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 February 27, 2003

                        GMACM Mortgage Loan Trust 2003-J1
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2003-J1


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<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.........................................41

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........41

        Section 2.01.     Conveyance of Mortgage Loans.....................................41

        Section 2.02.     Acceptance by Trustee............................................45

        Section 2.03.     Representations, Warranties and Covenants of the Servicer........46

        Section 2.04.     Representations and Warranties of the Sellers and GMACM..........47

        Section 2.05.     Execution and Authentication of Certificates.....................48

        Section 2.06.     Purposes and Powers of the Trust Fund............................49

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................49

        Section 3.01.     Servicer to Act as Servicer......................................49

        Section 3.02.     Subservicing Agreements Between Servicer and Subservicers;
                          Enforcement of Subservicers' and Sellers' Obligations............51

        Section 3.03.     Successor Subservicers...........................................51

        Section 3.04.     Liability of the Servicer........................................51

        Section 3.05.     No Contractual Relationship Between Subservicer and Trustee
                          or Certificateholders............................................51

        Section 3.06.     Assumption or Termination of Subservicing Agreements by
                          Trustee..........................................................52

        Section 3.07.     Collection of Certain Mortgage Loan Payments; Deposits to
                          Custodial Account................................................52

        Section 3.08.     Subservicing Accounts; Servicing Accounts........................54

        Section 3.09.     Access to Certain Documentation and Information Regarding
                          the Mortgage Loans...............................................55

        Section 3.10.     Permitted Withdrawals from the Custodial Account.................56

        Section 3.11.     Maintenance of the Primary Insurance Policies; Collections
                          Thereunder.......................................................57

        Section 3.12.     Maintenance of Fire Insurance and Omissions and Fidelity
                          Coverage.........................................................58

        Section 3.13.     Enforcement of Due-on-Sale Clauses; Assumption and
                          Modification Agreements; Certain Assignments.....................60

        Section 3.14.     Realization Upon Defaulted Mortgage Loans........................61

                                        i
<PAGE>


        Section 3.15.     Trustee to Cooperate; Release of Mortgage Notes..................64

        Section 3.16.     Servicing and Other Compensation; Compensating Interest..........66

        Section 3.17.     Periodic Filings with the Securities and Exchange
                          Commission; Additional Information...............................66

        Section 3.18.     Annual Statement as to Compliance................................67

        Section 3.19.     Annual Independent Public Accountants' Servicing Report..........68

        Section 3.20.     Rights of the Company in Respect of the Servicer.................68

        Section 3.21.     Administration of Buydown Funds..................................68

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................69

        Section 4.01.     Payment Account..................................................69

        Section 4.02.     Distributions....................................................69

        Section 4.03.     Statements to Certificateholders.................................78

        Section 4.04.     Distribution of Reports to the Trustee and the Company;
                          Advances by the Servicer.........................................79

        Section 4.05.     Allocation of Realized Losses....................................80

        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property....82

        Section 4.07.     Optional Purchase of Defaulted Mortgage Loans....................82

ARTICLE V         THE CERTIFICATES.........................................................82

        Section 5.01.     The Certificates.................................................82

        Section 5.02.     Registration of Transfer and Exchange of Certificates............84

        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates................89

        Section 5.04.     Persons Deemed Owners............................................90

        Section 5.05.     Appointment of Paying Agent......................................90

        Section 5.06.     Optional Purchase of Certificates................................90

ARTICLE VI        THE COMPANY AND THE SERVICER.............................................92

        Section 6.01.     Respective Liabilities of the Company and the Servicer...........92

        Section 6.02.     Merger or Consolidation of the Company or the Servicer;
                          Assignment of Rights and Delegation of Duties by Servicer........92

        Section 6.03.     Limitation on Liability of the Company, the Servicer and
                          Others...........................................................93

        Section 6.04.     Company and Servicer Not to Resign...............................94

ARTICLE VII       DEFAULT..................................................................94

                                        ii
<PAGE>


        Section 7.01.     Events of Default................................................94

        Section 7.02.     Trustee to Act; Appointment of Successor.........................96

        Section 7.03.     Notification to Certificateholders...............................97

        Section 7.04.     Waiver of Events of Default......................................98

ARTICLE VIII      CONCERNING THE TRUSTEE...................................................98

        Section 8.01.     Duties of Trustee................................................98

        Section 8.02.     Certain Matters Affecting the Trustee...........................100

        Section 8.03.     Trustee Not Liable for Certificates or Mortgage Loans...........101

        Section 8.04.     Trustee May Own Certificates....................................102

        Section 8.05.     Servicer to Pay Trustee's Fees and Expenses; Indemnification....102

        Section 8.06.     Eligibility Requirements for Trustee............................102

        Section 8.07.     Resignation and Removal of the Trustee..........................103

        Section 8.08.     Successor Trustee...............................................104

        Section 8.09.     Merger or Consolidation of Trustee..............................104

        Section 8.10.     Appointment of Co-Trustee or Separate Trustee...................104

        Section 8.11.     Appointment of Custodians.......................................105

        Section 8.12.     Appointment of Office or Agency.................................106

ARTICLE IX        TERMINATION.............................................................106

        Section 9.01.     Termination Upon Purchase by the Servicer or Liquidation of
                          All Mortgage Loans..............................................106

        Section 9.02.     Additional Termination Requirements.............................108

ARTICLE X         REMIC PROVISIONS........................................................109

        Section 10.01.    REMIC Administration............................................109

        Section 10.02.    Servicer, REMIC Administrator and Trustee Indemnification.......113

        Section 10.03.    Designation of REMIC(s).........................................113

        Section 10.04.    Distributions on Uncertificated REMIC I Regular Interests
                          and REMIC II Regular Interests..................................114

        Section 10.05.    Compliance with Withholding Requirements........................114

ARTICLE XI        MISCELLANEOUS PROVISIONS................................................115

        Section 11.01.    Amendment.......................................................115

        Section 11.02.    Recordation of Agreement; Counterparts..........................117

        Section 11.03.    Limitation on Rights of Certificateholders......................117

                                        iii
<PAGE>


        Section 11.04.    Governing Law...................................................118

        Section 11.05.    Notices.........................................................118

        Section 11.06.    Required Notices to Rating Agency and Subservicer...............119

        Section 11.07.    Severability of Provisions......................................119

        Section 11.08.    Supplemental Provisions for Resecuritization....................119

        Section 11.09.    Allocation of Voting Rights.....................................120

        Section 11.10.    Non Petition....................................................120



                                        iv

<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        Aggregate Planned Principal Balance Table
Exhibit P-1      Form of Form 10-K Certification
Exhibit P-2      Form of Back-Up Certification to Form 10-K Certificate
</TABLE>

<PAGE>

        This is the Pooling and Servicing Agreement, dated as of February 27,
2003 (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>



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

    Class A-1        5.25%    $50,000,000.00      March 25, 2018     Class A-1
    Class A-2        5.25%    $44,415,253.00      March 25, 2018     Class A-2
    Class A-3        5.25%    $74,937,179.00      March 25, 2018     Class A-3
    Class A-4        5.25%    $88,790,385.00      March 25, 2018     Class A-4
                                                                     Class A-102
    Class A-5        5.25%     $13,029,000.00     March 25, 2018     Class A-5
    Class A-6        5.25%    $150,000,000.00     March 25, 2018     Class A-6
                                                                     Class A-9
    Class A-7        5.25%     $20,061,000.00     March 25, 2018     Class A-7
                                                                     Class A-103
    Class A-8        5.25%     $2,920,615..00     March 25, 2018     Class A-8
                                                                     Class A-104
    Class M-1        5.25%    $2,700,897.00       March 25, 2018     Class M-1
    Class M-2        5.25%     $900,299.00        March 25, 2018     Class M-2
    Class M-3        5.25%     $675,224.00        March 25, 2018     Class M-3
    Class B-1        5.25%     $450,149.00        March 25, 2018     Class B-1
    Class B-2        5.25%     $450,149.00        March 25, 2018     Class B-2
    Class B-3        5.25%     $450,151.00        March 25, 2018     Class B-3
    Class R-II       5.25%        50.00           March 25, 2018     Class R-II
 Regular Interest
     Class IO          5          $0.00           March 25, 2018     Class IO
     Class PO        0.00%     $369,111.00        March 25, 2018     Class PO



_______________________
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    The  Class  A-10  Regular  Interest  shall  be  considered  to  have  three
     components,  each with a notional  amount equal to the principal  balnce of
     one of the Class A-4, Class A-7 and Class A-8 REMIC I Regular Interests and
     an interest rate of 1.00% per annum.

3    See note 2.

4    See note 2.

5    With respect to any  Distribution  Date,  the weighted  average of the Pool
     Strip Rates with respect to the Non-Di 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
               PASS-      INITIAL
              THROUGH    CERTIFICATE                                               FITCH/         MINIMUM
DESIGNATION     RATE       BALANCE             FEATURES1           MATURITY DATE      S&P     DENOMINATIONS2

<S>     <C>    <C>      <C>                                              <C> <C>                   <C>
Class A-1      5.25%    $50,000,000.00   Senior/Companion/Fixed    March 25, 2018    AAA/AAA       $25,000.00
                                                  Rate
Class A-2      5.25%    $44,415,253.00  Senior/Lockout/Fixed Rate  March 25, 2018    AAA/AAA       $25,000.00
Class A-3      5.25%    $74,937,179.00      Senior/Fixed Rate      March 25, 2018    AAA/AAA       $25,000.00
Class A-4      4.25%    $88,790,385.00    Senior/PAC/Fixed Rate    March 25, 2018    AAA/AAA       $25,000.00
Class A-5      5.25%    $13,029,000.00    Senior/PAC/Fixed Rate    March 25, 2018    AAA/AAA       $25,000.00
Class A-6      5.00%    $150,000,000.00     Senior/Fixed Rate      March 25, 2018    AAA/AAA       $25,000.00
Class A-7      4.25%    $20,061,000.00    Senior/PAC/Fixed Rate    March 25, 2018    AAA/AAA       $25,000.00
Class A-8      4.25%     $2,920,615.00    Senior/PAC/Fixed Rate    March 25, 2018    AAA/AAA       $25,000.00
Class A-9      5.00%             $0.003      Senior/Interest       March 25, 2018    AAA/AAA   $1,000,0004
                                             Only/Fixed Rate
Class A-10     5.00%             $0.005      Senior/Interest       March 25, 2018    AAA/AAA   $1,000,0006
                                           Only/PAC/Fixed Rate
Class PO       0.00%       $369,111.00    Senior/Principal Only    March 25, 2018    AAA/AAA       $25,000.00
Class IO      Variable           $0.008      Senior/Interest       March 25, 2018    AAA/AAA       $25,000.009
              Rate7                        Only/Variable Rate


_________________

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-9,  Class
     A-10, 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-9  Certificates  shall be equal
     to $7,500,000.

4    The Class A-9  Certificates  shall be issuable in minimum  denominations of
     not less than $1,000,000 Notional Amount.

5    The initial Notional Amount for the Class A-10 Certificates  shall be equal
     to $22,354,400.

6    The Class A-10 Certificates  shall be issuable in minimum  denominations of
     not less than $1,000,000  Notional  Amount.

7    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 0.36574%.

8    The initial Notional Amount for the Class IO Certificates shall be equal to
     $437,283,626.


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



                                       4
<PAGE>
                         AGGREGATE
               PASS-      INITIAL
              THROUGH    CERTIFICATE                                               FITCH/         MINIMUM
DESIGNATION     RATE       BALANCE             FEATURES1           MATURITY DATE      S&P     DENOMINATIONS2

Class R-I      5.25%            $50.00    Senior/Residual/Fixed    March 25, 2018    AAA/AAA            10
                                                  Rate
Class R-II     5.25%            $50.00    Senior/Residual/Fixed    March 25, 2018    AAA/AAA
                                                  Rate
Class M-1      5.25%     $2,700,897.00    Mezzanine/Fixed Rate     March 25, 2018     AA/NA        $25,000.00
Class M-2      5.25%       $900,299.00    Mezzanine/Fixed Rate     March 25, 2018      A/NA       $250,000.00
Class M-3      5.25%       $675,244.00    Mezzanine/Fixed Rate     March 25, 2018     BBB/NA      $250,000.00
Class B-1      5.25%       $450,149.00   Subordinate/Fixed Rate    March 25, 2018     BB/NA       $250,000.00
Class B-2      5.25%       $450,149.00   Subordinate/Fixed Rate    March 25, 2018      B/NA       $250,000.00
Class B-3      5.25%       $450,151.00   Subordinate/Fixed Rate    March 25, 2018     NA/NA       $250,000.00
</TABLE>

________________________
        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $450,149,512.

        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),


____________________

10   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.

                                       5
<PAGE>

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

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

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

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

     Advance:  As to any  Mortgage  Loan,  any  advance  made  by the  Servicer,
pursuant to Section 4.04.

        Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

        Aggregate Planned Principal Balance: With respect to each Distribution
Date, the aggregate planned principal balance set forth for that Distribution
Date for the Class A-4, Class A-5, Class A-7 and Class A-8 Certificates in
Exhibit O annexed hereto.

        Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, 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.

                                       6
<PAGE>

        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.

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

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

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

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

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

                                       7
<PAGE>

                      (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 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 below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.

        Bankruptcy Code:  The Bankruptcy Code of 1978, as amended.

        Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the 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.

                                       8
<PAGE>

        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).

        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 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.

                                       9
<PAGE>

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

        Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for 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 and Class A-10,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A-1.

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


                                       10
<PAGE>

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

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

        Closing Date:  February 27, 2003.

        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.

        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.


                                       11
<PAGE>

        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 2003-J1.

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

     Curtailment:  Any Principal  Prepayment  made by a Mortgagor which is not a
Principal Prepayment in Full.

        Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07, into which the amounts set forth in Section
3.07 shall be deposited directly.

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

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date:  February 1, 2003.

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

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

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

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

     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

                                       12
<PAGE>

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

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

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

        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:  5.25% 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

                                       13
<PAGE>

imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

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

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

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

        Eligible Account: An account that is any of the following: (i)
maintained with a federal or state chartered depository institution the accounts
of which are insured by the FDIC (to the limits established by the FDIC) and the
short-term debt ratings and the long-term deposit ratings of which are rated in
one of the two highest rating categories by the Rating Agencies, or (ii) a trust
account or accounts maintained with a federal or state chartered depository
institution or trust company with trust powers acting in its fiduciary capacity
subject to regulations regarding fiduciary funds on deposit similar to Title 12
of the Code of Federal Regulation Section 9.10(b), 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 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 Class
B-2 Certificates, and (v) 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.

                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

                      2. _____ by military, naval or air forces; or

                      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


                                       15
<PAGE>

        government or public authority; or risks of contraband or illegal
        transportation or trade.

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

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

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

        FDIC:  Federal Deposit Insurance Corporation or any successor thereto.

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

        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

                                       16
<PAGE>

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 below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.

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

        Freddie Mac: 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.

        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:

                                       17
<PAGE>

                        Class M-1: 0.60% Class B-1: 0.10%
                        Class M-2: 0.20% Class B-2: 0.10%
                        Class M-3: 0.15% Class B-3: 0.10%

        Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the 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.

        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-9, Class A-10 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.

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

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

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

        Lockout Certificate Share: With respect to any Distribution Date, the
aggregate Certificate Principal Balance of the Class A-2 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-2
Certificate.

                                       18
<PAGE>

        Lockout Prepayment Percentage: With respect to any Distribution Date
occurring prior to the Distribution Date in March 2008, 0%. With respect to any
Distribution Date thereafter, the percentage indicated below:

Distribution Date                               Lockout Distribution Percentage
March 2008 through February 2009                                 30%
March 2009 through February 2010                                 40%
March 2010 through February 2011                                 60%
March 2011 through February 2012                                 80%
March 2012 and thereafter                                       100%

        Lockout Scheduled Percentage: For any Distribution Date occurring prior
to the Distribution Date in March 2008, 0%, and beginning on the Distribution
Date in March 2008 and thereafter, 100%.

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

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

        Maturity Date: With respect to each Class of Certificates, March 25,
2018.

     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.

                                       19
<PAGE>

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

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

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

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

        Mortgage File: (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


                                       20
<PAGE>

     dated  as  of  February  27,   2003,   for  GMACM   Mortgage   Pass-Through
     Certificates,  Series 2003-J1" 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  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;

                                       21
<PAGE>

(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 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;

                                       22
<PAGE>

(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;

(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.

                                       23
<PAGE>

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

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

        Mortgagor:  The obligor on a Mortgage Note.

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

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

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

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

        Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Servicer, will not, or,
in the case of a proposed Advance, would not, be ultimately recoverable by the
Servicer from related Late Collections, Insurance Proceeds, Liquidation
Proceeds, REO Proceeds or amounts reimbursable to the Servicer pursuant to
Section 4.02(a) hereof. The determination by the Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate delivered
to the Company and the Trustee 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-9 Certificates, an amount equal to 5.00% of the Certificate Principal Balance
of the Class A-6 Certificates immediately prior to such date. With respect to
any date of determination and the Class A-10 Certificates, an amount equal to
20.00% of the sum of the Certificate Principal Balances of the Class A-4, Class
A-7 and Class A-8 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

                                       24
<PAGE>

"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
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 0.36574% 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 and segregated 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 2003-J1" 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:

                                       25
<PAGE>

               (i) ____ obligations of or guaranteed as to timely payment of
        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
        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 and have been rated by each Rating Agency in its highest
        short-term rating available, 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
        below the lower of the then-current rating or the rating assigned to
        such Certificates as of the Closing Date by such Rating Agency, as
        evidenced in writing;

                                       26
<PAGE>

provided, however, 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 Standard & Poor's, and references herein to the highest
short-term rating category available shall mean F-1 in the case of Fitch and
A-1+ in the case of Standard & Poor'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.

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

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

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

               (i) ____ For any Distribution Date prior to the Distribution Date
        in March 2008 (unless the Certificate Principal Balances of the Senior
        Certificates (other than the Class 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

                                       27
<PAGE>

        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
        "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

                                       28
<PAGE>

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.

        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);

                                       29
<PAGE>

(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
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.

        Rating Agency: Fitch and Standard & Poor'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


                                       30
<PAGE>

     interest  was not paid or  advanced,  minus  (iii)  the  proceeds,  if any,
     received  during  the  month  in  which  such  Cash   Liquidation  (or  REO
     Disposition)  occurred,  to the extent applied as recoveries of interest at
     the Net Mortgage  Rate and to principal  of the Mortgage  Loan,  net of the
     portion  thereof  reimbursable  to the  Servicer  or any  Subservicer  with
     respect  to  related  Advances  or  expenses  as to which the  Servicer  or
     Subservicer is entitled to reimbursement thereunder but which have not been
     previously reimbursed,

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

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

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

Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Servicer has
notified the Trustee in writing that the Servicer is diligently pursuing any
remedies that may exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related Mortgage
Loan is not in default with regard to payments due thereunder or (B) delinquent
payments of principal and interest under the related Mortgage Loan and any
premiums on any applicable primary hazard insurance policy and any related
escrow payments in respect of such Mortgage Loan are being advanced on a current
basis by the Servicer or a Subservicer, in either case without giving effect to
any Debt Service Reduction.

        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.

        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.

                                       31
<PAGE>

        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.

        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 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 seventeen 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 eighteen 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 PO, Class IO, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates.

                                       32
<PAGE>

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

        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.

                                       33
<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:  March 25, 2018.

     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 only if:

               (a)(1)(X) the outstanding principal balance of the Mortgage Loans
        delinquent 60 days or more (including Mortgage Loans which are in
        foreclosure, have been forclosed or otherwise liquidated, or with
        respect to which the Mortgagor is in bankruptcy and any REO Property)
        averaged over the last six months, as a percentage of the aggregate
        outstanding Certificate Principal Balance of the Subordinate
        Certificates, is less than or equal to 50% or (Y) the outstanding
        principal balance of Mortgage Loans delinquent 60 days or more
        (including Mortgage Loans which are in foreclosure, have been forclosed
        or otherwise liquidated, or with respect to which the Mortgagor is in
        bankruptcy and any REO Property) averaged over the last six months, as a
        percentage of the aggregate outstanding principal balance of all
        Mortgage Loans as of such distribution date, is less than or equal to 2%


                                       34
<PAGE>

        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 do not
        exceed 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the
        Initial Certificate Principal Balances of the Subordinate Certificates,
        or

               (b)(1) the outstanding principal balance of Mortgage Loans
        delinquent 60 days or more (including Mortgage Loans which are in
        foreclosure, have been forclosed or otherwise liquidated, or with
        respect to which the Mortgagor is in bankruptcy and any REO Property)
        averaged over the last six months, as a percentage of the aggregate
        outstanding principal balance of all Mortgage Loans as of such
        distribution date, is less than or equal to 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 do not exceed 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) and Section 4.02(a)(ii)(X); 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); 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).

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

                                       35
<PAGE>

     Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.

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

        Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Servicer in respect of servicing compensation
that accrues at the Servicing Fee Rate.

        Servicing Fee Rate:  0.25% per annum.

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

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

        Special Hazard Amount: As of any Distribution Date, an amount equal to
$4,501,496 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%


                                       36
<PAGE>

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
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 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.

        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,


                                       37
<PAGE>

the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.

     Subordinate Percentage:  As of any Distribution Date, 100% minus the 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.

                                       38
<PAGE>

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

        Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of 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, and

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

        A REMIC election with respect to the Trust 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.

                                       39
<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.

        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
11.09.

        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.

                                       40
<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).

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

                                       41
<PAGE>

        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.

                                       42
<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


                                       43
<PAGE>

right, title and interest, whether now owned or hereafter acquired, in and to
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.

                                       44
<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, 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 and the Servicer 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, 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


                                       45
<PAGE>

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.

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 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

                                       46
<PAGE>

(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


                                       47
<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
to or upon the order of the Company the Certificates in authorized denominations
which evidence ownership of the entire Trust Fund.

                                       48
<PAGE>

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,


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the conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. The Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Servicer or the Subservicer, as
the case may be, believes it appropriate in its best judgment to register any
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.

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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.

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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
is in default or, in the judgment of the Servicer, such default is reasonably


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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 2003-J1." 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);

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(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


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Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the 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 2003-J1." 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


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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


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     otherwise  transferred  pursuant to Section 2.02,  2.04,  4.07 or 9.01, all
     amounts  received  thereon  and  not  required  to be  distributed  to  the
     Certificateholders  as of the date on which the  related  Stated  Principal
     Balance or Purchase Price is determined;

(vii)to  reimburse  itself or the  related  Subservicer  for any  Nonrecoverable
     Advance or any Advance that was ultimately  determined to be Excess Special
     Hazard  Losses,   Excess  Fraud  Losses,   Excess   Bankruptcy   Losses  or
     Extraordinary Losses 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 Stated 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
               or an Advance that was ultimately determined to be Excess Special
               Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
               Extraordinary Losses 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


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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
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


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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,
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


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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.

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,


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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
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


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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.
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


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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.

(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,


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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:
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


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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
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.

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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
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, 2004, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notification with respect to the Trust Fund, if applicable,


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with the Commission via EDGAR. Prior to March 30, 2004 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
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 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, 2003, 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.

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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 2003 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 and the Depositor to the effect that such firm has examined certain
documents and records relating to the Servicer's servicing of mortgage loans of
the same type as the Mortgage Loans pursuant to servicing agreements
substantially similar to this Agreement, which agreements may include this
Agreement, and that, on the basis of such an examination, conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, such firm is of the opinion that the Servicer's servicing has
been conducted in compliance with the agreements examined pursuant to this
Section, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such
statement. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Servicer's expense, provided such
statement is delivered 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


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pays all of the loss incurred in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to reduce the amount owed on
the Mortgage Loan.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.  Payment Account.

