicer  under the P&S Agreement and based upon the review  required  under the
P&S  Agreement,  and,  except as  disclosed  in the  report,  the  Servicer  has
fulfilled its obligations under the P&S Agreement; and

        5. I have disclosed to the Company's  certified  public  accountants all
significant  deficiencies relating to the Servicer's compliance with the minimum
servicing standards in accordance with a review conducted in compliance with the
Uniform Single Attestation  Program for Mortgage Bankers as set forth in the P&S
Agreement.

Date:_______________________





____________________________*
Name:
Title:

*    to be signed by the senior officer in charge of the servicing  functions of
     the Master Servicer



                                        P-1-1
<PAGE>


                                   EXHIBIT P-2


                   [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE]


        The undersigned, a Responsible Officer of Bank One, National Association
(the "Trustee") certifies that:

        (a) The Trustee has performed all of the duties specifically required to
be  performed  by it pursuant  to the  provisions  of the Pooling and  Servicing
Agreement  dated  as  of  October  30,  2002  (the  "Agreement")  by  and  among
Residential  Asset  Mortgage  Products,   Inc.,  as  depositor,   GMAC  Mortgage
Corporation,  as servicer,  and the Trustee in accordance with the standards set
forth therein.

        (b) Based on my  knowledge,  the  information  that is  provided  by the
Trustee pursuant to Section 3.17 of the Agreement is accurate as of the last day
of the 20[ ] calendar year.

        Capitalized  terms used and not defined  herein  shall have the meanings
given such terms in the Agreement.

        IN  WITNESS  WHEREOF,  I  have  duly  executed  this  certificate  as of
_________, 20__.






                                      Name:______________________
                                     Title:



                                        P-2-1

<PAGE>