(a) _____ The Trustee shall establish and maintain a Payment Account for the
benefit of the Certificateholders 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 the
               Trustee, payment for any servicing transfer expenses reimbursable
               to the Trustee pursuant to Section 7.02(a), and that have not
               been paid or reimbursed to the Trustee by the Servicer, second to
               the Servicer, in the case of a distribution pursuant to Section
               4.02(a)(iii) below, the amount required to be distributed to the
               Servicer or a Subservicer pursuant to Section 4.02(a)(iii) below,
               and third to each Certificateholder of record on the next
               preceding Record Date (other than as provided in Section 9.01
               respecting the final distribution) either in immediately
               available funds (by wire transfer or otherwise) to the account of
               such Certificateholder at a bank or other entity having
               appropriate facilities therefor, if such Certificateholder has so
               notified the Trustee or the Paying Agent, as the case may be, or,
               if such Certificateholder has not so notified the Trustee or the


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               Paying Agent by the Record Date, by check mailed to such
               Certificateholder at the address of such Holder appearing in the
               Certificate Register such Certificateholder's share (which share
               with respect to each Class of Certificates, shall be based on the
               aggregate of the Percentage Interests represented by Certificates
               of the applicable Class held by such Holder of the following
               amounts, in the following order of priority (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), 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

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(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;

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<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;

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

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(xvii)         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

(xviii)        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 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,


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<PAGE>

     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,  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;

(iv) ____ an amount  equal to the balance of the Senior  Principal  Distribution
     Amount remaining after the distributions, if any, described in clause (iii)
     of this Section 4.02(b) shall be distributed concurrently as follows:

                      (A) ____ 37.5245617957348% of the portion of the Senior
               Principal Distribution Amount described in clause (iv) of this
               Section 4.02(b) to the Class A-6 Certificates until the
               Certificate Principal Balance thereof has been reduced to zero;

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<PAGE>

                      (B) ____ 18.7465653612236% of the portion of the Senior
               Principal Distribution Amount described in clause (iv) of this
               Section 4.02(b) to the Class A-3 Certificates until the
               Certificate Principal Balance thereof has been reduced to zero;

                      (C) ____ 43.7288728430416% of the portion of the Senior
               Principal Distribution Amount described in clause (iv) of this
               Section 4.02(b) in the following order of priority:

                             (i) ____ first, to the Class A-4, Class A-5, Class
                      A-7 and Class A-8 Certificates in the amount necessary to
                      cause the aggregate Certificate Principal Balance thereof
                      to equal their Aggregate Planned Principal Balance for
                      such Distribution Date, in the following order:

                                    (a) _____ 20.561155745625% of the portion of
                      the Senior Principal Distribution Amount described in
                      clause (iv)(C)(i) of this Section 4.02(b), sequentially,
                      to the Class A-7 and Class A-8 Certificates, in that
                      order, in each case until the Certificate Principal
                      Balance thereof has been reduced to zero;

                                    (b) _____ 79.438844254375% of the portion of
                      the Senior Principal Distribution Amount described in
                      clause (iv)(C)(i) of this Section 4.02(b) to the Class A-4
                      Certificates, until the Certificate Principal Balance
                      thereof has been reduced to zero; and

                                    (c) _____ to the Class A-5 Certificates
                      until the Certificate Principal Balance thereof has been
                      reduced to zero;

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

                             (iii) third, to the Class A-4, Class A-5, Class A-7
                      and Class A-8 Certificates without regard to their
                      Aggregate Planned Principal Balance, in the following
                      order:

                                    (a) _____ 20.561155745625% of the portion of
                             the Senior Principal Distribution Amount available
                             for distribution under this clause (iv)(C)(iii) of
                             this Section 4.02(b), sequentially, to the Class
                             A-7 and Class A-8 Certificates, in that order, in
                             each case until the Certificate Principal Balance
                             thereof has been reduced to zero;

                                    (b) _____ 79.438844254375% of the portion of
                             the Senior Principal Distribution Amount available
                             for distribution under this clause (iv)(C)(iii) of
                             this Section 4.02(b), to the Class A-4
                             Certificates, until the Certificate Principal
                             Balance thereof has been reduced to zero; and

                                    (c) _____ to the Class A-5 Certificates
                             until the Certificate Principal Balance thereof has
                             been reduced to zero; and

(v)            _____ an amount equal to the balance of the Senior Principal
               Distribution Amount remaining after the distributions, if any,
               described in clause (iv) of this Section 4.02(b) will be
               distributed to the Lockout Certificates until the Certificate
               Principal Balance of the Lockout Certificates has been reduced to
               zero.

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<PAGE>

(c) _____ On or after the Credit Support Depletion Date, all priorities relating
to distributions as described in Section 4.02(b) above in respect of principal
among the various classes of Senior Certificates (other than the Class PO
Certificates) 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.

(d) _____ After the reduction of the Certificate Principal Balances of the
Senior Certificates (other than the Class PO Certificates) to zero but prior to
the Credit Support Depletion Date, the Senior Certificates (other than the Class
PO Certificates) 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.

(e) _____ In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Servicer receives amounts, which the Servicer reasonably believes to represent
subsequent recoveries (net of any related liquidation expenses), or determines
that it holds surplus amounts previously reserved to cover estimated expenses,
specifically related to such Mortgage Loan (including, but not limited to,
recoveries in respect of the representations and warranties made by the related
Seller pursuant to the Purchase Agreement), the Servicer shall distribute such
amounts to the applicable Certificateholders of the Class or Classes to which
such Realized Loss was allocated, 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


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was allocated. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.

(f) _____ Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be solely
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it
represents. 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.

(g) _____ 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).

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 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 and the Trustee shall provide timely and
adequate notification to all above parties regarding any such changes.

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<PAGE>

(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.

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 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, 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


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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.

        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


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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. The
principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on the Discount Mortgage 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.

        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.

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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
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.

                                   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
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,


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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.
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.

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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
                      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


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<PAGE>

                      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 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


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     ("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 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


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<PAGE>

     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 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


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<PAGE>

     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  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


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<PAGE>

     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, 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,
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


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<PAGE>

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

Section 5.05.  Appointment of Paying Agent.

        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  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:

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<PAGE>

(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.

(d) _____ If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase pursuant to this Section 5.06
is to be made, the Trustee shall on such date cause all funds in the Payment
Account deposited therein by the Servicer pursuant to Section 5.06(b) to be
withdrawn therefrom and deposited in a separate escrow account for the benefit
of such Certificateholders, and the Servicer shall give a second written notice
to such Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Servicer to contact the Holders of
such Certificates concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06, the Trustee
shall pay to the Servicer all amounts distributable to the Holders thereof and
the Servicer shall 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.

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                                   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 Class M or Class B
Certificates in effect immediately prior to such merger or consolidation will
not be qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from each Rating Agency).

(c) _____ Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the 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


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of the Classes of Certificates that have been rated in effect immediately prior
to such assignment and delegation will not be qualified, reduced or withdrawn as
a result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the 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
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.

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<PAGE>

Section 6.04.  Company and Servicer Not to Resign.

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

                                  ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default.

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

(i)  the  Servicer  shall  fail to  deposit  or cause to be  deposited  into the
     Payment Account any amounts required to be so deposited therein at the time
     required  pursuant to Section 4.01 or otherwise,  and in either case,  such
     failure  shall  continue  unremedied  for a period of 5 days after the date
     upon which  written  notice of such failure,  requiring  such failure to be
     remedied,  shall  have been  given to the  Servicer  by the  Trustee or the
     Company or to the  Servicer,  the Company and the Trustee by the Holders of
     Certificates of such Class evidencing  Percentage Interests aggregating not
     less than 25%; or

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

(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


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     the  winding-up  or  liquidation  of its  affairs,  shall have been entered
     against the Servicer and such decree or order shall have  remained in force
     undischarged or unstayed for a period of 60 days; or

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

(v)  _____ the  Servicer  shall admit in writing its  inability to pay its debts
     generally  as they become due,  file a petition  to take  advantage  of, or
     commence  a   voluntary   case  under,   any   applicable   insolvency   or
     reorganization   statute,  make  an  assignment  for  the  benefit  of  its
     creditors, or voluntarily suspend payment of its obligations; or

(vi) ____ the Servicer shall notify the Trustee pursuant to Section 4.04(b) that
     it is unable to  deposit  in the  Payment  Account  an amount  equal to the
     Advance.

        If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, the Company may, and at the direction of
Holders of Certificates entitled to at least 51% of the Voting Rights, the
Trustee shall, by notice in writing to the Servicer (and to the Company if given
by the Trustee or to the Trustee if given by the Company), terminate all of the
rights and obligations of the Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee shall, by notice to the Servicer and the
Company, immediately terminate all of the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder as provided in Section
4.04(b). On or after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect
to the Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Servicer agrees to
cooperate with the Trustee in effecting the termination of the Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Payment Account or thereafter be received with respect to the Mortgage Loans,
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.

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        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
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


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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.

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.

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Section 7.04.  Waiver of Events of Default.

        The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.

                                  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
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.

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

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

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

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

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

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


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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;

(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


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     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
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.

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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.

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


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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.

(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.

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(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.

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


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Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

(b) _____ In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

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

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

Section 8.11.  Appointment of Custodians.

        The Trustee may, with the consent of the Servicer and the Company,
appoint one or more Custodians who, except for Escrow Bank USA, an industrial
loan corporation organized under the laws of the State of Utah, are not
Affiliates of the Company, the Servicer or the 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


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reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency. 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 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.

Section 8.12.  Appointment of Office or Agency.

        The Trustee 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 11.05 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 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


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     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,

(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


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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 (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.

(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


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               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
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.

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(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
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)


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(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) 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


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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 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.

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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.

        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 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. The Class A-10 Regular
Interest shall be considered to have three components, each with a notional
principal amount equal to the principal balance of one of the Class A-4, Class
A-7, and Class A-8 REMIC I Regular Interests and an interest rate of 1.00% per
annum.

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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.

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.


                                      114
<PAGE>

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

                            MISCELLANEOUS PROVISIONS

Section 11.01. 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,  as evidenced by a
     letter from each Rating Agency to such effect,

(v)  to modify,  eliminate or add to the  provisions  of Section  5.02(f) or any
     other provision hereof restricting transfer of the Class R Certificates, by
     virtue of their being the "residual  interests"  in a REMIC,  provided that
     (A) such change shall not result in reduction of the rating assigned to any
     such Class of Certificates  below the lower of the  then-current  rating or
     the  rating  assigned  to such  Certificates  as of the  Closing  Date,  as
     evidenced by a letter from each Rating Agency to such effect,  and (B) such
     change shall not (subject to Section 10.01(f)),  as evidenced by an Opinion
     of Counsel (at the expense of the party seeking so to modify,  eliminate or
     add such  provisions),  cause either REMIC created  hereunder or any of the
     Certificateholders  (other than the  transferor) to be subject to a federal
     tax caused by a transfer to a Person that is not a Permitted Transferee,

                                      115
<PAGE>

(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,
               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 11.01 to approve the particular form of any
               proposed amendment, but it shall be sufficient if such consent
               shall approve the substance thereof. The manner of obtaining such
               consents and of evidencing the authorization of the execution
               thereof by Certificateholders shall be subject to such reasonable
               regulations as the Trustee may prescribe.

                                      116
<PAGE>

Section 11.02. Recordation of Agreement; Counterparts.

(a) _____ To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
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 11.03. Limitation on Rights of Certificateholders.

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

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

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


                                      117
<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 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

Section 11.04. Governing Law.

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

Section 11.05. Notices.

        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 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
Trustee                             1 Bank One Plaza
                                    Suite IL1-0481
                                    Chicago, Illinois 60670-0481
Standard & Poor's                   55 Water Street
                            New York, New York 10041
Fitch                               One State Street Plaza
                                    Residential Mortgage-Backed Securities
                                    30th Floor
                            New York, New York 10004

Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the address of such holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.

                                      118
<PAGE>

Section 11.06. 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, and

(h) _____ the occurrence of the Final Distribution Date.

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

Section 11.07. Severability of Provisions.

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

Section 11.08. Supplemental Provisions for Resecuritization.

        This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of


                                      119
<PAGE>

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 11.09. Allocation of Voting Rights.

        96% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-9, Class A-10, 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-9 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 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.

Section 11.10. 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.


                                      120
<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:  /s/ Patricia C. Taylor.........
                                                   Name: Patricia C. Taylor
                                                   Title:   Vice President



                                            GMAC MORTGAGE CORPORATION



                                            By:  /s/ Sandy Blitzer..............
                                                   Name: Sandy Blitzer
                                                   Title:   Vice President



                                            BANK ONE, NATIONAL ASSOCIATION,
                                                   as Trustee



                                            By:  /s/ Keith Richardson...........
                                                   Name:Keith Richardsom
                                                   Title:Vice President



                                      121
<PAGE>

STATE OF                                      )
                                              )  ss.:
COUNTY OF                                     )

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

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



                                            /s/ Kylyn A. Esposito...............
                                                   Notary Public

[Notarial Seal]


                                      122
<PAGE>



STATE OF                                      )
                                              )  ss.:
COUNTY OF                                     )

        On the 27th day of February, 2003 before me, a notary public in and for
said State, personally appeared Sandy Blitzer, known to me to be Vice President
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.



                                            /s/ Kylyn A. Esposito..............
                                                   Notary Public

[Notarial Seal]


                                      123
<PAGE>



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

        On the 27th day of February, 2003 before me, a notary public in and for
said State, personally appeared Keith Richardson, known to me to be a[n] Vice
President 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.



                                            /s/ Sheila Sheree Reaves..........
                                                   Notary Public

[Notarial Seal]





                                      124
<PAGE>


                                   EXHIBIT A-1

                           FORM OF CLASS A CERTIFICATE



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

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.

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.


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:
February 27, 2003
                                        Initial [Certificate Principal Balance]
                                        [Notational Amount] of this
Cut-off Date:                           Certificate:
                                        $
February 1, 2003

First Distribution Date:
March 25, 2003                          CUSIP                    -

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
March 25, 2018



                                       2
<PAGE>


                     GMAC MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2003-J1

               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


                                       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] [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").

               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


                                       4
<PAGE>

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
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

                                       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.



                                       6
<PAGE>


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

Dated:  __________, 200__         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


                                       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.



                                       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.

                                       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.


Certificate No. 1                          Variable Pass-Through Rate based on
                                           a Notional Amount
Class IO Senior
                                           [Percentage Interest      %]
Date of Pooling and Servicing Agreement :
February 27, 2003                 [                ] Initial Pass-Through Rate
                                  based on a Notional Amount
Cut-off Date:
February 1, 2003

First Distribution Date:
March 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
March 25, 2018



                                       2
<PAGE>

                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2003-J1

               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


                                       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 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.

                                       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.



                                       5
<PAGE>


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

Dated:  __________, 200__          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




                                       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.



                                       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.


                                       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.


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 :
February 27, 2003                        Initial Certificate Principal
                                         Balance of this Certificate:
                                         $
Cut-off Date:
February 1, 2003                         CUSIP                    -

First Distribution Date:
March 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
March 25, 2018


                                       2
<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2003-J1

               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,


                                       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 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


                                       4
<PAGE>

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
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

                                       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.



                                       6
<PAGE>


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

Dated:  _________, 200__           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


                                       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.


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

                                       1
<PAGE>

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.


Certificate No. 1                         [          ]% Pass-Through Rate

Class M-     Subordinate
                                         Aggregate Certificate Principal Balance
Date of Pooling and Servicing Agreement : of the Class M-[   ] Certificates:
February 27, 2003                         $                            ]

Cut-off Date:                           Initial Certificate Principal Balance of
February 1, 2003                          this Certificate:
                                          $

First Distribution Date:                  CUSIP                    -
March 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
March 25, 2018


                                       2
<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-J1

               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


                                       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


                                       4
<PAGE>

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
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

                                       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.



                                       6
<PAGE>


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

Dated:  __________, 200__       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



                                       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.


                                       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>
<CAPTION>

<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::
February 27, 2003                                 $                           ]

Cut-off Date:                                     Initial Certificate Principal Balance of
February 1, 2003                                  this Certificate:
                                                  $

First Distribution Date:
March 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
March 25, 2018

</TABLE>


                                       1
<PAGE>

                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-J1

               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,


                                       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


                                       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


                                       4
<PAGE>

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.


                                       5
<PAGE>


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

Dated:  __________, 200__        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




                                       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.


                                       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
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


                                    1
<PAGE>

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 :
February 27, 2003                                 Initial Certificate Principal Balance of
                                                  this Certificate:
                                                  $
Cut-off Date:
February 1, 2003                                  [Percentage Interest:  [  ]%]

First Distribution Date:                          CUSIP
March 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
March 25, 2018

</TABLE>


                                       2
<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-J1

               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


                                       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


                                       4
<PAGE>

the Servicer,  to the extent provided in the Agreement,  from related recoveries
on such Mortgage Loan or from other cash that would have been  distributable  to
Certificateholders.

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

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

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

                                       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.


                                       6
<PAGE>


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

Dated:  __________, 200__       BANK ONE, NATIONAL ASSOCIATION,
                                Not in its individual capacity but solely as
                                Trustee



                                By:
                                      ---------------------------------------



                          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



                                       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.


                                       8
<PAGE>
<TABLE>
<CAPTION>


                                    EXHIBIT E

                             MORTGAGE LOAN SCHEDULE

                                 (See attached)



 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

<S>                                 <C>   <C>                        <C>                            <C>
 508004900                          12/11/2001                       $5,185.51                      $600,000.00
 NJ                                 02/01/2002                       01/01/2003                     42.86
 07471                               SINGLE FAMILY                   $562,426.08                    6.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    06/20/2002
 517498408                          08/01/2002                       $4,253.13                      $500,000.00
 NJ                                                                  01/01/2003                     79.37
 07733                               SINGLE FAMILY                   $487,908.78                    6.125
 PRIMARY RESIDENCE                  PURCHASE                         SELECT                         N

 521409508                          12/12/2001                       $5,075.75                      $587,300.00
 CA                                 02/01/2002                       02/01/2003                     53.39
                                     SINGLE FAMILY
 90803                                                               $561,049.26                    6.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 525638904                          10/31/2002                       $6,291.75                      $728,000.00
 MN                                 12/01/2002                       02/01/2003                     80
 55391                               SINGLE FAMILY                   $720,688.54                    6.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    03/08/2002
 525977708                          05/01/2002                       $4,803.29                      $560,200.00
 CO                                                                  01/01/2003                     76.74
 80301                               SINGLE FAMILY                   $535,634.55                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 526114509                          04/15/2002                       $4,219.29                      $500,000.00
 PA                                 06/01/2002                       02/01/2003                     73.42
                                     SINGLE FAMILY
 18947                                                               $484,213.27                    6
 SECOND HOME                        PURCHASE                         STANDARD                       N

 526461603                          04/02/2002                       $4,634.55                      $536,250.00
 WY                                 06/01/2002                       01/01/2003                     75
 83014                               PUD                             $519,832.72                    6.375
                                    PURCHASE
 SECOND HOME                                                         STATED INCOME                  N
                                    12/06/2002
 528016504                          02/01/2003                       $2,906.44                      $350,000.00
 NJ                                                                  01/01/2003                     56.46
 07675                               CONDOMINIUM                     $348,770.64                    5.75
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 529504508                          07/29/2002                       $3,062.25                      $360,000.00
 VA                                 09/01/2002                       01/01/2003                     79.12
                                     PUD
 20170                                                               $352,548.75                    6.125
 SECOND HOME                        REFINANCE                        STANDARD                       N

 529597106                          07/12/2002                       $4,519.61                      $539,900.00
 MN                                 09/01/2002                       02/01/2003                     72.97
 55044                               SINGLE FAMILY                   $528,503.20                    5.875
                                    PURCHASE
 PRIMARY RESIDENCE                                                   RELOCATION                     N
                                    09/10/2002
 529705501                          11/01/2002                       $1,110.21                      $100,000.00
 NY                                                                  03/01/2003                     25.19
 11374                               SINGLE FAMILY                   $97,495.84                     6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 529967705                          09/18/2002                       $1,181.40                      $140,000.00
 MA                                 11/01/2002                       02/01/2003                     61.95
                                     SINGLE FAMILY
 02645                                                               $138,059.90                    6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 530046804                          08/02/2002                       $8,488.49                      $990,000.00
 NY                                 10/01/2002                       01/01/2003                     66
 10583                               SINGLE FAMILY                   $973,164.33                    6.25
                                    PURCHASE
 PRIMARY RESIDENCE                                                   SELECT                         N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 530588409                          07/25/2002                       $3,784.67                      $441,400.00
 CA                                 09/01/2002                       02/01/2003                     59.25
 92660                               PUD                             $432,368.84                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/13/2002
 530590405                          10/01/2002                       $3,067.01                      $357,700.00
 MI                                                                  01/01/2003                     57.69
 48025                               SINGLE FAMILY                   $350,664.44                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 530802800                          07/29/2002                       $3,241.06                      $378,000.00
 PA                                 09/01/2002                       02/01/2003                     80
                                     SINGLE FAMILY
 19010                                                               $367,833.05                    6.25
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 530913508                          08/13/2002                       $3,399.95                      $399,700.00
 CA                                 09/01/2002                       02/01/2003                     51.91
 90293                               SINGLE FAMILY                   $391,405.53                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/06/2002
 530966803                          11/01/2002                       $3,635.48                      $424,000.00
 NJ                                                                  02/01/2003                     68.39
 07722                               SINGLE FAMILY                   $418,216.59                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 531040806                          09/26/2002                       $4,725.60                      $560,000.00
 TX                                 11/01/2002                       02/01/2003                     80
                                     SINGLE FAMILY
 78372                                                               $552,239.64                    6
 SECOND HOME                        PURCHASE                         STANDARD                       N

 531111607                          09/06/2002                       $4,756.70                      $559,200.00
 NJ                                 11/01/2002                       02/01/2003                     80
 07458                               SINGLE FAMILY                   $551,531.74                    6.125
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/03/2002
 531145100                          11/01/2002                       $3,591.32                      $418,850.00
 PA                                                                  01/01/2003                     69.23
 19422                               PUD                             $412,139.86                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 531147809                          08/09/2002                       $3,122.28                      $370,000.00
 NY                                 10/01/2002                       01/01/2003                     61.67
                                     SINGLE FAMILY
 10994                                                               $363,574.67                    6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 531302909                          07/26/2002                       $3,018.45                      $354,850.00
 TX                                 09/01/2002                       01/01/2003                     79.74
 78666                               SINGLE FAMILY                   $347,513.52                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/21/2002
 531380608                          12/01/2002                       $3,142.89                      $366,550.00
 MA                                                                  02/01/2003                     47.6
 02459                               CONDOMINIUM                     $362,829.34                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 531434900                          09/19/2002                       $3,645.47                      $432,000.00
 NJ                                 11/01/2002                       02/01/2003                     57.6
                                     SINGLE FAMILY
 07052                                                               $426,013.41                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 531618601                          08/22/2002                       $3,892.46                      $457,600.00
 MA                                 10/01/2002                       02/01/2003                     67.2
 01106                               SINGLE FAMILY                   $439,633.61                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 531681104                          10/09/2002                       $4,933.63                      $580,000.00
 NJ                                 12/01/2002                       01/01/2003                     37.42
 07722                               SINGLE FAMILY                   $574,050.10                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/14/2002
 531706109                          09/01/2002                       $4,551.85                      $410,000.00
 NJ                                                                  02/01/2003                     59.85
 07746                               SINGLE FAMILY                   $393,829.21                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 531838308                          10/21/2002                       $3,018.65                      $360,600.00
 CA                                 12/01/2002                       01/01/2003                     56.34
                                     SINGLE FAMILY
 91326                                                               $356,821.93                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 531951804                          09/05/2002                       $4,771.91                      $425,000.00
 NJ                                 11/01/2002                       02/01/2003                     23.61
 07712                               SINGLE FAMILY                   $414,686.30                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/22/2002
 532006905                          10/01/2002                       $3,976.55                      $444,500.00
 MI                                                                  02/01/2003                     71.12
 48302                               SINGLE FAMILY                   $436,105.77                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 532087301                          09/05/2002                       $4,756.70                      $559,200.00
 NY                                 11/01/2002                       02/01/2003                     80
                                     SINGLE FAMILY
 10956                                                               $515,811.66                    6.125
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 532092301                          09/23/2002                       $4,029.89                      $470,000.00
 PA                                 11/01/2002                       02/01/2003                     68.12
 17754                               SINGLE FAMILY                   $462,114.68                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/18/2002
 532100500                          11/01/2002                       $3,871.27                      $451,500.00
 CA                                                                  01/01/2003                     76.44
 93117                               CONDOMINIUM                     $444,983.29                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 532133709                          10/31/2002                       $8,438.20                      $992,000.00
 OH                                 12/01/2002                       01/01/2003                     68.41
                                     SINGLE FAMILY
 43551                                                               $981,823.63                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 532294907                          10/02/2002                       $3,944.15                      $460,000.00
 MA                                 12/01/2002                       02/01/2003                     69.7
 02675                               SINGLE FAMILY                   $455,330.81                    6.25
                                    PURCHASE
 SECOND HOME                                                         STANDARD                       N
                                    09/26/2002
 532300605                          11/01/2002                       $3,921.39                      $461,000.00
 PA                                                                  01/01/2003                     79.97
 19460                               PUD                             $454,678.33                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 532318102                          09/20/2002                       $3,500.86                      $425,000.00
 VA                                 11/01/2002                       02/01/2003                     45.95
                                     SINGLE FAMILY
 23220                                                               $418,922.75                    5.625
 PRIMARY RESIDENCE                  PURCHASE                         RELOCATION                     N

 532369105                          08/27/2002                       $3,155.82                      $371,000.00
 TX                                 10/01/2002                       02/01/2003                     67.45
 75025                               SINGLE FAMILY                   $363,977.85                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 532455003                          09/19/2002                       $3,938.15                      $459,300.00
 MI                                 11/01/2002                       02/01/2003                     65.61
 48603                               SINGLE FAMILY                   $453,067.68                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    11/01/2002
 532541307                          01/01/2003                       $3,401.40                      $396,700.00
 MI                                                                  02/01/2003                     67.81
 48069                               SINGLE FAMILY                   $394,022.54                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 532605003                          08/26/2002                       $4,649.47                      $559,900.00
 MA                                 10/01/2002                       02/01/2003                     80
                                     SINGLE FAMILY
 01545                                                               $549,972.23                    5.75
 PRIMARY RESIDENCE                  PURCHASE                         RELOCATION                     N

 532758208                          09/19/2002                       $6,188.03                      $721,700.00
 CO                                 11/01/2002                       02/01/2003                     49.77
 81210                               SINGLE FAMILY                   $711,907.11                    6.25
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    10/17/2002
 532837200                          12/01/2002                       $3,850.75                      $460,000.00
 MI                                                                  02/01/2003                     80
 48176                               SINGLE FAMILY                   $455,180.48                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 532843406                          08/30/2002                       $2,746.25                      $322,850.00
 CA                                 10/01/2002                       02/01/2003                     49.67
                                     SINGLE FAMILY
 91344                                                               $317,301.80                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 532922309                          11/08/2002                       $4,685.18                      $564,200.00
 TX                                 01/01/2003                       01/01/2003                     58.16
 77006                               SINGLE FAMILY                   $560,227.06                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/23/2002
 533135208                          10/01/2002                       $2,892.13                      $340,000.00
 NY                                                                  02/01/2003                     25.19
 11797                               SINGLE FAMILY                   $331,699.00                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 533169108                          09/12/2002                       $5,431.91                      $643,700.00
 CT                                 11/01/2002                       02/01/2003                     64.95
                                     SINGLE FAMILY
 06412                                                               $634,779.73                    6
 PRIMARY RESIDENCE                  PURCHASE                         STATED INCOME                  N

 533200705                          09/18/2002                       $4,524.77                      $536,200.00
 NJ                                 11/01/2002                       01/01/2003                     67.03
 08057                               SINGLE FAMILY                   $528,769.42                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/18/2002
 533208708                          12/01/2002                       $2,865.32                      $339,550.00
 MI                                                                  01/01/2003                     50.38
 48322                               SINGLE FAMILY                   $336,029.75                    6
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 533216909                          10/02/2002                       $3,375.43                      $400,000.00
 PA                                 12/01/2002                       02/01/2003                     53.33
                                     PUD
 19002                                                               $392,410.92                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 533245304                          09/23/2002                       $3,375.43                      $400,000.00
 MA                                 11/01/2002                       01/01/2003                     62.99
 01740                               SINGLE FAMILY                   $394,456.88                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 533311007                          10/18/2002                       $4,134.90                      $490,000.00
 NY                                 12/01/2002                       02/01/2003                     70
 10941                               SINGLE FAMILY                   $484,919.99                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/23/2002
 533332300                          11/01/2002                       $2,762.50                      $330,000.00
 CT                                                                  01/01/2003                     55
 06460                               SINGLE FAMILY                   $325,378.70                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 533465506                          10/29/2002                       $3,043.77                      $363,600.00
 MI                                 12/01/2002                       01/01/2003                     58.65
                                     SINGLE FAMILY
 48306                                                               $359,790.47                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 533503207                          10/07/2002                       $4,902.51                      $600,000.00
 MI                                 12/01/2002                       01/01/2003                     75
 48306                               SINGLE FAMILY                   $593,512.82                    5.5
                                    PURCHASE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/24/2002
 533521308                          12/01/2002                       $3,252.21                      $388,500.00
 MI                                                                  01/01/2003                     49.18
 48374                               CONDOMINIUM                     $384,429.10                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 533542908                          10/09/2002                       $2,965.44                      $360,000.00
 PA                                 12/01/2002                       02/01/2003                     80
                                     SINGLE FAMILY
 18901                                                               $356,148.18                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 533552006                          09/25/2002                       $3,375.43                      $400,000.00
 CA                                 11/01/2002                       02/01/2003                     50.31
 92705                               SINGLE FAMILY                   $393,204.61                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    09/20/2002
 533623500                          11/01/2002                       $3,606.65                      $424,000.00
 FL                                                                  01/01/2003                     66.25
 32034                               SINGLE FAMILY                   $418,185.74                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 533640405                          09/23/2002                       $3,003.29                      $355,900.00
 MA                                 11/01/2002                       01/01/2003                     41.87
                                     SINGLE FAMILY
 02332                                                               $350,968.00                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 533670303                          10/01/2002                       $4,145.03                      $491,200.00
 WA                                 12/01/2002                       02/01/2003                     65.93
 98607                               SINGLE FAMILY                   $485,037.29                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/11/2002
 533704003                          11/01/2002                       $5,485.07                      $650,000.00
 TX                                                                  01/01/2003                     77.2
 76092                               PUD                             $639,432.15                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 533706602                          09/26/2002                       $5,022.72                      $600,000.00
 CT                                 11/01/2002                       02/01/2003                     60
                                     SINGLE FAMILY
 06416                                                               $591,597.66                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 533707402                          09/27/2002                       $2,826.93                      $335,000.00
 CA                                 11/01/2002                       01/01/2003                     69.07
 95945                               SINGLE FAMILY                   $330,357.60                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 533747903                          10/16/2002                       $4,119.29                      $488,150.00
 CA                                 11/01/2002                       01/01/2003                     38.29
 95404                               SINGLE FAMILY                   $478,037.39                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    10/15/2002
 533837001                          12/01/2002                       $3,222.91                      $385,000.00
 NJ                                                                  01/01/2003                     79.38
 08742                               SINGLE FAMILY                   $380,966.28                    5.875
 SECOND HOME                        PURCHASE                         SELECT                         N

 533890901                          10/25/2002                       $3,371.21                      $399,500.00
 MI                                 12/01/2002                       01/01/2003                     79.9
                                     SINGLE FAMILY
 48307                                                               $395,358.23                    6
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 533894705                          09/18/2002                       $4,973.06                      $580,000.00
 IL                                 11/01/2002                       02/01/2003                     74.36
 60614                               CONDOMINIUM                     $516,785.25                    6.25
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/11/2002
 533908109                          12/01/2002                       $4,063.87                      $477,750.00
 NY                                                                  01/01/2003                     67.29
 12866                               SINGLE FAMILY                   $472,849.01                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 534012901                          10/25/2002                       $3,036.20                      $359,800.00
 NJ                                 12/01/2002                       01/01/2003                     70
                                     SINGLE FAMILY
 07626                                                               $356,069.81                    6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 534066204                          10/22/2002                       $4,873.28                      $577,500.00
 NJ                                 12/01/2002                       01/01/2003                     70
 08008                               SINGLE FAMILY                   $571,257.48                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/29/2002
 534078902                          12/01/2002                       $5,304.82                      $633,700.00
 NJ                                                                  01/01/2003                     74.99
 08008                               SINGLE FAMILY                   $627,057.19                    5.875
 SECOND HOME                        PURCHASE                         STANDARD                       N

 534086509                          10/24/2002                       $3,768.27                      $443,000.00
 MI                                 12/01/2002                       01/01/2003                     50.06
                                     SINGLE FAMILY
 48236                                                               $438,455.51                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 534093802                          10/23/2002                       $3,037.89                      $360,000.00
 CA                                 12/01/2002                       01/01/2003                     78.26
 91765                               SINGLE FAMILY                   $355,698.48                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/23/2002
 534110309                          11/01/2002                       $4,168.66                      $494,000.00
 NJ                                                                  01/01/2003                     32.08
 07458                               SINGLE FAMILY                   $487,154.23                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 534149703                          10/21/2002                       $2,817.75                      $336,600.00
 FL                                 12/01/2002                       02/01/2003                     77.38
                                     PUD
 33437                                                               $333,073.35                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 534248505                          09/20/2002                       $3,034.56                      $362,500.00
 WA                                 11/01/2002                       01/01/2003                     51.79
 98221                               SINGLE FAMILY                   $357,423.59                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 534302302                          09/20/2002                       $2,868.74                      $337,250.00
 FL                                 11/01/2002                       01/01/2003                     45.57
 33609                               SINGLE FAMILY                   $332,625.30                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SUPER SELECT                   N
                                    10/14/2002
 534318209                          12/01/2002                       $3,683.33                      $440,000.00
 MS                                                                  01/01/2003                     69.84
 39601                               SINGLE FAMILY                   $435,390.02                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 534327705                          10/10/2002                       $3,030.37                      $362,000.00
 TX                                 12/01/2002                       02/01/2003                     53.63
                                     SINGLE FAMILY
 76028                                                               $358,207.25                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 534375506                          12/10/2002                       $3,641.35                      $438,500.00
 MI                                 02/01/2003                       02/01/2003                     60.07
 48301                               SINGLE FAMILY                   $436,950.80                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    11/06/2002
 534392709                          01/01/2003                       $3,850.75                      $460,000.00
 CT                                                                  01/01/2003                     47.92
 06840                               SINGLE FAMILY                   $456,794.84                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 534456207                          11/19/2002                       $6,328.09                      $749,900.00
 NY                                 01/01/2003                       02/01/2003                     57.68
                                     SINGLE FAMILY
 10924                                                               $744,729.93                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 534465901                          10/07/2002                       $3,129.99                      $373,900.00
 TX                                 11/01/2002                       01/01/2003                     70.38
 78572                               SINGLE FAMILY                   $368,663.95                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    10/17/2002
 534475207                          12/01/2002                       $5,943.55                      $710,000.00
 CA                                                                  01/01/2003                     37.13
 90402                               SINGLE FAMILY                   $702,561.17                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 534481403                          10/08/2002                       $3,733.55                      $446,000.00
 CA                                 12/01/2002                       01/01/2003                     46.22
                                     PUD
 94506                                                               $441,327.17                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 534515705                          10/28/2002                       $2,906.44                      $350,000.00
 FL                                 12/01/2002                       02/01/2003                     39.77
 32607                               PUD                             $346,294.22                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/11/2002
 534519509                          12/01/2002                       $3,572.63                      $420,000.00
 TN                                                                  01/01/2003                     79.25
 37922                               SINGLE FAMILY                   $415,618.12                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 534526009                          12/19/2002                       $3,335.09                      $398,400.00
 TX                                 02/01/2003                       03/01/2003                     80
                                     SINGLE FAMILY
 76230                                                               $396,885.90                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 534526207                          09/25/2002                       $6,328.93                      $750,000.00
 CO                                 11/01/2002                       02/01/2003                     50
 80435                               CONDOMINIUM                     $739,606.66                    6
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 534526900                          11/15/2002                       $4,472.87                      $530,050.00
 MI                                 01/01/2003                       01/01/2003                     67.1
 48304                               SINGLE FAMILY                   $526,395.65                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/11/2002
 534529904                          12/01/2002                       $6,328.93                      $750,000.00
 PA                                                                  01/01/2003                     68.09
 19085                               SINGLE FAMILY                   $742,224.47                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 534532700                          09/21/2002                       $2,886.51                      $347,600.00
 CA                                 11/01/2002                       01/01/2003                     79
                                     SINGLE FAMILY
 90277                                                               $342,681.07                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 534533906                          11/12/2002                       $4,170.53                      $498,200.00
 VT                                 01/01/2003                       01/01/2003                     52.94
 05155                               CONDOMINIUM                     $494,728.67                    5.875
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    11/21/2002
 534565007                          01/01/2003                       $5,517.14                      $653,800.00
 MI                                                                  01/01/2003                     70
 48167                               PUD                             $649,292.48                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 534575303                          11/21/2002                       $3,451.38                      $409,000.00
 MO                                 01/01/2003                       02/01/2003                     78.65
                                     SINGLE FAMILY
 63366                                                               $406,180.21                    6
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 534587100                          12/05/2002                       $3,175.74                      $327,600.00
 MI                                 02/01/2003                       02/01/2003                     74.46
 48188                               SINGLE FAMILY                   $326,028.13                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/25/2002
 534606108                          12/01/2002                       $3,881.75                      $460,000.00
 NJ                                                                  02/01/2003                     80
 08054                               SINGLE FAMILY                   $455,230.98                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 534663307                          09/23/2002                       $7,577.71                      $682,550.00
 MI                                 11/01/2002                       01/01/2003                     50.56
                                     SINGLE FAMILY
 48047                                                               $661,455.11                    6
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 534697503                          11/22/2002                       $3,752.50                      $338,000.00
 MI                                 01/01/2003                       02/01/2003                     51.52
 48167                               SINGLE FAMILY                   $333,368.45                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/16/2002
 534742002                          12/01/2002                       $4,907.03                      $581,500.00
 TX                                                                  01/01/2003                     79.22
 78730                               SINGLE FAMILY                   $575,370.86                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 534796206                          10/29/2002                       $4,219.29                      $500,000.00
 NY                                 12/01/2002                       02/01/2003                     63.69
                                     2-4 FAMILY
 11050                                                               $494,731.90                    6
 PRIMARY RESIDENCE                  PURCHASE                         STATED INCOME                  N

 534800404                          11/26/2002                       $3,828.93                      $457,393.00
 CA                                 01/01/2003                       01/01/2003                     48.15
 90064                               SINGLE FAMILY                   $454,206.00                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 534825302                          10/09/2002                       $3,574.58                      $423,600.00
 IN                                 12/01/2002                       02/01/2003                     80
 46143                               PUD                             $419,208.38                    6
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/14/2002
 534884200                          12/01/2002                       $3,819.89                      $460,000.00
 NJ                                                                  02/01/2003                     68.15
 07401                               CONDOMINIUM                     $455,129.57                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 534985601                          11/25/2002                       $3,164.31                      $378,000.00
 MI                                 01/01/2003                       01/01/2003                     79.58
                                     SINGLE FAMILY
 48306                                                               $375,366.19                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 535031405                          11/08/2002                       $5,022.72                      $600,000.00
 NJ                                 01/01/2003                       02/01/2003                     77.17
 07624                               SINGLE FAMILY                   $595,819.35                    5.875
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/05/2002
 535045306                          02/01/2003                       $4,367.96                      $526,000.00
 TX                                                                  01/01/2003                     35.07
 77056                               SINGLE FAMILY                   $524,152.46                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        SUPER SELECT                   N

 535070007                          10/10/2002                       $5,247.33                      $541,300.00
 CT                                 12/01/2002                       01/01/2003                     49.77
                                     SINGLE FAMILY
 06412                                                               $533,470.14                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 535153803                          11/20/2002                       $2,724.41                      $325,450.00
 MI                                 01/01/2003                       02/01/2003                     59.72
 48304                               SINGLE FAMILY                   $322,543.01                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 535199004                          12/01/2002                       $2,804.35                      $335,000.00
 MA                                                                  02/01/2003                     79.95
 02173                               SINGLE FAMILY                   $331,490.13                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 535257802                          11/13/2002                       $4,019.19                      $484,000.00
 NJ                                 01/01/2003                       02/01/2003                     48.4
                                     SINGLE FAMILY
 07039                                                               $480,591.81                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 535288609                          11/20/2002                       $3,032.05                      $362,200.00
 MI                                 01/01/2003                       01/01/2003                     76.25
 49712                               SINGLE FAMILY                   $359,676.28                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    11/05/2002
 535312300                          12/01/2002                       $4,390.69                      $524,500.00
 CA                                                                  01/01/2003                     63.58
 92562                               PUD                             $519,004.70                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 535342307                          11/20/2002                       $3,550.48                      $383,950.00
 MI                                 01/01/2003                       02/01/2003                     69.81
                                     SINGLE FAMILY
 48170                                                               $380,624.19                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 535361703                          10/21/2002                       $5,451.32                      $646,000.00
 NH                                 12/01/2002                       02/01/2003                     49.69
 03840                               SINGLE FAMILY                   $639,302.66                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SUPER SELECT                   N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 535363907                          10/31/2002                       $4,528.82                      $541,000.00
 CA                                 01/01/2003                       01/01/2003                     45.27
 95476                               SINGLE FAMILY                   $537,230.45                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    09/30/2002
 535373708                          11/01/2002                       $3,052.43                      $356,000.00
 IL                                                                  01/01/2003                     59.14
 60048                               PUD                             $351,169.38                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 535392500                          10/24/2002                       $8,025.88                      $958,750.00
 CA                                 12/01/2002                       01/01/2003                     65
                                     CONDOMINIUM
 94118                                                               $948,704.98                    5.875
 SECOND HOME                        PURCHASE                         STANDARD                       N

 535468706                          11/06/2002                       $3,039.31                      $366,000.00
 OR                                 12/01/2002                       01/01/2003                     51.55
 97219                               SINGLE FAMILY                   $362,124.81                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/07/2002
 535469506                          01/01/2003                       $2,800.69                      $340,000.00
 NV                                                                  01/01/2003                     80
 89147                               PUD                             $337,580.46                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 535479406                          10/29/2002                       $3,829.43                      $453,800.00
 CA                                 12/01/2002                       02/01/2003                     52.77
                                     SINGLE FAMILY
 96137                                                               $448,520.11                    6
 SECOND HOME                        REFINANCE                        SELECT                         N

 535492508                          11/26/2002                       $3,453.27                      $415,850.00
 MI                                 01/01/2003                       02/01/2003                     57.36
 48302                               SINGLE FAMILY                   $409,820.81                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/29/2002
 535495402                          12/01/2002                       $3,019.87                      $363,660.00
 WA                                                                  01/01/2003                     74.98
 98642                               SINGLE FAMILY                   $358,834.56                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 535500508                          11/08/2002                       $3,566.13                      $426,000.00
 IL                                 01/01/2003                       02/01/2003                     51.02
                                     SINGLE FAMILY
 60093                                                               $423,031.74                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 535519409                          10/25/2002                       $3,472.37                      $414,800.00
 CA                                 12/01/2002                       01/01/2003                     70.91
 91320                               SINGLE FAMILY                   $405,417.27                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    11/18/2002
 535520704                          01/01/2003                       $3,767.04                      $450,000.00
 PA                                                                  01/01/2003                     68.18
 19002                               PUD                             $446,864.51                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 535522700                          11/05/2002                       $3,181.06                      $380,000.00
 MI                                 01/01/2003                       01/01/2003                     66.09
                                     PUD
 48843                                                               $377,352.25                    5.875
 PRIMARY RESIDENCE                  PURCHASE                         SELECT                         N

 535531305                          10/30/2002                       $3,892.61                      $465,000.00
 NJ                                 12/01/2002                       01/01/2003                     33.82
 07945                               SINGLE FAMILY                   $460,128.08                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 535563902                          11/04/2002                       $4,225.45                      $380,600.00
 MI                                 12/01/2002                       02/01/2003                     77.52
 49801                               SINGLE FAMILY                   $372,090.24                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    10/15/2002
 535596001                          12/01/2002                       $3,628.90                      $437,000.00
 MI                                                                  01/01/2003                     65.39
 48363                               SINGLE FAMILY                   $432,373.07                    5.75
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 535608608                          11/26/2002                       $5,485.07                      $650,000.00
 CT                                 01/01/2003                       01/01/2003                     56.03
                                     SINGLE FAMILY
 06840                                                               $645,518.68                    6
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 535615306                          10/31/2002                       $3,139.20                      $375,000.00
 FL                                 12/01/2002                       01/01/2003                     44.01
 33446                               SINGLE FAMILY                   $371,071.05                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/23/2002
 535617807                          02/01/2003                       $2,936.63                      $348,000.00
 MI                                                                  02/01/2003                     52.73
 48324                               SINGLE FAMILY                   $346,803.37                    6
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 535637409                          12/19/2002                       $3,604.64                      $430,600.00
 IN                                 02/01/2003                       02/01/2003                     67.28
                                     SINGLE FAMILY
 46158                                                               $425,137.96                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 535669907                          10/31/2002                       $3,967.10                      $481,600.00
 CA                                 12/01/2002                       01/01/2003                     56.66
 92651                               SINGLE FAMILY                   $475,373.82                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/22/2002
 535694509                          12/01/2002                       $3,352.59                      $407,000.00
 TX                                                                  01/01/2003                     79.8
 75019                               PUD                             $401,638.28                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 535727507                          11/08/2002                       $4,846.28                      $583,600.00
 NE                                 01/01/2003                       02/01/2003                     79.99
                                     SINGLE FAMILY
 68130                                                               $579,490.45                    5.75
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 535754501                          11/01/2002                       $3,180.48                      $383,000.00
 TX                                 01/01/2003                       02/01/2003                     79.79
 76034                               PUD                             $380,303.01                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 535784805                          12/01/2002                       $3,375.43                      $400,000.00
 FL                                                                  02/01/2003                     54.79
 33414                               PUD                             $395,853.04                    6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 535791602                          11/04/2002                       $3,348.48                      $400,000.00
 NC                                 01/01/2003                       02/01/2003                     77.97
                                     PUD
 27455                                                               $397,212.90                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 535829303                          12/24/2002                       $3,227.10                      $385,500.00
 MI                                 02/01/2003                       02/01/2003                     39.27
 48324                               SINGLE FAMILY                   $384,160.24                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SUPER SELECT                   N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 535832208                          12/27/2002                       $3,489.46                      $430,550.00
 MI                                 02/01/2003                       02/01/2003                     72.97
 48170                               SINGLE FAMILY                   $428,989.05                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/16/2002
 535849202                          11/01/2002                       $2,803.51                      $334,900.00
 WA                                                                  02/01/2003                     78.8
 99203                               SINGLE FAMILY                   $330,210.12                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 535870406                          10/29/2002                       $4,299.46                      $509,500.00
 TX                                 12/01/2002                       02/01/2003                     40.76
                                     PUD
 75230                                                               $504,217.80                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 535901904                          12/04/2002                       $8,635.30                      $838,100.00
 WA                                 01/01/2003                       02/01/2003                     31.04
 98136                               SINGLE FAMILY                   $828,868.30                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    11/07/2002
 535992002                          01/01/2003                       $3,706.80                      $450,000.00
 FL                                                                  01/01/2003                     36
 33156                               SINGLE FAMILY                   $446,797.67                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 535994503                          11/05/2002                       $4,281.87                      $511,500.00
 MI                                 12/01/2002                       03/01/2003                     73.07
                                     SINGLE FAMILY
 48640                                                               $505,622.68                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 536084809                          01/02/2003                       $4,674.97                      $554,000.00
 MI                                 02/01/2003                       02/01/2003                     67.15
 48307                               SINGLE FAMILY                   $552,095.03                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/12/2002
 536185200                          02/01/2003                       $5,425.44                      $664,000.00
 MA                                                                  01/01/2003                     80
 01776                               SINGLE FAMILY                   $661,617.89                    5.5
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 536211006                          11/07/2002                       $5,459.76                      $647,000.00
 NC                                 01/01/2003                       02/01/2003                     63.25
                                     PUD
 28075                                                               $642,539.36                    6
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 536233901                          12/13/2002                       $3,633.10                      $434,000.00
 NJ                                 02/01/2003                       01/01/2003                     39.45
 07722                               SINGLE FAMILY                   $432,491.69                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/10/2002
 536258502                          02/01/2003                       $6,277.56                      $749,900.00
 NJ                                                                  01/01/2003                     48.38
 07722                               SINGLE FAMILY                   $747,293.83                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 536280407                          11/06/2002                       $3,533.81                      $429,000.00
 OH                                 01/01/2003                       01/01/2003                     68.2
                                     SINGLE FAMILY
 45208                                                               $425,947.12                    5.625
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 536282007                          10/30/2002                       $8,371.19                      $1,000,000.00
 NV                                 12/01/2002                       01/01/2003                     53.05
 89451                               SINGLE FAMILY                   $989,522.80                    5.875
                                    PURCHASE
 SECOND HOME                                                         SELECT                         N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 536364904                          11/04/2002                       $3,922.01                      $480,000.00
 FL                                 01/01/2003                       02/01/2003                     46.83
 34996                               SINGLE FAMILY                   $476,548.09                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/09/2002
 536392707                          02/01/2003                       $3,716.81                      $444,000.00
 MI                                                                  02/01/2003                     31.71
 49408                               SINGLE FAMILY                   $442,373.75                    5.875
 SECOND HOME                        REFINANCE                        STREAMLINE                     N

 536437304                          10/25/2002                       $5,795.85                      $697,950.00
 TN                                 12/01/2002                       01/01/2003                     73.47
                                     SINGLE FAMILY
 37347                                                               $687,546.66                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 536471402                          11/21/2002                       $3,731.96                      $442,250.00
 CT                                 01/01/2003                       02/01/2003                     63.18
 06117                               SINGLE FAMILY                   $439,200.98                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    11/12/2002
 536491004                          01/01/2003                       $5,214.15                      $627,900.00
 CO                                                                  02/01/2003                     52.33
 80026                               PUD                             $623,478.51                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 536516305                          12/10/2002                       $10,367.04                     $1,000,000.00
 WA                                 02/01/2003                       01/01/2003                     37.04
                                     SINGLE FAMILY
 98188                                                               $994,632.96                    6
 PRIMARY RESIDENCE                  REFINANCE                        SUPER SELECT                   N

 536555105                          12/26/2002                       $3,483.99                      $419,550.00
 TX                                 02/01/2003                       01/01/2003                     52.44
 78746                               SINGLE FAMILY                   $418,076.35                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/11/2002
 536619802                          02/01/2003                       $8,111.40                      $738,950.00
 TX                                                                  01/01/2003                     53.74
 77019                               SINGLE FAMILY                   $734,379.40                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        SUPER SELECT                   N

 536652001                          12/05/2002                       $2,737.27                      $332,300.00
 IL                                 01/01/2003                       01/01/2003                     73.84
                                     SINGLE FAMILY
 60540                                                               $329,935.25                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 536693609                          11/21/2002                       $3,065.05                      $369,100.00
 PA                                 01/01/2003                       01/01/2003                     46.14
 19425                               SINGLE FAMILY                   $366,500.89                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/03/2002
 536706401                          02/01/2003                       $930.06                        $112,000.00
 FL                                                                  01/01/2003                     40
 33067                               PUD                             $111,606.61                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 536720204                          11/25/2002                       $3,915.63                      $467,750.00
 CA                                 01/01/2003                       02/01/2003                     51.97
                                     SINGLE FAMILY
 90046                                                               $464,490.83                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 536725302                          11/18/2002                       $3,041.39                      $350,400.00
 WA                                 01/01/2003                       01/01/2003                     77.87
 99352                               SINGLE FAMILY                   $347,668.69                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 536729700                          11/05/2002                       $6,020.48                      $725,000.00
 MI                                 12/01/2002                       02/01/2003                     65.91
 48363                               SINGLE FAMILY                   $717,323.78                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SUPER SELECT                   N
                                    12/09/2002
 536730807                          02/01/2003                       $4,864.96                      $585,850.00
 MI                                                                  01/01/2003                     79.92
 48430                               SINGLE FAMILY                   $583,792.24                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 536780505                          11/06/2002                       $3,551.45                      $417,510.00
 IL                                 12/01/2002                       02/01/2003                     78.63
                                     SINGLE FAMILY
 60010                                                               $413,226.98                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 536828304                          12/17/2002                       $4,206.03                      $506,500.00
 CO                                 02/01/2003                       02/01/2003                     66.21
 81301                               PUD                             $496,989.63                    5.75
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    11/15/2002
 536858202                          01/01/2003                       $5,766.13                      $700,000.00
 OH                                                                  02/01/2003                     68.29
 44202                               PUD                             $695,018.59                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 536888209                          11/15/2002                       $2,919.34                      $345,952.00
 CA                                 01/01/2003                       02/01/2003                     62.9
                                     CONDOMINIUM
 92649                                                               $341,400.17                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 536901606                          11/20/2002                       $6,013.25                      $730,000.00
 MI                                 01/01/2003                       01/01/2003                     52.14
 48236                               SINGLE FAMILY                   $724,805.11                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SUPER SELECT                   N
                                    11/20/2002
 536974207                          01/01/2003                       $3,257.29                      $392,250.00
 PA                                                                  01/01/2003                     52.65
 19072                               SINGLE FAMILY                   $389,487.88                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 537021602                          12/23/2002                       $2,981.40                      $356,150.00
 AZ                                 02/01/2003                       02/01/2003                     45.08
                                     SINGLE FAMILY
 85253                                                               $354,912.25                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 537023509                          12/05/2002                       $3,446.21                      $415,000.00
 MI                                 01/01/2003                       01/01/2003                     69.17
 48375                               SINGLE FAMILY                   $412,023.63                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/13/2002
 537038002                          01/01/2003                       $3,375.43                      $400,000.00
 FL                                                                  02/01/2003                     60.61
 34108                               CONDOMINIUM                     $397,242.26                    6
 SECOND HOME                        PURCHASE                         SELECT                         N

 537052201                          11/14/2002                       $3,348.48                      $400,000.00
 NH                                 01/01/2003                       02/01/2003                     61.54
                                     SINGLE FAMILY
 03854                                                               $397,212.90                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 537068207                          11/14/2002                       $5,485.07                      $650,000.00
 WA                                 01/01/2003                       01/01/2003                     76.47
 98499                               SINGLE FAMILY                   $645,503.61                    6
                                    PURCHASE
 PRIMARY RESIDENCE                                                   RELOCATION                     N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 537070500                          11/20/2002                       $4,604.16                      $550,000.00
 NC                                 01/01/2003                       02/01/2003                     75.6
 27705                               SINGLE FAMILY                   $546,167.74                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    11/20/2002
 537103004                          01/01/2003                       $3,147.26                      $379,000.00
 NJ                                                                  01/01/2003                     85.17
 08033                               SINGLE FAMILY                   $376,331.18                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 537177206                          11/20/2002                       $3,222.00                      $388,000.00
 CO                                 01/01/2003                       02/01/2003                     80
                                     SINGLE FAMILY
 80104                                                               $385,267.81                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 537302408                          11/20/2002                       $3,263.52                      $393,000.00
 ME                                 01/01/2003                       02/01/2003                     65.5
 04444                               SINGLE FAMILY                   $390,232.60                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    12/06/2002
 537310104                          01/01/2003                       $4,204.01                      $502,200.00
 MO                                                                  01/01/2003                     76.56
 63132                               SINGLE FAMILY                   $498,700.81                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 537311409                          12/04/2002                       $1,812.21                      $220,000.00
 NJ                                 02/01/2003                       01/01/2003                     23.4
                                     SINGLE FAMILY
 07733                                                               $219,219.04                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 537321101                          12/23/2002                       $4,194.97                      $380,000.00
 TX                                 02/01/2003                       02/01/2003                     50.67
 77004                               CONDOMINIUM                     $376,335.46                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    12/12/2002
 537346900                          02/01/2003                       $3,400.80                      $406,250.00
 CT                                                                  01/01/2003                     57.22
 06070                               SINGLE FAMILY                   $404,838.13                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 537350308                          11/01/2002                       $3,500.86                      $425,000.00
 TX                                 01/01/2003                       03/01/2003                     68
                                     PUD
 78418                                                               $421,975.59                    5.625
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 537351405                          12/10/2002                       $4,219.29                      $500,000.00
 MI                                 02/01/2003                       02/01/2003                     35.71
 48382                               PUD                             $497,280.71                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    01/18/2003
 537355109                          03/01/2003                       $3,161.00                      $358,700.00
 MI                                                                  02/01/2003                     44.84
 48331                               SINGLE FAMILY                   $358,700.00                    6
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 537381105                          11/14/2002                       $4,147.56                      $491,500.00
 NH                                 01/01/2003                       03/01/2003                     39.01
                                     SINGLE FAMILY
 03870                                                               $488,111.43                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 537390007                          12/19/2002                       $3,288.43                      $396,000.00
 WY                                 01/01/2003                       01/01/2003                     63.36
 82922                               SINGLE FAMILY                   $389,806.06                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 537419103                          12/05/2002                       $4,783.08                      $595,000.00
 CT                                 02/01/2003                       02/01/2003                     76.77
 06001                               SINGLE FAMILY                   $592,820.05                    5.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    12/16/2002
 537481202                          02/01/2003                       $3,186.63                      $390,000.00
 FL                                                                  01/01/2003                     24.31
 33606                               SINGLE FAMILY                   $388,600.87                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 537525305                          11/08/2002                       $3,653.81                      $440,000.00
 TN                                 01/01/2003                       01/01/2003                     78.57
                                     PUD
 37027                                                               $436,901.64                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 537530503                          11/21/2002                       $4,320.52                      $393,600.00
 TX                                 01/01/2003                       01/01/2003                     62.48
 76017                               SINGLE FAMILY                   $387,910.44                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/26/2002
 537545402                          01/01/2003                       $3,268.34                      $400,000.00
 MI                                                                  02/01/2003                     63.8
 48348                               SINGLE FAMILY                   $397,123.41                    5.5
 PRIMARY RESIDENCE                  PURCHASE                         SELECT                         N

 537556201                          12/10/2002                       $4,019.39                      $500,000.00
 NJ                                 02/01/2003                       02/01/2003                     67.84
                                     SINGLE FAMILY
 08550                                                               $498,168.11                    5.25
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 537583601                          12/10/2002                       $1,514.12                      $178,000.00
 MA                                 02/01/2003                       02/01/2003                     52.35
 02642                               SINGLE FAMILY                   $177,394.42                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    12/11/2002
 537622102                          02/01/2003                       $4,366.42                      $521,600.00
 IN                                                                  02/01/2003                     80
 46804                               SINGLE FAMILY                   $519,787.25                    5.875
 PRIMARY RESIDENCE                  PURCHASE                         SELECT                         N

 537692105                          11/21/2002                       $3,115.70                      $375,200.00
 PA                                 01/01/2003                       02/01/2003                     68.32
                                     SINGLE FAMILY
 18966                                                               $370,547.44                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 537885709                          12/20/2002                       $5,148.33                      $625,000.00
 TX                                 02/01/2003                       01/01/2003                     76.69
 76126                               SINGLE FAMILY                   $622,781.36                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/22/2002
 537909004                          01/01/2003                       $5,190.07                      $625,000.00
 GA                                                                  02/01/2003                     45.62
 30004                               SINGLE FAMILY                   $620,598.92                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 537924102                          12/19/2002                       $3,403.96                      $420,000.00
 CA                                 02/01/2003                       02/01/2003                     73.04
                                     SINGLE FAMILY
 90717                                                               $418,477.29                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 537926305                          12/13/2002                       $4,800.04                      $573,400.00
 TX                                 01/01/2003                       02/01/2003                     79.53
 78735                               CONDOMINIUM                     $569,404.70                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 538050204                          11/22/2002                       $1,111.28                      $132,750.00
 NH                                 01/01/2003                       02/01/2003                     75
 03818                               SINGLE FAMILY                   $131,825.02                    5.875
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    12/27/2002
 538074600                          02/01/2003                       $5,425.03                      $663,950.00
 NJ                                                                  02/01/2003                     79.81
 08075                               SINGLE FAMILY                   $661,568.07                    5.5
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 538078908                          11/21/2002                       $4,141.36                      $483,000.00
 FL                                 01/01/2003                       01/01/2003                     70
                                     SINGLE FAMILY
 33156                                                               $479,740.06                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 538109208                          12/05/2002                       $1,272.43                      $152,000.00
 NJ                                 02/01/2003                       02/01/2003                     56.93
 08817                               SINGLE FAMILY                   $151,471.74                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    12/17/2002
 538110800                          02/01/2003                       $4,020.06                      $492,000.00
 NJ                                                                  02/01/2003                     80
 07005                               SINGLE FAMILY                   $490,234.94                    5.5
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 538111105                          11/21/2002                       $1,307.90                      $157,500.00
 NJ                                 01/01/2003                       02/01/2003                     70
                                     CONDOMINIUM
 07010                                                               $156,390.93                    5.75
 PRIMARY RESIDENCE                  PURCHASE                         STATED INCOME                  N

 538245101                          12/18/2002                       $7,596.04                      $692,000.00
 CO                                 02/01/2003                       02/01/2003                     53.23
 80424                               SINGLE FAMILY                   $687,719.79                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    01/03/2003
 538250408                          03/01/2003                       $5,024.77                      $610,000.00
 IL                                                                  02/01/2003                     34.46
 60614                               SINGLE FAMILY                   $610,000.00                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 538272105                          12/02/2002                       $3,972.66                      $486,200.00
 TN                                 02/01/2003                       01/01/2003                     85
                                     PUD
 37067                                                               $484,455.76                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 538291600                          12/16/2002                       $3,268.34                      $400,000.00
 RI                                 02/01/2003                       02/01/2003                     62.5
 02865                               SINGLE FAMILY                   $398,564.99                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    12/13/2002
 538295601                          02/01/2003                       $5,439.19                      $655,000.00
 NJ                                                                  02/01/2003                     59.55
 07648                               SINGLE FAMILY                   $652,699.35                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 538295700                          11/21/2002                       $3,006.63                      $365,000.00
 NJ                                 01/01/2003                       02/01/2003                     79.35
                                     SINGLE FAMILY
 07631                                                               $361,969.65                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 538300104                          12/13/2002                       $3,640.52                      $445,550.00
 NJ                                 02/01/2003                       01/01/2003                     80
 08816                               PUD                             $443,951.58                    5.5
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 538329202                          11/21/2002                       $6,228.08                      $750,000.00
 AZ                                 01/01/2003                       02/01/2003                     55.56
 85253                               SINGLE FAMILY                   $744,718.72                    5.75
                                    REFINANCE
 SECOND HOME                                                         SELECT                         N
                                    01/03/2003
 538459405                          03/01/2003                       $2,877.56                      $341,000.00
 PA                                                                  02/01/2003                     59.82
 18901                               SINGLE FAMILY                   $341,000.00                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 538462003                          12/24/2002                       $3,175.61                      $379,350.00
 ME                                 02/01/2003                       02/01/2003                     72.67
                                     SINGLE FAMILY
 03909                                                               $378,031.62                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 538527508                          12/16/2002                       $3,799.44                      $465,000.00
 MI                                 02/01/2003                       01/01/2003                     66.43
 48367                               SINGLE FAMILY                   $463,331.81                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/17/2002
 538738105                          02/01/2003                       $3,053.56                      $351,802.00
 CO                                                                  02/01/2003                     39.75
 80124                               SINGLE FAMILY                   $350,434.16                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 538751900                          12/16/2002                       $3,884.23                      $464,000.00
 PA                                 02/01/2003                       02/01/2003                     80
                                     SINGLE FAMILY
 17403                                                               $462,387.44                    5.875
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 538783606                          12/14/2002                       $3,616.44                      $435,500.00
 IL                                 02/01/2003                       01/01/2003                     54.44
 60083                               PUD                             $433,970.33                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/23/2002
 538810409                          02/01/2003                       $4,838.36                      $592,150.00
 MI                                                                  02/01/2003                     69.66
 48304                               SINGLE FAMILY                   $590,025.66                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 538829706                          12/18/2002                       $1,235.60                      $150,000.00
 NJ                                 02/01/2003                       01/01/2003                     60
                                     CONDOMINIUM
 08822                                                               $149,467.53                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 538920703                          12/02/2002                       $3,399.07                      $416,000.00
 FL                                 02/01/2003                       01/01/2003                     80
 34108                               CONDOMINIUM                     $414,507.60                    5.5
                                    PURCHASE
 SECOND HOME                                                         SELECT                         N
                                    12/10/2002
 538940503                          02/01/2003                       $4,353.02                      $520,000.00
 CA                                                                  02/01/2003                     80
 91362                               SINGLE FAMILY                   $518,192.81                    5.875
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 538956103                          12/19/2002                       $3,403.96                      $420,000.00
 NJ                                 02/01/2003                       01/01/2003                     68.4
                                     SINGLE FAMILY
 08812                                                               $418,477.29                    5.375
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 539088104                          12/23/2002                       $2,916.02                      $354,000.00
 CA                                 02/01/2003                       01/01/2003                     57.1
 94526                               SINGLE FAMILY                   $352,743.36                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 539197608                          12/20/2002                       $3,456.27                      $423,000.00
 CT                                 02/01/2003                       02/01/2003                     49.07
 06525                               SINGLE FAMILY                   $421,482.48                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/13/2002
 539200006                          02/01/2003                       $3,268.34                      $400,000.00
 TX                                                                  01/01/2003                     80
 78418                               PUD                             $398,564.99                    5.5
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 539204602                          12/23/2002                       $2,812.72                      $336,000.00
 NY                                 02/01/2003                       01/01/2003                     80
                                     SINGLE FAMILY
 12302                                                               $334,832.28                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 539223602                          01/03/2003                       $2,836.63                      $350,000.00
 NH                                 03/01/2003                       02/01/2003                     45.16
 03750                               SINGLE FAMILY                   $350,000.00                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    01/03/2003
 539351403                          02/01/2003                       $3,321.65                      $400,000.00
 LA                                                                  02/01/2003                     40.61
 70461                               SINGLE FAMILY                   $398,595.02                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 539385104                          12/12/2002                       $4,967.87                      $608,000.00
 AZ                                 02/01/2003                       02/01/2003                     43.43
                                     SINGLE FAMILY
 85251                                                               $605,818.80                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        SUPER SELECT                   N

 539473801                          12/20/2002                       $3,748.42                      $444,200.00
 MI                                 02/01/2003                       02/01/2003                     45.33
 48009                               SINGLE FAMILY                   $442,672.58                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    12/18/2002
 539510503                          02/01/2003                       $4,019.39                      $500,000.00
 GA                                                                  02/01/2003                     75.53
 30024                               PUD                             $498,091.38                    5.25
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 539638403                          01/03/2003                       $3,546.17                      $430,500.00
 RI                                 03/01/2003                       02/01/2003                     70
                                     CONDOMINIUM
 02840                                                               $430,500.00                    5.625
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 539714709                          02/10/2003                       $3,402.23                      $387,500.00
 FL                                 03/01/2003                       02/01/2003                     71.49
 33042                               SINGLE FAMILY                   $387,500.00                    6.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/20/2002
 539836700                          02/01/2003                       $8,772.13                      $803,700.00
 MI                                                                  02/01/2003                     52.7
 48323                               SINGLE FAMILY                   $798,695.21                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 539872002                          12/27/2002                       $3,130.19                      $380,000.00
 NC                                 02/01/2003                       02/01/2003                     79.17
                                     CONDOMINIUM
 28207                                                               $378,651.06                    5.625
 PRIMARY RESIDENCE                  PURCHASE                         SELECT                         N

 539892000                          01/03/2003                       $2,792.63                      $333,600.00
 VT                                 03/01/2003                       02/01/2003                     79.43
 05486                               SINGLE FAMILY                   $333,600.00                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 540472305                          12/30/2002                       $3,247.67                      $404,000.00
 TX                                 02/01/2003                       01/01/2003                     80
 77379                               PUD                             $402,519.83                    5.25
                                    PURCHASE
 PRIMARY RESIDENCE                                                   RELOCATION                     N
                                    01/29/2003
 540613106                          03/01/2003                       $3,209.54                      $386,500.00
 CA                                                                  02/01/2003                     51.53
 92679                               SINGLE FAMILY                   $386,500.00                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600257737                          09/28/2001                       $4,359.65                      $525,000.00
 VA                                 11/01/2001                       02/01/2003                     77.55
                                     SINGLE FAMILY
 24018                                                               $493,976.09                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600258424                          08/04/2001                       $4,098.48                      $478,000.00
 MD                                 11/01/2001                       01/01/2003                     79.67
 21738                               SINGLE FAMILY                   $451,227.23                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/08/2002
 600271768                          10/01/2002                       $4,044.72                      $475,500.00
 IN                                                                  01/01/2003                     69.93
 46814                               SINGLE FAMILY                   $467,328.56                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600275945                          11/13/2002                       $5,441.27                      $650,000.00
 IN                                 01/01/2003                       01/01/2003                     72.22
                                     SINGLE FAMILY
 46131                                                               $645,470.98                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600296515                          03/15/2002                       $3,858.40                      $450,000.00
 NJ                                 05/01/2002                       02/01/2003                     77.2
 08691                               SINGLE FAMILY                   $433,618.97                    6.25
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    04/02/2002
 600301233                          06/01/2002                       $3,901.27                      $455,000.00
 TX                                                                  01/01/2003                     65
 77027                               PUD                             $440,926.04                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600304931                          04/01/2002                       $4,502.74                      $521,000.00
 CA                                 05/01/2002                       02/01/2003                     57.89
                                     SINGLE FAMILY
 94611                                                               $503,230.04                    6.375
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600334315                          06/14/2002                       $4,892.79                      $575,200.00
 PA                                 08/01/2002                       02/01/2003                     80
 19355                               SINGLE FAMILY                   $560,638.25                    6.125
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    06/06/2002
 600334660                          07/01/2002                       $4,666.96                      $540,000.00
 FL                                                                  01/01/2003                     80
 34103                               SINGLE FAMILY                   $521,946.42                    6.375
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600338898                          05/22/2002                       $3,429.69                      $400,000.00
 NM                                 07/01/2002                       01/01/2003                     51.28
                                     SINGLE FAMILY
 87506                                                               $389,030.73                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600341043                          05/29/2002                       $3,429.70                      $400,000.00
 NC                                 07/01/2002                       01/01/2003                     80
 28601                               SINGLE FAMILY                   $389,030.65                    6.25
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600346080                          06/26/2002                       $4,634.50                      $536,245.00
 CA                                 08/01/2002                       01/01/2003                     75
 90024                               CONDOMINIUM                     $523,544.12                    6.375
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    05/21/2002
 600349654                          07/01/2002                       $3,000.98                      $350,000.00
 NJ                                                                  01/01/2003                     63.06
 08510                               SINGLE FAMILY                   $340,301.37                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600352333                          07/01/2002                       $2,949.53                      $344,000.00
 ME                                 08/01/2002                       01/01/2003                     80
                                     CONDOMINIUM
 03907                                                               $334,494.68                    6.25
 SECOND HOME                        PURCHASE                         STANDARD                       N

 600357057                          08/22/2002                       $3,429.69                      $400,000.00
 MA                                 10/01/2002                       01/01/2003                     74.23
 01757                               SINGLE FAMILY                   $392,286.46                    6.25
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/12/2002
 600368966                          09/01/2002                       $5,520.56                      $649,000.00
 FL                                                                  01/01/2003                     73.75
 34240                               PUD                             $635,339.92                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600371536                          08/13/2002                       $4,796.59                      $555,000.00
 FL                                 10/01/2002                       01/01/2003                     63.07
                                     SINGLE FAMILY
 33946                                                               $545,660.54                    6.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600377065                          08/02/2002                       $4,844.44                      $565,000.00
 IL                                 09/01/2002                       02/01/2003                     65.32
 60025                               PUD                             $553,440.01                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/26/2002
 600378708                          09/01/2002                       $4,415.73                      $515,000.00
 ME                                                                  02/01/2003                     71.09
 04105                               SINGLE FAMILY                   $504,208.88                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600380263                          08/26/2002                       $3,503.69                      $415,200.00
 NC                                 10/01/2002                       02/01/2003                     80
                                     SINGLE FAMILY
 28692                                                               $407,960.66                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600380466                          08/15/2002                       $4,046.35                      $471,920.00
 MN                                 10/01/2002                       01/01/2003                     80
 55331                               PUD                             $463,894.67                    6.25
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/12/2002
 600381115                          10/01/2002                       $5,573.25                      $650,000.00
 PA                                                                  01/01/2003                     72.22
 19118                               PUD                             $638,946.29                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600381306                          08/14/2002                       $3,000.98                      $350,000.00
 IL                                 10/01/2002                       01/01/2003                     17.5
                                     SINGLE FAMILY
 60614                                                               $344,048.00                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600381390                          08/14/2002                       $4,870.16                      $568,000.00
 IL                                 10/01/2002                       01/01/2003                     73.29
 60625                               SINGLE FAMILY                   $558,340.78                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600381665                          08/19/2002                       $4,287.11                      $500,000.00
 IL                                 10/01/2002                       02/01/2003                     63.29
 60540                               SINGLE FAMILY                   $481,497.17                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/26/2002
 600382065                          09/01/2002                       $2,898.09                      $338,000.00
 VA                                                                  01/01/2003                     79.53
 23226                               SINGLE FAMILY                   $331,084.46                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600382088                          08/02/2002                       $3,929.80                      $350,000.00
 MD                                 10/01/2002                       02/01/2003                     57
                                     SINGLE FAMILY
 21784                                                               $270,977.46                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600385274                          08/05/2002                       $2,977.19                      $350,000.00
 IN                                 10/01/2002                       01/01/2003                     43.55
 46360                               SINGLE FAMILY                   $343,985.25                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/19/2002
 600385378                          11/01/2002                       $3,881.75                      $460,000.00
 SC                                                                  02/01/2003                     69.7
 29732                               SINGLE FAMILY                   $453,625.38                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600387016                          07/31/2002                       $3,881.56                      $452,700.00
 OH                                 09/01/2002                       01/01/2003                     47.65
                                     SINGLE FAMILY
 43220                                                               $443,437.65                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600388187                          07/22/2002                       $4,261.40                      $497,000.00
 FL                                 09/01/2002                       01/01/2003                     66.53
 33067                               SINGLE FAMILY                   $486,831.25                    6.25
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/14/2002
 600389182                          10/01/2002                       $3,078.15                      $359,000.00
 AZ                                                                  01/01/2003                     77.37
 85331                               PUD                             $352,894.94                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600389261                          08/23/2002                       $3,421.12                      $399,000.00
 CA                                 10/01/2002                       01/01/2003                     72.55
                                     PUD
 92620                                                               $392,214.72                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600389724                          08/12/2002                       $3,104.78                      $365,000.00
 MA                                 10/01/2002                       02/01/2003                     68.22
 02421                               SINGLE FAMILY                   $358,727.49                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/18/2002
 600390431                          09/01/2002                       $3,104.78                      $365,000.00
 GA                                                                  02/01/2003                     68.87
 30802                               SINGLE FAMILY                   $357,453.72                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600391908                          07/31/2002                       $3,143.06                      $369,500.00
 FL                                 09/01/2002                       01/01/2003                     49.27
                                     SINGLE FAMILY
 32951                                                               $361,860.67                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600392104                          08/09/2002                       $3,189.84                      $375,000.00
 FL                                 10/01/2002                       02/01/2003                     66.61
 33433                               SINGLE FAMILY                   $368,555.67                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600392527                          08/13/2002                       $3,429.70                      $400,000.00
 MA                                 10/01/2002                       02/01/2003                     33.33
 02140                               SINGLE FAMILY                   $393,197.67                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/16/2002
 600393035                          10/01/2002                       $4,525.32                      $532,000.00
 IN                                                                  02/01/2003                     80
 46074                               SINGLE FAMILY                   $522,857.63                    6.125
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600393212                          09/20/2002                       $2,915.24                      $340,000.00
 NJ                                 11/01/2002                       01/01/2003                     68
                                     SINGLE FAMILY
 08057                                                               $335,386.48                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600393383                          08/15/2002                       $3,343.94                      $390,000.00
 MA                                 10/01/2002                       01/01/2003                     47.27
 02465                               SINGLE FAMILY                   $376,814.29                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/05/2002
 600393555                          10/01/2002                       $3,258.21                      $380,000.00
 MI                                                                  02/01/2003                     59.56
 48374                               SINGLE FAMILY                   $373,537.82                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600393566                          08/14/2002                       $5,358.35                      $620,000.00
 VA                                 10/01/2002                       02/01/2003                     49.6
                                     SINGLE FAMILY
 22066                                                               $609,566.74                    6.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600393800                          08/27/2002                       $2,917.64                      $343,000.00
 NJ                                 11/01/2002                       02/01/2003                     49
 07739                               SINGLE FAMILY                   $327,137.48                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/28/2002
 600394192                          10/01/2002                       $4,493.75                      $524,100.00
 IL                                                                  01/01/2003                     52.41
 60093                               SINGLE FAMILY                   $514,273.19                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600396512                          08/29/2002                       $5,573.25                      $650,000.00
 MA                                 11/01/2002                       01/01/2003                     66.67
                                     SINGLE FAMILY
 01945                                                               $641,180.06                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600396596                          09/12/2002                       $5,384.62                      $628,000.00
 VA                                 11/01/2002                       01/01/2003                     69.78
 24121                               SINGLE FAMILY                   $619,478.56                    6.25
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    08/16/2002
 600396640                          10/01/2002                       $4,084.27                      $484,000.00
 CT                                                                  02/01/2003                     80
 06074                               SINGLE FAMILY                   $475,595.02                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600396648                          07/18/2002                       $3,000.98                      $350,000.00
 MN                                 09/01/2002                       01/01/2003                     35
                                     SINGLE FAMILY
 55405                                                               $342,838.94                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600397042                          08/15/2002                       $3,062.25                      $360,000.00
 PA                                 10/01/2002                       01/01/2003                     54.71
 19010                               PUD                             $353,813.42                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600397133                          07/30/2002                       $3,385.06                      $397,950.00
 MD                                 09/01/2002                       01/01/2003                     79.59
 21224                               PUD                             $386,001.62                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/30/2002
 600397197                          10/01/2002                       $3,402.50                      $400,000.00
 CO                                                                  01/01/2003                     73.39
 80443                               PUD                             $393,126.02                    6.125
 SECOND HOME                        PURCHASE                         STANDARD                       N

 600397253                          08/15/2002                       $5,401.76                      $630,000.00
 KS                                 10/01/2002                       02/01/2003                     70
                                     PUD
 66085                                                               $619,286.43                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600399278                          11/08/2002                       $2,802.63                      $337,500.00
 MA                                 01/01/2003                       02/01/2003                     13.5
 02445                               SINGLE FAMILY                   $331,113.85                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/02/2002
 600400108                          10/01/2002                       $4,098.48                      $478,000.00
 PA                                                                  01/01/2003                     56.24
 19073                               SINGLE FAMILY                   $469,871.27                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600400277                          08/17/2002                       $3,062.25                      $360,000.00
 MD                                 10/01/2002                       02/01/2003                     65.45
                                     SINGLE FAMILY
 21601                                                               $353,813.42                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600400328                          08/27/2002                       $3,277.03                      $385,250.00
 NC                                 10/01/2002                       01/01/2003                     78.62
 27516                               PUD                             $378,629.52                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/09/2002
 600401486                          10/01/2002                       $4,715.83                      $550,000.00
 MO                                                                  01/01/2003                     61.11
 64055                               PUD                             $540,646.84                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600403079                          08/24/2002                       $3,429.70                      $400,000.00
 AZ                                 10/01/2002                       02/01/2003                     51.61
                                     PUD
 85234                                                               $330,381.10                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600404008                          08/21/2002                       $3,393.99                      $399,000.00
 IL                                 10/01/2002                       02/01/2003                     70
 60657                               PUD                             $392,143.22                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    08/16/2002
 600404994                          10/01/2002                       $3,402.50                      $400,000.00
 IN                                                                  02/01/2003                     53.33
 46106                               PUD                             $392,924.78                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600406102                          08/22/2002                       $3,163.89                      $369,000.00
 DE                                 10/01/2002                       02/01/2003                     58.11
                                     SINGLE FAMILY
 19807                                                               $362,724.90                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600406397                          09/05/2002                       $2,812.35                      $328,000.00
 VA                                 11/01/2002                       01/01/2003                     74.55
 20190                               CONDOMINIUM                     $323,549.30                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600406699                          08/27/2002                       $2,866.61                      $337,000.00
 NC                                 10/01/2002                       01/01/2003                     79.29
 28683                               SINGLE FAMILY                   $331,189.16                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/23/2002
 600407708                          10/01/2002                       $4,181.67                      $491,600.00
 OH                                                                  02/01/2003                     73.92
 45342                               SINGLE FAMILY                   $483,151.89                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600408364                          09/10/2002                       $3,797.36                      $450,000.00
 FL                                 11/01/2002                       02/01/2003                     67.16
                                     PUD
 33445                                                               $443,763.98                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600408367                          09/13/2002                       $3,086.72                      $360,000.00
 IN                                 11/01/2002                       01/01/2003                     74.23
 46077                               SINGLE FAMILY                   $354,963.55                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/06/2002
 600408917                          11/01/2002                       $3,307.07                      $391,900.00
 IN                                                                  02/01/2003                     89.89
 46526                               SINGLE FAMILY                   $386,469.16                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600409311                          09/04/2002                       $3,000.99                      $350,000.00
 SC                                 11/01/2002                       01/01/2003                     61.95
                                     SINGLE FAMILY
 29732                                                               $345,250.76                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600410776                          08/23/2002                       $3,069.57                      $358,000.00
 MD                                 10/01/2002                       01/01/2003                     68.19
 21035                               SINGLE FAMILY                   $351,911.98                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/05/2002
 600411451                          10/01/2002                       $3,223.91                      $376,000.00
 FL                                                                  02/01/2003                     60.65
 33777                               PUD                             $369,605.86                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600411486                          11/19/2002                       $5,041.24                      $612,000.00
 MA                                 01/01/2003                       02/01/2003                     58.29
                                     SINGLE FAMILY
 02481                                                               $607,644.84                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600413538                          09/25/2002                       $4,930.18                      $575,000.00
 WI                                 11/01/2002                       02/01/2003                     50
 53092                               SINGLE FAMILY                   $567,197.74                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/24/2002
 600413836                          11/01/2002                       $3,858.40                      $450,000.00
 WI                                                                  02/01/2003                     41.86
 53092                               SINGLE FAMILY                   $443,893.90                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600414765                          09/23/2002                       $3,615.16                      $425,000.00
 WI                                 11/01/2002                       02/01/2003                     38.99
                                     SINGLE FAMILY
 53092                                                               $419,172.01                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600414810                          09/25/2002                       $3,000.99                      $350,000.00
 MA                                 11/01/2002                       02/01/2003                     60.34
 02186                               SINGLE FAMILY                   $345,250.76                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600414898                          09/23/2002                       $2,790.91                      $325,500.00
 VA                                 11/01/2002                       02/01/2003                     50.08
 20171                               PUD                             $320,967.41                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/30/2002
 600415093                          12/01/2002                       $3,155.32                      $368,000.00
 IL                                                                  01/01/2003                     40.89
 60010                               CONDOMINIUM                     $364,264.66                    6.25
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600415148                          09/19/2002                       $4,848.56                      $570,000.00
 PA                                 11/01/2002                       01/01/2003                     76
                                     SINGLE FAMILY
 19335                                                               $562,183.68                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600415882                          09/24/2002                       $4,562.30                      $545,000.00
 WI                                 11/01/2002                       02/01/2003                     45.19
 53018                               SINGLE FAMILY                   $535,604.19                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/18/2002
 600415938                          11/01/2002                       $3,291.05                      $390,000.00
 MD                                                                  01/01/2003                     63.41
 20854                               SINGLE FAMILY                   $383,999.56                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600416439                          08/23/2002                       $1,859.86                      $220,400.00
 CO                                 10/01/2002                       01/01/2003                     74.97
                                     PUD
 80138                                                               $216,572.62                    6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600416901                          09/12/2002                       $2,826.92                      $335,000.00
 MD                                 11/01/2002                       01/01/2003                     72.83
 21042                               SINGLE FAMILY                   $306,044.22                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/30/2002
 600417486                          11/01/2002                       $4,635.91                      $545,000.00
 WI                                                                  01/01/2003                     65.5
 53092                               SINGLE FAMILY                   $536,423.01                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600417506                          09/20/2002                       $3,852.21                      $456,500.00
 VA                                 11/01/2002                       02/01/2003                     56.71
                                     SINGLE FAMILY
 22102                                                               $450,173.91                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600417660                          10/14/2002                       $3,285.69                      $392,500.00
 VA                                 12/01/2002                       02/01/2003                     42.78
 22039                               SINGLE FAMILY                   $388,221.81                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/08/2002
 600417676                          10/01/2002                       $2,869.11                      $340,000.00
 NJ                                                                  02/01/2003                     43.87
 07458                               SINGLE FAMILY                   $330,584.27                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600417853                          10/03/2002                       $4,641.21                      $550,000.00
 NY                                 11/01/2002                       02/01/2003                     64.03
                                     SINGLE FAMILY
 11235                                                               $542,378.23                    6
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600417858                          09/27/2002                       $3,572.62                      $420,000.00
 WI                                 12/01/2002                       02/01/2003                     68.63
 53045                               SINGLE FAMILY                   $415,691.48                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600417914                          09/03/2002                       $3,811.58                      $459,000.00
 NJ                                 11/01/2002                       02/01/2003                     65.57
 08003                               SINGLE FAMILY                   $452,504.69                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/05/2002
 600417960                          11/01/2002                       $5,063.14                      $600,000.00
 OH                                                                  01/01/2003                     60
 45069                               SINGLE FAMILY                   $586,842.94                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600418158                          08/12/2002                       $4,450.50                      $527,400.00
 AZ                                 10/01/2002                       01/01/2003                     27.05
                                     PUD
 85737                                                               $518,241.37                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600418378                          09/13/2002                       $4,397.31                      $516,950.00
 MN                                 11/01/2002                       01/01/2003                     64.62
 55347                               SINGLE FAMILY                   $509,861.11                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/12/2002
 600419594                          09/01/2002                       $5,316.02                      $620,000.00
 TX                                                                  02/01/2003                     70.45
 77375                               PUD                             $576,500.64                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600421584                          08/20/2002                       $3,670.78                      $435,000.00
 DE                                 10/01/2002                       02/01/2003                     58.78
                                     PUD
 19807                                                               $427,445.93                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600421712                          10/02/2002                       $4,497.76                      $533,000.00
 MA                                 12/01/2002                       02/01/2003                     50.76
 02331                               SINGLE FAMILY                   $527,474.19                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/04/2002
 600423259                          11/01/2002                       $3,172.46                      $370,000.00
 PA                                                                  01/01/2003                     52.86
 19422                               SINGLE FAMILY                   $357,923.83                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600423412                          08/29/2002                       $3,037.88                      $360,000.00
 VA                                 10/01/2002                       01/01/2003                     79.12
                                     PUD
 22015                                                               $353,748.40                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600423793                          07/29/2002                       $5,507.23                      $642,300.00
 MO                                 09/01/2002                       01/01/2003                     67.61
 64082                               PUD                             $629,158.41                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/26/2002
 600424005                          10/01/2002                       $3,657.69                      $430,000.00
 NJ                                                                  01/01/2003                     78.18
 08043                               SINGLE FAMILY                   $421,371.14                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600424084                          09/06/2002                       $4,111.34                      $479,500.00
 UT                                 11/01/2002                       01/01/2003                     73.77
                                     SINGLE FAMILY
 84604                                                               $472,993.62                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600424524                          10/24/2002                       $3,901.99                      $462,400.00
 IL                                 12/01/2002                       01/01/2003                     79.72
 60177                               SINGLE FAMILY                   $453,586.14                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600424554                          10/15/2002                       $5,147.03                      $461,000.00
 MA                                 12/01/2002                       01/01/2003                     28.81
 02554                               SINGLE FAMILY                   $450,559.78                    6.125
                                    REFINANCE
 SECOND HOME                                                         STREAMLINE                     N
                                    10/04/2002
 600425017                          11/01/2002                       $6,069.11                      $725,000.00
 NJ                                                                  01/01/2003                     69.05
 07712                               SINGLE FAMILY                   $714,847.22                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600425123                          08/30/2002                       $3,348.47                      $400,000.00
 LA                                 10/01/2002                       01/01/2003                     74.77
                                     PUD
 70810                                                               $392,811.03                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600425258                          09/05/2002                       $4,947.37                      $591,000.00
 CA                                 11/01/2002                       01/01/2003                     69.94
 94040                               SINGLE FAMILY                   $581,713.92                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/22/2002
 600425729                          10/01/2002                       $2,987.25                      $354,000.00
 UT                                                                  01/01/2003                     78.67
 84003                               SINGLE FAMILY                   $347,852.58                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600425749                          08/26/2002                       $4,269.30                      $510,000.00
 SC                                 10/01/2002                       02/01/2003                     76.69
                                     PUD
 29466                                                               $501,044.65                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600426257                          09/05/2002                       $3,940.81                      $467,000.00
 MD                                 10/01/2002                       01/01/2003                     25.94
 20815                               CONDOMINIUM                     $458,890.25                    6
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    09/05/2002
 600426311                          11/01/2002                       $3,348.47                      $400,000.00
 IN                                                                  03/01/2003                     48.48
 46240                               SINGLE FAMILY                   $394,398.49                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600426951                          10/08/2002                       $3,487.72                      $420,000.00
 PA                                 12/01/2002                       02/01/2003                     38.18
                                     SINGLE FAMILY
 19348                                                               $415,167.98                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600428535                          10/09/2002                       $4,725.60                      $560,000.00
 WI                                 12/01/2002                       01/01/2003                     53.33
 53402                               SINGLE FAMILY                   $554,194.27                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/12/2002
 600428879                          11/01/2002                       $3,493.57                      $414,000.00
 OH                                                                  01/01/2003                     69
 43085                               SINGLE FAMILY                   $406,249.28                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600429053                          09/25/2002                       $3,402.50                      $400,000.00
 SC                                 11/01/2002                       01/01/2003                     80
                                     SINGLE FAMILY
 29621                                                               $394,514.85                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600429154                          09/09/2002                       $3,862.44                      $344,000.00
 IL                                 11/01/2002                       01/01/2003                     39.31
 60044                               SINGLE FAMILY                   $335,651.97                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600429568                          09/27/2002                       $3,298.25                      $394,000.00
 NJ                                 11/01/2002                       01/01/2003                     71.38
 08691                               SINGLE FAMILY                   $388,481.82                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/09/2002
 600429664                          11/01/2002                       $3,954.31                      $468,600.00
 WI                                                                  01/01/2003                     44.21
 53029                               SINGLE FAMILY                   $461,096.21                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600430711                          09/20/2002                       $3,348.47                      $400,000.00
 CA                                 11/01/2002                       02/01/2003                     74.07
                                     SINGLE FAMILY
 92886                                                               $389,349.41                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600430889                          09/14/2002                       $3,768.27                      $443,000.00
 NJ                                 11/01/2002                       02/01/2003                     42.19
 07733                               SINGLE FAMILY                   $424,812.43                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/11/2002
 600430937                          12/01/2002                       $3,557.76                      $425,000.00
 IN                                                                  02/01/2003                     56.67
 46220                               PUD                             $420,547.18                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600431154                          09/06/2002                       $5,316.30                      $630,000.00
 DE                                 11/01/2002                       02/01/2003                     74.12
                                     SINGLE FAMILY
 19807                                                               $621,269.59                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600431796                          10/16/2002                       $3,911.23                      $471,000.00
 NJ                                 12/01/2002                       01/01/2003                     55.74
 07078                               SINGLE FAMILY                   $466,013.12                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/07/2002
 600431966                          12/01/2002                       $3,755.16                      $445,000.00
 WI                                                                  02/01/2003                     52.66
 53052                               SINGLE FAMILY                   $425,311.41                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600432509                          09/30/2002                       $3,313.83                      $392,700.00
 CA                                 11/01/2002                       02/01/2003                     46.75
                                     SINGLE FAMILY
 95032                                                               $387,092.34                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600433157                          09/06/2002                       $2,929.91                      $350,000.00
 GA                                 11/01/2002                       01/01/2003                     65.91
 30022                               PUD                             $343,988.37                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 600433522                          12/01/2002                       $6,278.39                      $750,000.00
 FL                                                                  02/01/2003                     51.72
 33156                               SINGLE FAMILY                   $742,142.11                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600433783                          12/09/2002                       $3,496.64                      $417,700.00
 AZ                                 02/01/2003                       02/01/2003                     67.37
                                     SINGLE FAMILY
 85718                                                               $416,248.35                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600433843                          08/30/2002                       $4,219.28                      $500,000.00
 KS                                 10/01/2002                       02/01/2003                     64.52
 66226                               SINGLE FAMILY                   $491,317.16                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600434346                          09/24/2002                       $797.40                        $93,000.00
 MA                                 11/01/2002                       02/01/2003                     38.75
 01905                               2-4 FAMILY                      $76,633.63                     6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    09/16/2002
 600434374                          11/01/2002                       $3,755.17                      $445,000.00
 NJ                                                                  01/01/2003                     65.93
 08844                               SINGLE FAMILY                   $438,833.26                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600434447                          08/30/2002                       $1,129.36                      $136,000.00
 PA                                 10/01/2002                       01/01/2003                     46.9
                                     SINGLE FAMILY
 19320                                                               $133,588.54                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600434639                          09/25/2002                       $3,375.43                      $400,000.00
 MA                                 11/01/2002                       01/01/2003                     13.56
 02458                               SINGLE FAMILY                   $390,860.42                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/30/2002
 600434732                          11/01/2002                       $4,687.86                      $560,000.00
 MD                                                                  01/01/2003                     46.28
 20815                               CONDOMINIUM                     $552,157.87                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600435215                          09/30/2002                       $3,348.47                      $400,000.00
 FL                                 11/01/2002                       02/01/2003                     80
                                     PUD
 32176                                                               $394,398.49                    5.875
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600435626                          08/29/2002                       $4,219.28                      $500,000.00
 NJ                                 10/01/2002                       02/01/2003                     79.37
 08558                               PUD                             $491,317.20                    6
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/11/2002
 600436654                          12/01/2002                       $4,922.26                      $588,000.00
 DE                                                                  01/01/2003                     80
 19807                               SINGLE FAMILY                   $581,839.41                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600436992                          09/20/2002                       $4,118.87                      $488,100.00
 OH                                 11/01/2002                       02/01/2003                     74.18
                                     SINGLE FAMILY
 45370                                                               $481,336.00                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600438225                          09/12/2002                       $3,071.64                      $364,000.00
 MA                                 11/01/2002                       02/01/2003                     74.29
 01701                               SINGLE FAMILY                   $358,955.76                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/04/2002
 600438253                          12/01/2002                       $4,461.84                      $533,000.00
 MA                                                                  02/01/2003                     68.33
 02467                               SINGLE FAMILY                   $527,415.67                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600438302                          12/02/2002                       $4,997.60                      $597,000.00
 FL                                 01/01/2003                       02/01/2003                     42.64
                                     SINGLE FAMILY
 32176                                                               $588,274.08                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600438327                          08/28/2002                       $2,807.06                      $330,000.00
 AZ                                 10/01/2002                       02/01/2003                     60
 85018                               SINGLE FAMILY                   $324,328.99                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600438588                          11/26/2002                       $3,787.96                      $452,500.00
 CO                                 01/01/2003                       01/01/2003                     54.19
 81301                               SINGLE FAMILY                   $449,347.11                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/23/2002
 600438971                          11/01/2002                       $4,219.28                      $500,000.00
 IL                                                                  01/01/2003                     60.24
 60659                               SINGLE FAMILY                   $493,071.12                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600439009                          09/20/2002                       $3,535.76                      $419,000.00
 IL                                 11/01/2002                       01/01/2003                     74.16
                                     SINGLE FAMILY
 60070                                                               $413,193.60                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600439768                          10/10/2002                       $3,645.47                      $432,000.00
 SC                                 12/01/2002                       01/01/2003                     61.71
 29072                               SINGLE FAMILY                   $427,521.27                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 600439779                          12/01/2002                       $3,797.36                      $450,000.00
 IL                                                                  01/01/2003                     53.57
 60201                               SINGLE FAMILY                   $429,540.44                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600439879                          10/23/2002                       $2,829.50                      $330,000.00
 MA                                 12/01/2002                       02/01/2003                     75
                                     SINGLE FAMILY
 02186                                                               $326,650.36                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600440246                          09/30/2002                       $850.62                        $100,000.00
 UT                                 11/01/2002                       01/01/2003                     54.05
 84117                               SINGLE FAMILY                   $98,527.20                     6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    09/30/2002
 600441034                          11/01/2002                       $5,485.07                      $650,000.00
 MA                                                                  01/01/2003                     65
 02474                               SINGLE FAMILY                   $640,992.44                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600442550                          09/25/2002                       $2,913.17                      $348,000.00
 CT                                 11/01/2002                       02/01/2003                     40.94
                                     SINGLE FAMILY
 06840                                                               $343,126.68                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600442591                          09/26/2002                       $3,963.76                      $473,500.00
 MA                                 11/01/2002                       01/01/2003                     39.46
 02186                               SINGLE FAMILY                   $466,869.17                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/05/2002
 600443147                          01/01/2003                       $4,806.04                      $565,000.00
 MA                                                                  02/01/2003                     67.66
 02481                               SINGLE FAMILY                   $561,145.81                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600443197                          09/30/2002                       $3,725.18                      $445,000.00
 FL                                 11/01/2002                       02/01/2003                     76.72
                                     SINGLE FAMILY
 32832                                                               $438,768.29                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600443211                          09/14/2002                       $3,274.16                      $388,000.00
 VA                                 11/01/2002                       01/01/2003                     61.66
 22314                               SINGLE FAMILY                   $382,572.44                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600443653                          10/10/2002                       $5,444.00                      $640,000.00
 DE                                 12/01/2002                       01/01/2003                     80
 19711                               SINGLE FAMILY                   $633,334.09                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/09/2002
 600446143                          12/01/2002                       $2,729.01                      $326,000.00
 SC                                                                  01/01/2003                     74.09
 29732                               SINGLE FAMILY                   $322,584.42                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600447696                          10/21/2002                       $5,779.03                      $674,000.00
 IL                                 12/01/2002                       01/01/2003                     51.85
                                     CONDOMINIUM
 60611                                                               $667,158.65                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600448122                          10/01/2002                       $3,063.86                      $366,000.00
 SC                                 12/01/2002                       02/01/2003                     59.03
 29902                               SINGLE FAMILY                   $362,165.33                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/01/2002
 600448190                          12/01/2002                       $5,391.04                      $644,000.00
 ME                                                                  01/01/2003                     64.4
 04102                               SINGLE FAMILY                   $637,252.71                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600448351                          11/05/2002                       $2,879.69                      $344,000.00
 MD                                 01/01/2003                       01/01/2003                     43.32
                                     PUD
 21030                                                               $341,603.10                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600448391                          11/29/2002                       $3,980.93                      $468,000.00
 CO                                 01/01/2003                       02/01/2003                     80
 80921                               SINGLE FAMILY                   $464,807.51                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/31/2002
 600448789                          01/01/2003                       $3,274.16                      $388,000.00
 CO                                                                  02/01/2003                     79.84
 81435                               CONDOMINIUM                     $385,325.01                    6
 SECOND HOME                        REFINANCE                        STREAMLINE                     N

 600448815                          09/26/2002                       $3,645.50                      $439,000.00
 PA                                 11/01/2002                       01/01/2003                     74.41
                                     SINGLE FAMILY
 18938                                                               $432,787.69                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600449602                          09/27/2002                       $4,816.38                      $580,000.00
 IN                                 12/01/2002                       02/01/2003                     74.84
 47401                               SINGLE FAMILY                   $573,415.35                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/11/2002
 600451191                          12/01/2002                       $3,839.55                      $455,000.00
 NJ                                                                  04/01/2003                     65.94
 07076                               SINGLE FAMILY                   $435,033.27                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600451564                          11/08/2002                       $3,445.04                      $405,000.00
 SC                                 01/01/2003                       02/01/2003                     90
                                     SINGLE FAMILY
 29118                                                               $402,237.26                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600451580                          10/04/2002                       $3,653.80                      $440,000.00
 VA                                 12/01/2002                       02/01/2003                     62.86
 23059                               SINGLE FAMILY                   $435,341.35                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600451773                          10/10/2002                       $3,379.77                      $407,000.00
 CA                                 12/01/2002                       01/01/2003                     54.63
 92064                               SINGLE FAMILY                   $402,690.74                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/27/2002
 600452154                          11/01/2002                       $3,291.04                      $390,000.00
 MD                                                                  01/01/2003                     75
 21146                               SINGLE FAMILY                   $384,595.47                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600452624                          09/30/2002                       $2,970.38                      $352,000.00
 MD                                 11/01/2002                       01/01/2003                     80
                                     PUD
 21108                                                               $347,122.05                    6
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600453416                          09/27/2002                       $3,130.82                      $374,000.00
 IN                                 11/01/2002                       02/01/2003                     67.39
 46033                               PUD                             $368,762.58                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/09/2002
 600453437                          12/01/2002                       $2,963.40                      $354,000.00
 NH                                                                  01/01/2003                     78.67
 03031                               SINGLE FAMILY                   $350,291.07                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600453534                          10/09/2002                       $2,846.20                      $340,000.00
 PA                                 12/01/2002                       01/01/2003                     45.95
                                     PUD
 19422                                                               $336,437.77                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600453645                          10/22/2002                       $2,946.66                      $352,000.00
 OH                                 12/01/2002                       02/01/2003                     80
 43085                               SINGLE FAMILY                   $348,312.02                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/22/2002
 600454216                          01/01/2003                       $4,185.59                      $500,000.00
 CO                                                                  02/01/2003                     61.35
 80016                               PUD                             $496,516.15                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600454235                          10/17/2002                       $3,197.08                      $385,000.00
 CA                                 12/01/2002                       01/01/2003                     66.49
                                     SINGLE FAMILY
 91784                                                               $380,923.66                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600454503                          09/25/2002                       $4,440.82                      $400,000.00
 NC                                 11/01/2002                       02/01/2003                     52.63
 28207                               SINGLE FAMILY                   $390,163.25                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/24/2002
 600455302                          12/01/2002                       $3,105.71                      $371,000.00
 PA                                                                  02/01/2003                     77.29
 19063                               SINGLE FAMILY                   $367,112.96                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600455796                          10/01/2002                       $2,835.36                      $336,000.00
 MA                                 11/01/2002                       02/01/2003                     50.91
                                     SINGLE FAMILY
 01845                                                               $331,343.78                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600455797                          10/18/2002                       $6,379.68                      $750,000.00
 MA                                 12/01/2002                       01/01/2003                     48.39
 02554                               SINGLE FAMILY                   $742,306.20                    6.125
                                    PURCHASE
 SECOND HOME                                                         STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600456030                          10/04/2002                       $3,506.86                      $409,000.00
 NC                                 12/01/2002                       02/01/2003                     69.91
 27513                               PUD                             $403,609.45                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/30/2002
 600456325                          11/01/2002                       $3,515.90                      $420,000.00
 UT                                                                  01/01/2003                     42
 84117                               SINGLE FAMILY                   $414,118.38                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600456591                          10/04/2002                       $2,950.55                      $349,650.00
 IL                                 12/01/2002                       02/01/2003                     66.1
                                     PUD
 60545                                                               $345,655.07                    6
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600456884                          10/31/2002                       $2,785.10                      $332,700.00
 SC                                 01/01/2003                       02/01/2003                     57.36
 29650                               PUD                             $330,381.82                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/15/2002
 600456903                          12/01/2002                       $4,134.90                      $490,000.00
 MA                                                                  01/01/2003                     34.39
 02116                               SINGLE FAMILY                   $484,919.99                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600457692                          10/23/2002                       $3,549.38                      $424,000.00
 PA                                 12/01/2002                       02/01/2003                     53
                                     SINGLE FAMILY
 19085                                                               $419,557.68                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600457923                          09/27/2002                       $3,504.57                      $412,000.00
 MA                                 11/01/2002                       01/01/2003                     79.23
 01803                               SINGLE FAMILY                   $406,329.08                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/03/2002
 600458246                          12/01/2002                       $2,971.77                      $355,000.00
 CO                                                                  02/01/2003                     52.99
 80016                               SINGLE FAMILY                   $351,280.60                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600458263                          10/28/2002                       $2,869.22                      $342,750.00
 NJ                                 12/01/2002                       01/01/2003                     54.4
                                     SINGLE FAMILY
 08057                                                               $339,158.95                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600458500                          10/09/2002                       $2,846.20                      $340,000.00
 VA                                 12/01/2002                       02/01/2003                     47.55
 23229                               SINGLE FAMILY                   $336,437.76                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/07/2002
 600458517                          11/01/2002                       $4,857.90                      $585,000.00
 MA                                                                  02/01/2003                     48.75
 02116                               2-4 FAMILY                      $574,830.32                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600459592                          09/27/2002                       $3,334.92                      $395,200.00
 NC                                 11/01/2002                       01/01/2003                     80
                                     PUD
 27511                                                               $389,723.42                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600459673                          11/26/2002                       $4,085.62                      $492,000.00
 IL                                 01/01/2003                       02/01/2003                     69.99
 60618                               SINGLE FAMILY                   $488,535.48                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600459815                          08/21/2002                       $3,746.73                      $444,000.00
 CA                                 10/01/2002                       01/01/2003                     37
 94618                               SINGLE FAMILY                   $436,289.63                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/16/2002
 600459816                          10/01/2002                       $4,276.95                      $502,800.00
 CA                                                                  01/01/2003                     50.28
 91741                               SINGLE FAMILY                   $478,267.95                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600459817                          08/22/2002                       $3,317.44                      $390,000.00
 CA                                 10/01/2002                       01/01/2003                     52
                                     SINGLE FAMILY
 93430                                                               $383,297.86                    6.125
 SECOND HOME                        REFINANCE                        STANDARD                       N

 600459818                          08/21/2002                       $3,609.76                      $421,000.00
 CA                                 10/01/2002                       02/01/2003                     49.53
 91377                               PUD                             $413,840.55                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/26/2002
 600459819                          10/01/2002                       $3,071.64                      $364,000.00
 GA                                                                  02/01/2003                     47.89
 30319                               SINGLE FAMILY                   $357,678.90                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600459820                          08/22/2002                       $3,049.86                      $355,700.00
 CA                                 10/01/2002                       02/01/2003                     47.74
                                     SINGLE FAMILY
 90293                                                               $349,651.04                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600459821                          08/16/2002                       $4,392.25                      $512,261.00
 CA                                 10/01/2002                       01/01/2003                     45.78
 90210                               SINGLE FAMILY                   $502,338.14                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/20/2002
 600459822                          10/01/2002                       $3,669.77                      $428,000.00
 CA                                                                  02/01/2003                     72.54
 90405                               SINGLE FAMILY                   $420,660.62                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600459824                          08/21/2002                       $4,814.54                      $566,000.00
 CA                                 10/01/2002                       01/01/2003                     49.22
                                     SINGLE FAMILY
 94941                                                               $556,273.30                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600459825                          08/21/2002                       $3,524.01                      $411,000.00
 CA                                 10/01/2002                       01/01/2003                     74.73
 94061                               SINGLE FAMILY                   $404,010.66                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/19/2002
 600459826                          10/01/2002                       $4,716.73                      $568,000.00
 CA                                                                  01/01/2003                     52.84
 95746                               PUD                             $557,928.63                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600459827                          08/22/2002                       $3,301.08                      $385,000.00
 CA                                 10/01/2002                       02/01/2003                     27.8
                                     SINGLE FAMILY
 94025                                                               $378,452.79                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600460017                          10/17/2002                       $3,478.63                      $412,230.00
 NC                                 12/01/2002                       02/01/2003                     79.28
 28480                               CONDOMINIUM                     $407,956.26                    6
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600460526                          10/28/2002                       $5,290.59                      $632,000.00
 IL                                 12/01/2002                       02/01/2003                     68.7
 60546                               SINGLE FAMILY                   $625,378.42                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/14/2002
 600460540                          12/01/2002                       $3,474.04                      $415,000.00
 OH                                                                  02/01/2003                     72.81
 45419                               SINGLE FAMILY                   $410,651.97                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600460709                          10/07/2002                       $3,030.37                      $362,000.00
 NY                                 12/01/2002                       02/01/2003                     49.45
                                     SINGLE FAMILY
 11724                                                               $358,207.25                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600461456                          10/04/2002                       $2,762.49                      $330,000.00
 NJ                                 12/01/2002                       02/01/2003                     40.74
 07928                               SINGLE FAMILY                   $326,542.53                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/11/2002
 600462486                          01/01/2003                       $3,859.12                      $461,000.00
 WI                                                                  01/01/2003                     71.58
 53153                               SINGLE FAMILY                   $457,787.88                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600462528                          09/20/2002                       $4,480.88                      $531,000.00
 MN                                 11/01/2002                       01/01/2003                     78.09
                                     SINGLE FAMILY
 55116                                                               $523,641.52                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600463036                          09/25/2002                       $5,441.27                      $650,000.00
 MO                                 11/01/2002                       02/01/2003                     38.24
 65049                               PUD                             $639,890.95                    5.875
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    10/16/2002
 600464437                          12/01/2002                       $4,771.58                      $570,000.00
 MA                                                                  02/01/2003                     79.5
 01746                               SINGLE FAMILY                   $564,027.99                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600464575                          10/10/2002                       $5,293.86                      $637,500.00
 IN                                 12/01/2002                       02/01/2003                     75
                                     SINGLE FAMILY
 47403                                                               $630,750.25                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600464999                          11/20/2002                       $6,228.08                      $750,000.00
 AZ                                 01/01/2003                       02/01/2003                     38.46
 85750                               SINGLE FAMILY                   $744,718.72                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/16/2002
 600465909                          12/01/2002                       $3,359.97                      $395,000.00
 PA                                                                  01/01/2003                     60.77
 19382                               SINGLE FAMILY                   $390,947.92                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600466142                          10/18/2002                       $2,720.64                      $325,000.00
 PA                                 12/01/2002                       01/01/2003                     19.12
                                     PUD
 19010                                                               $321,594.91                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600466184                          11/01/2002                       $3,529.24                      $425,000.00
 MA                                 01/01/2003                       02/01/2003                     42.71
 02458                               SINGLE FAMILY                   $416,679.89                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600466477                          11/05/2002                       $3,255.21                      $392,000.00
 MA                                 12/01/2002                       02/01/2003                     40.21
 02181                               SINGLE FAMILY                   $387,849.55                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/21/2002
 600466700                          12/01/2002                       $2,979.10                      $358,750.00
 MN                                                                  02/01/2003                     28.7
 55408                               SINGLE FAMILY                   $352,038.35                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600466724                          10/22/2002                       $3,577.95                      $424,000.00
 NY                                 12/01/2002                       01/01/2003                     80
                                     SINGLE FAMILY
 10589                                                               $419,604.24                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600466728                          11/20/2002                       $8,168.53                      $968,000.00
 OH                                 01/01/2003                       02/01/2003                     64.53
 45305                               SINGLE FAMILY                   $671,326.30                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 600466798                          12/01/2002                       $3,147.59                      $373,000.00
 PA                                                                  03/01/2003                     43.27
 19087                               SINGLE FAMILY                   $369,132.96                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600467196                          11/08/2002                       $2,929.91                      $350,000.00
 IL                                 01/01/2003                       02/01/2003                     63.64
                                     SINGLE FAMILY
 60137                                                               $347,561.31                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600467731                          10/16/2002                       $356.53                        $42,250.00
 NC                                 12/01/2002                       01/01/2003                     65
 27284                               PUD                             $41,811.97                     6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    10/01/2002
 600467843                          12/01/2002                       $4,669.93                      $549,000.00
 AZ                                                                  02/01/2003                     65.36
 85750                               SINGLE FAMILY                   $542,372.85                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600467861                          12/02/2002                       $3,197.08                      $385,000.00
 MA                                 02/01/2003                       02/01/2003                     40.1
                                     SINGLE FAMILY
 02420                                                               $383,647.71                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600468259                          11/14/2002                       $3,641.47                      $435,000.00
 CT                                 01/01/2003                       01/01/2003                     52.22
 06877                               SINGLE FAMILY                   $431,969.04                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/15/2002
 600468445                          12/01/2002                       $4,027.49                      $485,000.00
 CA                                                                  01/01/2003                     64.67
 90274                               SINGLE FAMILY                   $479,864.88                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600468584                          10/08/2002                       $1,012.63                      $120,000.00
 FL                                 12/01/2002                       02/01/2003                     21.24
                                     PUD
 33486                                                               $118,755.91                    6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600469122                          10/21/2002                       $5,230.70                      $635,000.00
 IL                                 12/01/2002                       02/01/2003                     34.79
 60035                               SINGLE FAMILY                   $628,205.84                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600469437                          11/21/2002                       $3,889.46                      $464,625.00
 CA                                 01/01/2003                       01/01/2003                     61.95
 90275                               SINGLE FAMILY                   $460,271.65                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/20/2002
 600469898                          01/01/2003                       $3,736.85                      $450,000.00
 IL                                                                  03/01/2003                     79.23
 60089                               SINGLE FAMILY                   $446,831.23                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600470007                          11/14/2002                       $3,230.30                      $389,000.00
 IL                                 01/01/2003                       01/01/2003                     52.93
                                     SINGLE FAMILY
 60062                                                               $386,260.77                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600470316                          10/31/2002                       $3,695.32                      $445,000.00
 IL                                 12/01/2002                       01/01/2003                     64.96
 60201                               SINGLE FAMILY                   $440,288.41                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/21/2002
 600470694                          12/01/2002                       $4,301.53                      $518,000.00
 PA                                                                  01/01/2003                     63.56
 18901                               SINGLE FAMILY                   $512,515.47                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600470842                          10/25/2002                       $3,429.59                      $413,000.00
 NJ                                 12/01/2002                       01/01/2003                     59
                                     SINGLE FAMILY
 07869                                                               $408,627.22                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600470854                          11/05/2002                       $2,929.91                      $350,000.00
 MA                                 01/01/2003                       01/01/2003                     49.79
 01940                               SINGLE FAMILY                   $347,561.31                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 600470884                          12/01/2002                       $2,906.44                      $350,000.00
 PA                                                                  01/01/2003                     49.65
 18940                               SINGLE FAMILY                   $346,294.22                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600471518                          10/16/2002                       $3,637.20                      $438,000.00
 IN                                 12/01/2002                       02/01/2003                     43.8
                                     PUD
 46038                                                               $430,950.99                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600471945                          11/01/2002                       $7,349.40                      $864,000.00
 MI                                 12/01/2002                       02/01/2003                     79.63
 48236                               SINGLE FAMILY                   $849,821.99                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/11/2002
 600471993                          12/01/2002                       $3,570.76                      $430,000.00
 UT                                                                  01/01/2003                     74.78
 84054                               SINGLE FAMILY                   $425,447.23                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600472211                          11/06/2002                       $2,887.18                      $350,500.00
 IL                                 01/01/2003                       02/01/2003                     53.92
                                     SINGLE FAMILY
 60618                                                               $343,763.17                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600472779                          08/27/2002                       $4,321.18                      $508,000.00
 CA                                 10/01/2002                       01/01/2003                     53.47
 94563                               SINGLE FAMILY                   $499,270.04                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600472780                          09/03/2002                       $2,869.11                      $340,000.00
 CA                                 10/01/2002                       01/01/2003                     62.96
 90405                               SINGLE FAMILY                   $334,095.70                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/28/2002
 600472782                          10/01/2002                       $3,229.91                      $376,700.00
 CO                                                                  01/01/2003                     27.9
 80503                               PUD                             $369,181.41                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600472783                          09/03/2002                       $3,000.98                      $350,000.00
 NJ                                 11/01/2002                       01/01/2003                     58.82
                                     SINGLE FAMILY
 08540                                                               $345,250.80                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600472784                          09/03/2002                       $4,287.12                      $500,000.00
 MA                                 11/01/2002                       01/01/2003                     69.44
 02052                               SINGLE FAMILY                   $493,215.41                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/05/2002
 600472785                          11/01/2002                       $3,810.80                      $448,000.00
 GA                                                                  02/01/2003                     68.09
 30328                               SINGLE FAMILY                   $426,960.95                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600472816                          09/11/2002                       $3,474.05                      $415,000.00
 CA                                 11/01/2002                       02/01/2003                     61.48
                                     SINGLE FAMILY
 94110                                                               $408,425.72                    5.875
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600472834                          11/25/2002                       $5,605.27                      $675,000.00
 PA                                 01/01/2003                       02/01/2003                     42.19
 19073                               SINGLE FAMILY                   $670,246.85                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/19/2002
 600472897                          01/01/2003                       $4,143.74                      $495,000.00
 MA                                                                  01/01/2003                     61.49
 02052                               SINGLE FAMILY                   $491,550.98                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600472950                          10/18/2002                       $4,411.62                      $527,000.00
 CO                                 12/01/2002                       01/01/2003                     38.05
                                     SINGLE FAMILY
 80220                                                               $516,429.43                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600473029                          11/18/2002                       $3,736.85                      $450,000.00
 NJ                                 01/01/2003                       01/01/2003                     64.29
 07946                               SINGLE FAMILY                   $446,831.23                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    10/11/2002
 600473041                          12/01/2002                       $2,337.48                      $277,000.00
 SC                                                                  02/01/2003                     72.89
 29450                               SINGLE FAMILY                   $274,128.25                    6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600473154                          10/10/2002                       $4,083.24                      $495,700.00
 GA                                 12/01/2002                       02/01/2003                     56.65
                                     SINGLE FAMILY
 30152                                                               $487,894.83                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600473219                          10/29/2002                       $3,696.72                      $441,600.00
 AZ                                 12/01/2002                       01/01/2003                     56.62
 85750                               PUD                             $434,762.55                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600473580                          10/22/2002                       $2,914.74                      $351,000.00
 IN                                 12/01/2002                       01/01/2003                     73.43
 46033                               SINGLE FAMILY                   $347,283.66                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/04/2002
 600473654                          12/01/2002                       $3,282.61                      $395,300.00
 NC                                                                  02/01/2003                     65.34
 27613                               SINGLE FAMILY                   $390,066.76                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600473825                          11/14/2002                       $5,441.27                      $650,000.00
 NH                                 01/01/2003                       02/01/2003                     32.5
                                     SINGLE FAMILY
 03257                                                               $645,470.98                    5.875
 SECOND HOME                        REFINANCE                        STANDARD                       N

 600473866                          11/25/2002                       $4,127.97                      $497,100.00
 PA                                 01/01/2003                       01/01/2003                     55.77
 18938                               PUD                             $492,594.78                    5.75
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/11/2002
 600474079                          02/01/2003                       $3,321.64                      $400,000.00
 MA                                                                  01/01/2003                     43.72
 02025                               SINGLE FAMILY                   $398,595.03                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600474119                          12/03/2002                       $2,810.04                      $333,000.00
 NJ                                 02/01/2003                       02/01/2003                     44.4
                                     SINGLE FAMILY
 07417                                                               $331,854.96                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600474330                          10/25/2002                       $4,260.01                      $513,000.00
 NJ                                 12/01/2002                       02/01/2003                     76.57
 08816                               SINGLE FAMILY                   $507,217.57                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/29/2002
 600474332                          01/01/2003                       $5,605.27                      $675,000.00
 NJ                                                                  02/01/2003                     56.25
 07417                               SINGLE FAMILY                   $669,003.24                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600474438                          10/31/2002                       $3,321.64                      $400,000.00
 MA                                 12/01/2002                       01/01/2003                     53.84
                                     SINGLE FAMILY
 01778                                                               $395,764.85                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600474620                          10/24/2002                       $3,736.85                      $450,000.00
 CO                                 12/01/2002                       01/01/2003                     75
 80524                               PUD                             $445,235.45                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/02/2002
 600474687                          11/01/2002                       $4,126.90                      $501,000.00
 KS                                                                  01/01/2003                     71.57
 66218                               SINGLE FAMILY                   $492,831.29                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600475595                          09/27/2002                       $3,250.12                      $388,250.00
 MD                                 11/01/2002                       02/01/2003                     51.77
                                     SINGLE FAMILY
 21601                                                               $382,307.83                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600475740                          11/21/2002                       $3,114.04                      $375,000.00
 IL                                 01/01/2003                       01/01/2003                     66.02
 60068                               SINGLE FAMILY                   $369,421.06                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600475875                          10/22/2002                       $3,628.59                      $430,000.00
 MA                                 12/01/2002                       01/01/2003                     43
 02421                               SINGLE FAMILY                   $425,542.02                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/21/2002
 600475922                          12/01/2002                       $3,653.81                      $440,000.00
 MA                                                                  02/01/2003                     49.44
 01778                               SINGLE FAMILY                   $435,039.88                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600475923                          10/18/2002                       $3,263.52                      $393,000.00
 MA                                 12/01/2002                       02/01/2003                     70.81
                                     SINGLE FAMILY
 02465                                                               $388,838.94                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600476082                          10/08/2002                       $4,085.30                      $495,950.00
 CO                                 12/01/2002                       02/01/2003                     59.4
 80477                               SINGLE FAMILY                   $490,643.60                    5.625
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    11/25/2002
 600476227                          01/01/2003                       $3,006.08                      $362,000.00
 CA                                                                  02/01/2003                     71.68
 94607                               CONDOMINIUM                     $359,262.62                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600476666                          11/22/2002                       $3,371.46                      $406,000.00
 MA                                 01/01/2003                       01/01/2003                     73.15
                                     SINGLE FAMILY
 01845                                                               $403,057.20                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600476672                          10/31/2002                       $4,736.46                      $575,000.00
 OH                                 12/01/2002                       02/01/2003                     73.72
 45226                               SINGLE FAMILY                   $568,847.80                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/24/2002
 600476697                          12/01/2002                       $2,977.19                      $350,000.00
 CA                                                                  01/01/2003                     75.27
 91941                               SINGLE FAMILY                   $346,156.98                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600476945                          10/23/2002                       $3,404.68                      $410,000.00
 MA                                 12/01/2002                       02/01/2003                     48.52
                                     SINGLE FAMILY
 01845                                                               $389,495.40                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600476971                          09/25/2002                       $5,130.65                      $608,000.00
 WA                                 11/01/2002                       01/01/2003                     41.79
 98040                               SINGLE FAMILY                   $599,574.47                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 600477040                          12/01/2002                       $3,633.36                      $331,000.00
 MA                                                                  01/01/2003                     47.29
 01581                               SINGLE FAMILY                   $324,828.56                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600477295                          10/24/2002                       $5,302.35                      $485,800.00
 IN                                 12/01/2002                       01/01/2003                     51.14
                                     PUD
 46033                                                               $476,681.91                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600477318                          10/31/2002                       $3,097.43                      $373,000.00
 NJ                                 12/01/2002                       01/01/2003                     43.37
 08540                               SINGLE FAMILY                   $368,045.92                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600477478                          11/12/2002                       $3,392.23                      $408,500.00
 FL                                 01/01/2003                       03/01/2003                     32.63
 33139                               SINGLE FAMILY                   $401,108.48                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/31/2002
 600477681                          12/01/2002                       $5,314.72                      $645,200.00
 MD                                                                  01/01/2003                     47.09
 21030                               SINGLE FAMILY                   $638,296.71                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600477700                          10/25/2002                       $4,982.46                      $600,000.00
 NJ                                 12/01/2002                       02/01/2003                     66.67
                                     SINGLE FAMILY
 08055                                                               $593,647.28                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600477723                          10/28/2002                       $3,255.21                      $392,000.00
 NJ                                 12/01/2002                       01/01/2003                     70
 07869                               SINGLE FAMILY                   $387,849.55                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/15/2002
 600477733                          12/01/2002                       $2,957.20                      $359,000.00
 NJ                                                                  01/01/2003                     49.52
 07043                               SINGLE FAMILY                   $355,158.89                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600478416                          10/04/2002                       $4,185.59                      $500,000.00
 GA                                 12/01/2002                       03/01/2003                     69.93
                                     SINGLE FAMILY
 30052                                                               $494,761.42                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600478564                          10/29/2002                       $2,718.31                      $330,000.00
 VA                                 12/01/2002                       02/01/2003                     66.53
 22311                               PUD                             $326,469.20                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/04/2002
 600478565                          12/01/2002                       $3,177.96                      $385,800.00
 AZ                                                                  01/01/2003                     52.63
 85718                               SINGLE FAMILY                   $378,966.24                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600478573                          10/30/2002                       $4,816.38                      $580,000.00
 CO                                 12/01/2002                       01/01/2003                     64.44
                                     PUD
 80128                                                               $573,859.04                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600478792                          11/08/2002                       $5,107.02                      $615,000.00
 MI                                 01/01/2003                       02/01/2003                     55.91
 48306                               SINGLE FAMILY                   $610,669.36                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/05/2002
 600478793                          12/01/2002                       $4,050.51                      $480,000.00
 AZ                                                                  02/01/2003                     80
 85718                               SINGLE FAMILY                   $475,023.67                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600478821                          10/25/2002                       $3,819.89                      $460,000.00
 PA                                 12/01/2002                       02/01/2003                     67.15
                                     SINGLE FAMILY
 19087                                                               $455,129.57                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600478910                          10/29/2002                       $3,155.56                      $380,000.00
 MA                                 12/01/2002                       01/01/2003                     66.09
 02332                               SINGLE FAMILY                   $375,976.60                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600479607                          11/05/2002                       $3,212.55                      $390,000.00
 NJ                                 01/01/2003                       01/01/2003                     64.46
 07009                               SINGLE FAMILY                   $387,146.52                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/28/2002
 600480156                          12/01/2002                       $4,523.79                      $540,400.00
 VA                                                                  01/01/2003                     70
 22182                               SINGLE FAMILY                   $534,738.12                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600480893                          11/14/2002                       $2,956.26                      $356,000.00
 IA                                 01/01/2003                       01/01/2003                     67.81
                                     SINGLE FAMILY
 52807                                                               $353,493.15                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600481394                          10/25/2002                       $2,947.96                      $355,000.00
 PA                                 12/01/2002                       02/01/2003                     71
 19311                               SINGLE FAMILY                   $351,098.10                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/25/2002
 600481606                          01/01/2003                       $3,976.32                      $475,000.00
 MA                                                                  02/01/2003                     51.08
 01930                               SINGLE FAMILY                   $471,690.32                    5.875
 SECOND HOME                        REFINANCE                        STANDARD                       N

 600481912                          11/01/2002                       $3,542.05                      $430,000.00
 CA                                 01/01/2003                       02/01/2003                     46.49
                                     SINGLE FAMILY
 92629                                                               $426,940.00                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600481942                          12/02/2002                       $5,106.42                      $610,000.00
 CA                                 02/01/2003                       01/01/2003                     46.21
 94118                               SINGLE FAMILY                   $607,880.04                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/01/2002
 600482171                          01/01/2003                       $1,162.57                      $140,000.00
 NJ                                                                  02/01/2003                     58.33
 07062                               SINGLE FAMILY                   $138,611.20                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600482192                          11/15/2002                       $5,441.28                      $650,000.00
 PA                                 01/01/2003                       01/01/2003                     24.53
                                     SINGLE FAMILY
 19085                                                               $642,899.71                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600482382                          10/10/2002                       $3,415.44                      $408,000.00
 NM                                 12/01/2002                       01/01/2003                     69.39
 87508                               PUD                             $403,725.32                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/04/2002
 600482474                          02/01/2003                       $3,624.42                      $440,000.00
 NC                                                                  01/01/2003                     74.59
 28630                               SINGLE FAMILY                   $438,438.08                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600482795                          11/21/2002                       $3,354.86                      $404,000.00
 WI                                 01/01/2003                       02/01/2003                     73.06
                                     SINGLE FAMILY
 53092                                                               $401,009.31                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600482838                          11/08/2002                       $3,114.04                      $375,000.00
 DE                                 01/01/2003                       01/01/2003                     62.5
 19707                               PUD                             $371,459.90                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600482963                          12/03/2002                       $3,238.60                      $390,000.00
 IL                                 02/01/2003                       01/01/2003                     72.22
 60010                               SINGLE FAMILY                   $388,630.15                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 600483534                          12/01/2002                       $5,273.11                      $635,000.00
 CA                                                                  02/01/2003                     71.43
 92653                               PUD                             $628,276.68                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600483850                          10/25/2002                       $3,969.36                      $478,000.00
 MA                                 12/01/2002                       02/01/2003                     53.11
                                     SINGLE FAMILY
 02458                                                               $472,939.00                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600483859                          12/05/2002                       $3,487.72                      $420,000.00
 MA                                 02/01/2003                       02/01/2003                     29.27
 01776                               SINGLE FAMILY                   $418,024.78                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/22/2002
 600483983                          12/01/2002                       $5,441.27                      $650,000.00
 MT                                                                  02/01/2003                     46.43
 59937                               SINGLE FAMILY                   $643,189.83                    5.875
 SECOND HOME                        REFINANCE                        STANDARD                       N

 600484133                          11/21/2002                       $4,152.05                      $500,000.00
 MA                                 01/01/2003                       02/01/2003                     51.28
                                     SINGLE FAMILY
 02981                                                               $496,019.95                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600484172                          11/14/2002                       $2,864.91                      $345,000.00
 IL                                 01/01/2003                       01/01/2003                     75
 60067                               SINGLE FAMILY                   $342,570.63                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/19/2002
 600484709                          01/01/2003                       $2,906.44                      $350,000.00
 WI                                                                  01/01/2003                     68.63
 53118                               SINGLE FAMILY                   $346,934.31                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600484972                          10/24/2002                       $3,624.42                      $440,000.00
 IN                                 12/01/2002                       02/01/2003                     59.86
                                     SINGLE FAMILY
 46236                                                               $434,463.37                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600484983                          10/29/2002                       $2,906.44                      $350,000.00
 IL                                 12/01/2002                       02/01/2003                     77.78
 60625                               SINGLE FAMILY                   $346,294.22                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/16/2002
 600485048                          12/01/2002                       $2,856.61                      $344,000.00
 VA                                                                  02/01/2003                     66.54
 20112                               SINGLE FAMILY                   $340,357.77                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600485229                          11/15/2002                       $3,382.73                      $414,000.00
 MD                                 01/01/2003                       02/01/2003                     69
                                     SINGLE FAMILY
 20817                                                               $410,821.82                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600485393                          11/21/2002                       $3,404.68                      $410,000.00
 MD                                 01/01/2003                       01/01/2003                     42.27
 20815                               SINGLE FAMILY                   $406,728.79                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600485412                          10/17/2002                       $5,441.27                      $650,000.00
 TX                                 12/01/2002                       02/01/2003                     71.43
 75214                               SINGLE FAMILY                   $643,189.83                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 600485546                          12/01/2002                       $3,164.31                      $378,000.00
 NJ                                                                  01/01/2003                     72
 08525                               SINGLE FAMILY                   $374,039.61                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600485609                          12/03/2002                       $5,354.26                      $650,000.00
 CA                                 02/01/2003                       01/01/2003                     54.17
                                     SINGLE FAMILY
 94596                                                               $647,692.62                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600485781                          10/23/2002                       $3,677.89                      $442,900.00
 DC                                 12/01/2002                       01/01/2003                     49.21
 20016                               SINGLE FAMILY                   $438,210.63                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/27/2002
 600485950                          01/01/2003                       $2,767.74                      $336,000.00
 IL                                                                  01/01/2003                     73.52
 60103                               SINGLE FAMILY                   $333,608.93                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600486039                          11/06/2002                       $5,065.92                      $620,000.00
 CA                                 01/01/2003                       01/01/2003                     47.69
                                     SINGLE FAMILY
 92807                                                               $615,541.30                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600486086                          10/07/2002                       $3,055.48                      $365,000.00
 IL                                 12/01/2002                       01/01/2003                     78.49
 60561                               SINGLE FAMILY                   $361,175.84                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/01/2002
 600486110                          01/01/2003                       $3,088.99                      $375,000.00
 NJ                                                                  01/01/2003                     68.81
 07632                               SINGLE FAMILY                   $372,331.40                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600486297                          11/01/2002                       $4,036.29                      $490,000.00
 NJ                                 01/01/2003                       01/01/2003                     57.31
                                     SINGLE FAMILY
 07901                                                               $486,513.02                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600486298                          10/10/2002                       $3,348.47                      $400,000.00
 MA                                 12/01/2002                       01/01/2003                     48.48
 01778                               SINGLE FAMILY                   $395,534.37                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/21/2002
 600486377                          01/01/2003                       $3,886.32                      $468,000.00
 WI                                                                  02/01/2003                     49.68
 53217                               SINGLE FAMILY                   $464,704.48                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600486475                          10/25/2002                       $3,375.43                      $400,000.00
 NH                                 12/01/2002                       02/01/2003                     77.22
                                     SINGLE FAMILY
 03862                                                               $395,853.04                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600486682                          11/21/2002                       $3,657.37                      $444,000.00
 PA                                 01/01/2003                       02/01/2003                     57.29
 19072                               SINGLE FAMILY                   $440,493.74                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600486768                          10/15/2002                       $3,294.93                      $400,000.00
 PA                                 12/01/2002                       02/01/2003                     52.63
 19004                               SINGLE FAMILY                   $395,720.21                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/21/2002
 600486801                          01/01/2003                       $3,348.47                      $400,000.00
 IL                                                                  02/01/2003                     78.43
 60201                               SINGLE FAMILY                   $397,212.92                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600486911                          10/28/2002                       $3,121.26                      $382,000.00
 LA                                 12/01/2002                       01/01/2003                     72.08
                                     SINGLE FAMILY
 70447                                                               $377,869.84                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600487038                          10/28/2002                       $2,862.95                      $342,000.00
 MA                                 12/01/2002                       02/01/2003                     45
 01867                               SINGLE FAMILY                   $338,416.79                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/22/2002
 600487072                          01/01/2003                       $3,597.76                      $433,250.00
 NC                                                                  02/01/2003                     67.17
 27513                               SINGLE FAMILY                   $430,199.17                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600487123                          12/13/2002                       $4,365.78                      $530,000.00
 MA                                 02/01/2003                       01/01/2003                     67.52
                                     SINGLE FAMILY
 01810                                                               $528,118.60                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600487133                          12/06/2002                       $3,846.83                      $467,000.00
 IA                                 02/01/2003                       02/01/2003                     64.86
 52767                               SINGLE FAMILY                   $465,342.23                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/05/2002
 600487136                          01/01/2003                       $5,397.67                      $650,000.00
 MA                                                                  02/01/2003                     36.11
 02030                               SINGLE FAMILY                   $645,422.88                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600487264                          10/25/2002                       $3,176.32                      $382,500.00
 FL                                 12/01/2002                       01/01/2003                     61.2
                                     SINGLE FAMILY
 33180                                                               $377,814.02                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 600487391                          11/01/2002                       $2,978.27                      $364,500.00
 CT                                 12/01/2002                       03/01/2003                     56.08
 06612                               SINGLE FAMILY                   $359,908.82                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/17/2002
 600487532                          02/01/2003                       $6,186.56                      $745,000.00
 MA                                                                  02/01/2003                     41.39
 02030                               SINGLE FAMILY                   $742,383.23                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600487651                          12/03/2002                       $2,929.91                      $350,000.00
 MA                                 01/01/2003                       02/01/2003                     60.03
                                     SINGLE FAMILY
 01778                                                               $347,561.31                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600487823                          12/10/2002                       $3,676.87                      $450,000.00
 MA                                 02/01/2003                       01/01/2003                     48.44
 01545                               SINGLE FAMILY                   $448,385.63                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600487853                          10/25/2002                       $3,291.04                      $390,000.00
 MA                                 12/01/2002                       02/01/2003                     73.58
 02459                               SINGLE FAMILY                   $385,151.96                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/04/2002
 600488096                          01/01/2003                       $3,676.88                      $450,000.00
 NC                                                                  02/01/2003                     75
 28646                               PUD                             $446,763.84                    5.5
 SECOND HOME                        PURCHASE                         STANDARD                       N

 600488157                          12/03/2002                       $4,185.27                      $504,000.00
 NJ                                 01/01/2003                       01/01/2003                     33.6
                                     SINGLE FAMILY
 07046                                                               $496,263.77                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600488193                          10/30/2002                       $3,869.89                      $469,800.00
 MA                                 01/01/2003                       01/01/2003                     26.1
 02481                               SINGLE FAMILY                   $466,456.78                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/01/2002
 600488364                          12/01/2002                       $4,525.73                      $545,000.00
 IL                                                                  02/01/2003                     68.99
 60142                               SINGLE FAMILY                   $508,219.01                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600488384                          12/04/2002                       $7,561.86                      $918,000.00
 MA                                 01/01/2003                       02/01/2003                     15.3
                                     SINGLE FAMILY
 02445                                                               $911,467.26                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600488452                          11/18/2002                       $3,366.38                      $412,000.00
 MD                                 01/01/2003                       02/01/2003                     58.03
 20854                               SINGLE FAMILY                   $409,037.13                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/17/2002
 600488516                          12/01/2002                       $3,955.39                      $472,500.00
 SC                                                                  01/01/2003                     82.17
 29732                               SINGLE FAMILY                   $467,549.51                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600488543                          11/12/2002                       $3,155.94                      $377,000.00
 IN                                 01/01/2003                       02/01/2003                     58.72
                                     SINGLE FAMILY
 46074                                                               $374,373.16                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600488804                          10/30/2002                       $2,916.99                      $357,000.00
 IL                                 12/01/2002                       01/01/2003                     42.5
 60622                               SINGLE FAMILY                   $353,140.14                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/10/2002
 600488807                          02/01/2003                       $2,740.35                      $330,000.00
 MA                                                                  01/01/2003                     55.93
 02021                               SINGLE FAMILY                   $328,840.90                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600488844                          10/31/2002                       $4,217.33                      $507,860.00
 MN                                 01/01/2003                       02/01/2003                     46.17
                                     SINGLE FAMILY
 55331                                                               $504,283.79                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600488866                          12/17/2002                       $3,848.46                      $471,000.00
 PA                                 02/01/2003                       02/01/2003                     49.58
 18938                               SINGLE FAMILY                   $469,310.29                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600488868                          11/06/2002                       $2,923.04                      $352,000.00
 CA                                 01/01/2003                       01/01/2003                     37.05
 90266                               SINGLE FAMILY                   $349,343.52                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/26/2002
 600488943                          01/01/2003                       $3,456.26                      $423,000.00
 MA                                                                  01/01/2003                     52.88
 02459                               SINGLE FAMILY                   $419,958.02                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600489646                          11/15/2002                       $3,706.79                      $450,000.00
 MD                                 01/01/2003                       01/01/2003                     56.96
                                     SINGLE FAMILY
 20854                                                               $446,797.69                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600489662                          12/16/2002                       $2,873.22                      $346,000.00
 MA                                 02/01/2003                       02/01/2003                     48.73
 01760                               SINGLE FAMILY                   $344,657.92                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/15/2002
 600489729                          01/01/2003                       $3,418.49                      $415,000.00
 MA                                                                  01/01/2003                     50.36
 02043                               SINGLE FAMILY                   $412,046.74                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600489778                          10/15/2002                       $3,789.17                      $460,000.00
 MD                                 12/01/2002                       01/01/2003                     59.35
                                     PUD
 21140                                                               $455,078.25                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600489934                          11/18/2002                       $3,660.54                      $448,000.00
 IN                                 01/01/2003                       02/01/2003                     57.81
 46158                               SINGLE FAMILY                   $444,778.22                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/18/2002
 600490127                          01/01/2003                       $3,595.17                      $440,000.00
 VA                                                                  01/01/2003                     80
 20152                               PUD                             $436,835.76                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600490149                          11/26/2002                       $3,676.88                      $450,000.00
 PA                                 01/01/2003                       02/01/2003                     59.21
                                     SINGLE FAMILY
 18940                                                               $446,763.84                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600490172                          11/14/2002                       $2,859.79                      $350,000.00
 MD                                 01/01/2003                       02/01/2003                     67.31
 20736                               SINGLE FAMILY                   $346,914.10                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/03/2002
 600490504                          01/01/2003                       $3,348.47                      $400,000.00
 NH                                                                  02/01/2003                     59.08
 03801                               SINGLE FAMILY                   $397,137.60                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600490803                          10/31/2002                       $4,118.66                      $500,000.00
 NC                                 12/01/2002                       02/01/2003                     48.54
                                     SINGLE FAMILY
 28211                                                               $494,650.27                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600490816                          11/19/2002                       $5,156.56                      $626,000.00
 MA                                 01/01/2003                       02/01/2003                     69.56
 02532                               SINGLE FAMILY                   $621,045.22                    5.625
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600490857                          10/31/2002                       $4,691.82                      $565,000.00
 NJ                                 12/01/2002                       01/01/2003                     68.9
 08540                               SINGLE FAMILY                   $559,017.84                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/09/2002
 600490865                          02/01/2003                       $6,079.10                      $744,000.00
 IL                                                                  02/01/2003                     53.14
 60201                               SINGLE FAMILY                   $739,410.00                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600490866                          11/07/2002                       $3,554.31                      $435,000.00
 IL                                 01/01/2003                       01/01/2003                     58
                                     SINGLE FAMILY
 60010                                                               $431,871.73                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600490977                          12/03/2002                       $3,189.78                      $378,000.00
 VA                                 02/01/2003                       01/01/2003                     47.25
 23139                               SINGLE FAMILY                   $376,700.22                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/10/2002
 600491162                          02/01/2003                       $4,276.61                      $515,000.00
 IL                                                                  01/01/2003                     64.38
 60558                               SINGLE FAMILY                   $513,191.10                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600491227                          11/18/2002                       $4,044.52                      $491,000.00
 PA                                 01/01/2003                       02/01/2003                     85.39
                                     SINGLE FAMILY
 19460                                                               $487,505.91                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600491369                          10/22/2002                       $3,387.75                      $418,000.00
 NJ                                 12/01/2002                       01/01/2003                     66.88
 08034                               SINGLE FAMILY                   $413,433.23                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    01/06/2003
 600491572                          03/01/2003                       $3,181.06                      $380,000.00
 MA                                                                  02/01/2003                     66.67
 02481                               SINGLE FAMILY                   $380,000.00                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600491784                          10/31/2002                       $2,762.49                      $330,000.00
 NJ                                 12/01/2002                       01/01/2003                     52.8
                                     SINGLE FAMILY
 08203                                                               $326,542.54                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600491823                          11/22/2002                       $2,994.26                      $363,500.00
 MA                                 01/01/2003                       02/01/2003                     45.44
 02364                               SINGLE FAMILY                   $360,143.81                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/08/2002
 600491848                          01/01/2003                       $4,330.54                      $530,000.00
 DE                                                                  02/01/2003                     53
 19807                               SINGLE FAMILY                   $526,188.54                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600491896                          11/18/2002                       $3,055.48                      $365,000.00
 RI                                 01/01/2003                       02/01/2003                     54.07
                                     SINGLE FAMILY
 02818                                                               $362,456.79                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600491963                          11/15/2002                       $6,878.16                      $835,000.00
 MA                                 01/01/2003                       02/01/2003                     53.87
 01890                               SINGLE FAMILY                   $828,710.07                    5.625
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600492205                          12/19/2002                       $5,086.24                      $466,000.00
 MA                                 02/01/2003                       02/01/2003                     40.52
 02655                               SINGLE FAMILY                   $463,098.14                    5.625
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    11/06/2002
 600492304                          01/01/2003                       $2,891.30                      $351,000.00
 IN                                                                  02/01/2003                     52.39
 46256                               SINGLE FAMILY                   $345,131.33                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600492512                          12/04/2002                       $4,988.29                      $610,500.00
 WI                                 02/01/2003                       01/01/2003                     50.88
                                     SINGLE FAMILY
 53066                                                               $608,309.84                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600492531                          11/20/2002                       $5,314.62                      $640,000.00
 MA                                 01/01/2003                       02/01/2003                     44.76
 02445                               SINGLE FAMILY                   $635,493.33                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/03/2002
 600492710                          01/01/2003                       $4,886.16                      $598,000.00
 IL                                                                  01/01/2003                     54.36
 60062                               SINGLE FAMILY                   $593,699.51                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600492974                          11/20/2002                       $2,825.40                      $343,000.00
 CT                                 01/01/2003                       02/01/2003                     63.28
                                     SINGLE FAMILY
 06032                                                               $340,559.12                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600493046                          12/17/2002                       $4,077.47                      $495,000.00
 MA                                 02/01/2003                       01/01/2003                     24.75
 02652                               SINGLE FAMILY                   $493,242.84                    5.625
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    12/03/2002
 600493086                          02/01/2003                       $4,118.66                      $500,000.00
 WI                                                                  02/01/2003                     59.52
 53045                               SINGLE FAMILY                   $498,225.09                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600493558                          10/25/2002                       $3,399.07                      $416,000.00
 AL                                 12/01/2002                       01/01/2003                     47.98
                                     SINGLE FAMILY
 36532                                                               $411,502.24                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600493618                          10/31/2002                       $3,537.97                      $433,000.00
 GA                                 12/01/2002                       01/01/2003                     72.17
 30126                               PUD                             $428,318.44                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/06/2002
 600493636                          02/01/2003                       $3,057.99                      $368,250.00
 IL                                                                  01/01/2003                     64.83
 60451                               SINGLE FAMILY                   $366,956.54                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600493696                          11/07/2002                       $739.06                        $89,000.00
 FL                                 01/01/2003                       02/01/2003                     40.83
                                     SINGLE FAMILY
 33955                                                               $88,373.30                     5.75
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600493923                          10/17/2002                       $2,929.91                      $350,000.00
 MD                                 12/01/2002                       02/01/2003                     70
 30639                               SINGLE FAMILY                   $343,972.10                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600493957                          11/11/2002                       $3,699.22                      $337,000.00
 CA                                 01/01/2003                       02/01/2003                     46.87
 90275                               SINGLE FAMILY                   $332,820.95                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/11/2002
 600494142                          02/01/2003                       $3,348.47                      $400,000.00
 CT                                                                  02/01/2003                     59.7
 06880                               CONDOMINIUM                     $398,609.86                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600494447                          10/07/2002                       $4,575.67                      $560,000.00
 PA                                 12/01/2002                       02/01/2003                     48.7
                                     SINGLE FAMILY
 19041                                                               $553,945.33                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600495178                          11/18/2002                       $3,900.97                      $466,000.00
 MA                                 01/01/2003                       02/01/2003                     66.19
 01741                               SINGLE FAMILY                   $462,753.05                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/08/2002
 600495994                          01/01/2003                       $4,678.80                      $568,000.00
 FL                                                                  02/01/2003                     80
 34239                               SINGLE FAMILY                   $563,957.95                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600496012                          11/08/2002                       $3,502.01                      $415,000.00
 MA                                 01/01/2003                       02/01/2003                     49.52
                                     SINGLE FAMILY
 02492                                                               $412,138.84                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600496972                          11/07/2002                       $1,328.66                      $160,000.00
 DE                                 01/01/2003                       02/01/2003                     57.76
 19711                               SINGLE FAMILY                   $158,796.99                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    11/05/2002
 600497119                          01/01/2003                       $2,948.96                      $358,000.00
 NJ                                                                  01/01/2003                     62.81
 07930                               SINGLE FAMILY                   $355,452.38                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600497176                          11/08/2002                       $5,173.40                      $618,000.00
 MI                                 01/01/2003                       01/01/2003                     76.3
                                     SINGLE FAMILY
 48098                                                               $613,693.93                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600497849                          10/25/2002                       $3,453.26                      $415,850.00
 AZ                                 12/01/2002                       01/01/2003                     39.6
 85737                               PUD                             $411,447.03                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/11/2002
 600497893                          02/01/2003                       $2,974.19                      $364,000.00
 PA                                                                  02/01/2003                     46.25
 19073                               PUD                             $362,694.14                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600498913                          11/27/2002                       $2,934.66                      $345,000.00
 MA                                 01/01/2003                       01/01/2003                     33.01
                                     SINGLE FAMILY
 01776                                                               $342,646.57                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600500197                          11/11/2002                       $2,745.75                      $328,000.00
 AL                                 01/01/2003                       01/01/2003                     77
 36303                               SINGLE FAMILY                   $325,714.58                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600500811                          11/18/2002                       $4,085.42                      $500,000.00
 SC                                 01/01/2003                       02/01/2003                     80
 29646                               PUD                             $496,404.28                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/25/2002
 600500991                          02/01/2003                       $3,641.47                      $435,000.00
 NJ                                                                  02/01/2003                     74.36
 07751                               SINGLE FAMILY                   $433,488.22                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600501165                          11/15/2002                       $3,979.20                      $487,000.00
 FL                                 01/01/2003                       02/01/2003                     62.84
                                     PUD
 32712                                                               $483,497.76                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600501581                          12/20/2002                       $3,676.88                      $450,000.00
 MA                                 02/01/2003                       02/01/2003                     32.61
 01845                               SINGLE FAMILY                   $448,215.87                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/19/2002
 600502027                          01/01/2003                       $3,994.27                      $481,000.00
 VA                                                                  02/01/2003                     61.67
 22901                               SINGLE FAMILY                   $477,612.95                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600502234                          11/19/2002                       $3,497.12                      $428,000.00
 CO                                 01/01/2003                       02/01/2003                     35.67
                                     SINGLE FAMILY
 80210                                                               $424,922.06                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600502755                          12/06/2002                       $3,186.63                      $390,000.00
 MD                                 02/01/2003                       01/01/2003                     60.82
 21218                               SINGLE FAMILY                   $388,600.87                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/04/2002
 600502918                          02/01/2003                       $3,367.42                      $408,800.00
 IL                                                                  02/01/2003                     80
 60010                               SINGLE FAMILY                   $407,348.83                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600502947                          12/03/2002                       $5,339.49                      $492,000.00
 DE                                 01/01/2003                       01/01/2003                     51.79
                                     SINGLE FAMILY
 19807                                                               $485,816.88                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600503019                          12/06/2002                       $3,918.87                      $471,920.00
 PA                                 02/01/2003                       01/01/2003                     80
 19146                               SINGLE FAMILY                   $470,262.41                    5.75
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/25/2002
 600503176                          01/01/2003                       $4,777.64                      $580,000.00
 IL                                                                  02/01/2003                     71.17
 60659                               SINGLE FAMILY                   $575,872.57                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600503298                          12/09/2002                       $3,676.88                      $450,000.00
 IL                                 02/01/2003                       01/01/2003                     69.23
                                     SINGLE FAMILY
 60523                                                               $448,385.62                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600503445                          11/25/2002                       $4,481.10                      $544,000.00
 IN                                 01/01/2003                       01/01/2003                     75.03
 46038                               PUD                             $540,128.75                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600503456                          12/23/2002                       $2,917.68                      $360,000.00
 SC                                 02/01/2003                       01/01/2003                     87.17
 29072                               SINGLE FAMILY                   $358,694.82                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/25/2002
 600503529                          01/01/2003                       $3,047.35                      $376,000.00
 NJ                                                                  01/01/2003                     50.81
 08502                               SINGLE FAMILY                   $373,126.49                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600503537                          11/27/2002                       $3,566.05                      $440,000.00
 NJ                                 01/01/2003                       01/01/2003                     51.76
                                     SINGLE FAMILY
 07481                                                               $436,802.42                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600503753                          12/09/2002                       $3,857.45                      $472,100.00
 NJ                                 02/01/2003                       01/01/2003                     47.21
 07059                               SINGLE FAMILY                   $470,406.34                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/22/2002
 600503904                          01/01/2003                       $3,800.52                      $454,000.00
 MA                                                                  01/01/2003                     61.35
 02459                               SINGLE FAMILY                   $450,836.65                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600503938                          12/17/2002                       $5,311.05                      $650,000.00
 NC                                 02/01/2003                       01/01/2003                     73.12
                                     SINGLE FAMILY
 27607                                                               $647,668.12                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504151                          11/25/2002                       $3,280.12                      $395,000.00
 FL                                 01/01/2003                       02/01/2003                     62.2
 33487                               CONDOMINIUM                     $392,218.53                    5.75
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    11/13/2002
 600504283                          01/01/2003                       $3,294.93                      $400,000.00
 LA                                                                  02/01/2003                     66.12
 70508                               SINGLE FAMILY                   $397,153.48                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504308                          12/03/2002                       $3,905.66                      $478,000.00
 IN                                 01/01/2003                       02/01/2003                     47.8
                                     SINGLE FAMILY
 46077                                                               $474,562.48                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504375                          11/21/2002                       $3,767.03                      $450,000.00
 CA                                 01/01/2003                       01/01/2003                     54.22
 90266                               SINGLE FAMILY                   $446,864.53                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/20/2002
 600504399                          01/01/2003                       $3,160.89                      $386,850.00
 CO                                                                  01/01/2003                     52.63
 80016                               SINGLE FAMILY                   $384,067.98                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504440                          12/10/2002                       $3,595.17                      $440,000.00
 MA                                 02/01/2003                       02/01/2003                     73.7
                                     CONDOMINIUM
 01886                                                               $438,421.50                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504507                          11/22/2002                       $5,440.43                      $649,900.00
 SC                                 01/01/2003                       02/01/2003                     70.03
 29356                               PUD                             $645,371.68                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600504537                          11/21/2002                       $5,311.04                      $650,000.00
 NJ                                 01/01/2003                       01/01/2003                     34.21
 07078                               SINGLE FAMILY                   $645,325.57                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/03/2002
 600504750                          02/01/2003                       $2,664.77                      $323,500.00
 SC                                                                  01/01/2003                     78.14
 29501                               SINGLE FAMILY                   $322,351.64                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504755                          10/10/2002                       $3,861.41                      $465,000.00
 IL                                 02/01/2003                       02/01/2003                     79.22
                                     SINGLE FAMILY
 60187                                                               $463,343.59                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504759                          12/05/2002                       $3,023.10                      $367,000.00
 FL                                 01/01/2003                       01/01/2003                     59.19
 33326                               PUD                             $364,388.32                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/06/2002
 600504790                          02/01/2003                       $3,013.63                      $360,000.00
 SC                                                                  02/01/2003                     58.06
 29601                               SINGLE FAMILY                   $358,748.87                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504924                          11/26/2002                       $5,008.29                      $608,000.00
 SC                                 01/01/2003                       01/01/2003                     76
                                     PUD
 29926                                                               $605,841.71                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600504950                          11/08/2002                       $2,788.00                      $344,000.00
 VA                                 01/01/2003                       02/01/2003                     36.21
 22901                               PUD                             $341,500.08                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/09/2002
 600505009                          02/01/2003                       $4,044.56                      $495,000.00
 IL                                                                  01/01/2003                     72.79
 60025                               SINGLE FAMILY                   $488,051.20                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600505197                          12/19/2002                       $3,130.18                      $380,000.00
 IL                                 02/01/2003                       01/01/2003                     63.33
                                     SINGLE FAMILY
 60137                                                               $378,651.07                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600505295                          11/22/2002                       $2,804.35                      $335,000.00
 AZ                                 01/01/2003                       01/01/2003                     44.67
 85750                               SINGLE FAMILY                   $332,665.80                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/22/2002
 600505401                          01/01/2003                       $3,803.28                      $458,000.00
 MN                                                                  02/01/2003                     70.46
 55374                               SINGLE FAMILY                   $454,774.90                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600505896                          11/12/2002                       $4,311.16                      $515,000.00
 NH                                 01/01/2003                       01/01/2003                     74.64
                                     SINGLE FAMILY
 03079                                                               $510,909.17                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600506018                          11/21/2002                       $4,311.16                      $515,000.00
 NH                                 01/01/2003                       01/01/2003                     79.84
 03087                               SINGLE FAMILY                   $511,411.62                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600506329                          11/26/2002                       $3,182.54                      $389,500.00
 IN                                 01/01/2003                       02/01/2003                     70.82
 46060                               SINGLE FAMILY                   $386,225.99                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/11/2002
 600506554                          02/01/2003                       $5,165.15                      $622,000.00
 IL                                                                  02/01/2003                     31.1
 60044                               SINGLE FAMILY                   $619,815.27                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600506734                          11/20/2002                       $3,121.26                      $382,000.00
 IN                                 01/01/2003                       01/01/2003                     38.2
                                     SINGLE FAMILY
 46038                                                               $379,169.92                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600506795                          11/27/2002                       $5,353.43                      $649,900.00
 SC                                 01/01/2003                       01/01/2003                     78.78
 29650                               PUD                             $645,275.14                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/11/2002
 600507467                          02/01/2003                       $4,624.69                      $566,000.00
 NJ                                                                  02/01/2003                     43.54
 07675                               SINGLE FAMILY                   $563,969.48                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600507594                          12/05/2002                       $4,444.53                      $543,950.00
 CA                                 02/01/2003                       02/01/2003                     79.99
                                     PUD
 92673                                                               $537,554.04                    5.5
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600507770                          12/13/2002                       $5,271.88                      $640,000.00
 MD                                 02/01/2003                       02/01/2003                     64.97
 20814                               PUD                             $637,728.12                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/29/2002
 600507828                          01/01/2003                       $3,811.58                      $459,000.00
 NJ                                                                  02/01/2003                     54
 07039                               SINGLE FAMILY                   $455,767.87                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600507985                          11/21/2002                       $3,415.45                      $408,000.00
 MA                                 01/01/2003                       01/01/2003                     53.68
                                     SINGLE FAMILY
 01772                                                               $405,157.16                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600508230                          12/12/2002                       $3,268.33                      $400,000.00
 MA                                 02/01/2003                       02/01/2003                     80
 01778                               SINGLE FAMILY                   $398,565.00                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/26/2002
 600509123                          01/01/2003                       $3,736.85                      $450,000.00
 VA                                                                  01/01/2003                     77.59
 23451                               TOWNHOUSE                       $446,831.23                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600509347                          12/10/2002                       $2,792.45                      $339,000.00
 MD                                 02/01/2003                       02/01/2003                     40.17
                                     PUD
 20854                                                               $337,296.61                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600509354                          12/06/2002                       $5,397.67                      $650,000.00
 MA                                 02/01/2003                       01/01/2003                     29.68
 02090                               SINGLE FAMILY                   $647,716.91                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600509382                          11/29/2002                       $3,459.67                      $420,000.00
 MA                                 01/01/2003                       01/01/2003                     57.93
 01810                               SINGLE FAMILY                   $417,011.17                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/03/2002
 600509443                          02/01/2003                       $3,238.60                      $390,000.00
 IL                                                                  02/01/2003                     65
 60625                               SINGLE FAMILY                   $388,630.15                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600509491                          12/10/2002                       $3,775.41                      $451,000.00
 MA                                 02/01/2003                       01/01/2003                     54.01
                                     SINGLE FAMILY
 01748                                                               $436,368.97                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600509716                          12/04/2002                       $3,628.90                      $437,000.00
 MA                                 01/01/2003                       02/01/2003                     29.13
 01742                               SINGLE FAMILY                   $427,126.48                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/04/2002
 600509913                          02/01/2003                       $3,953.91                      $480,000.00
 PA                                                                  02/01/2003                     63.16
 19147                               TOWNHOUSE                       $478,296.09                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600510097                          11/21/2002                       $5,140.09                      $624,000.00
 UT                                 01/01/2003                       02/01/2003                     74.29
                                     SINGLE FAMILY
 84010                                                               $618,487.11                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600510408                          11/21/2002                       $4,201.88                      $506,000.00
 AZ                                 01/01/2003                       02/01/2003                     54.7
 85718                               SINGLE FAMILY                   $501,913.16                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/02/2002
 600510655                          02/01/2003                       $3,944.45                      $475,000.00
 PA                                                                  01/01/2003                     33.93
 19085                               SINGLE FAMILY                   $473,331.59                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600510693                          11/12/2002                       $5,551.03                      $500,000.00
 NH                                 01/01/2003                       02/01/2003                     59.35
                                     SINGLE FAMILY
 03079                                                               $493,882.68                    6
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600510729                          12/20/2002                       $5,106.77                      $625,000.00
 IN                                 02/01/2003                       01/01/2003                     71.02
 46256                               SINGLE FAMILY                   $622,757.81                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/23/2002
 600511748                          02/01/2003                       $3,260.16                      $399,000.00
 IN                                                                  02/01/2003                     57.83
 46511                               SINGLE FAMILY                   $397,568.59                    5.5
 SECOND HOME                        REFINANCE                        STANDARD                       N

 600511878                          11/22/2002                       $3,791.27                      $464,000.00
 CA                                 01/01/2003                       02/01/2003                     80
                                     SINGLE FAMILY
 92677                                                               $459,409.71                    5.5
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600511941                          11/22/2002                       $3,075.86                      $364,500.00
 MA                                 01/01/2003                       01/01/2003                     40.5
 01810                               SINGLE FAMILY                   $361,987.01                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600512092                          11/27/2002                       $3,377.30                      $410,000.00
 NJ                                 01/01/2003                       02/01/2003                     68.33
 08053                               PUD                             $407,082.33                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/10/2002
 600512142                          02/01/2003                       $3,805.64                      $462,000.00
 AZ                                                                  02/01/2003                     70
 85718                               PUD                             $460,359.99                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600513491                          12/16/2002                       $3,764.45                      $457,000.00
 AZ                                 02/01/2003                       02/01/2003                     60.93
                                     SINGLE FAMILY
 85718                                                               $455,377.74                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600513527                          11/25/2002                       $4,005.62                      $478,500.00
 DE                                 01/01/2003                       02/01/2003                     69.85
 19803                               SINGLE FAMILY                   $475,165.93                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/02/2002
 600513558                          01/01/2003                       $2,941.50                      $360,000.00
 MD                                                                  01/01/2003                     39.13
 21131                               SINGLE FAMILY                   $358,708.50                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600514128                          11/27/2002                       $3,515.90                      $420,000.00
 PA                                 01/01/2003                       02/01/2003                     65.12
                                     SINGLE FAMILY
 19454                                                               $417,073.55                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600514194                          12/18/2002                       $4,777.64                      $580,000.00
 NJ                                 02/01/2003                       02/01/2003                     44.62
 08540                               SINGLE FAMILY                   $577,941.11                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/29/2002
 600514197                          01/01/2003                       $3,350.04                      $410,000.00
 MA                                                                  02/01/2003                     78.1
 02093                               SINGLE FAMILY                   $407,051.52                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600514409                          11/12/2002                       $3,268.33                      $400,000.00
 NJ                                 01/01/2003                       02/01/2003                     52.29
                                     SINGLE FAMILY
 07090                                                               $397,123.43                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600514907                          12/23/2002                       $3,268.33                      $400,000.00
 NJ                                 02/01/2003                       02/01/2003                     65.04
 07405                               SINGLE FAMILY                   $398,565.00                    5.5
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/20/2002
 600515149                          02/01/2003                       $4,257.00                      $521,000.00
 OH                                                                  01/01/2003                     74.43
 43081                               SINGLE FAMILY                   $519,130.92                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600515656                          10/29/2002                       $3,930.76                      $485,000.00
 CA                                 12/01/2002                       01/01/2003                     74.62
                                     SINGLE FAMILY
 92886                                                               $479,701.25                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600515816                          12/09/2002                       $2,869.07                      $345,500.00
 MA                                 02/01/2003                       01/01/2003                     54.41
 01742                               SINGLE FAMILY                   $344,286.45                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600515832                          11/15/2002                       $3,830.35                      $465,000.00
 IL                                 01/01/2003                       02/01/2003                     53.14
 60523                               PUD                             $461,690.94                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/21/2002
 600515875                          01/01/2003                       $4,493.96                      $550,000.00
 IL                                                                  01/01/2003                     58.51
 07090                               SINGLE FAMILY                   $546,044.70                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600515908                          11/27/2002                       $4,320.74                      $528,800.00
 IL                                 01/01/2003                       01/01/2003                     77.76
                                     PUD
 60523                                                               $524,997.16                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600516110                          12/05/2002                       $4,330.54                      $530,000.00
 NJ                                 02/01/2003                       02/01/2003                     69.74
 07641                               SINGLE FAMILY                   $528,098.63                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/17/2002
 600516813                          02/01/2003                       $3,031.33                      $368,000.00
 MA                                                                  01/01/2003                     60.83
 01945                               SINGLE FAMILY                   $366,693.67                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600517440                          12/09/2002                       $3,253.74                      $395,000.00
 PA                                 02/01/2003                       01/01/2003                     65.83
                                     SINGLE FAMILY
 19025                                                               $393,597.82                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600517454                          12/20/2002                       $3,953.91                      $480,000.00
 MA                                 02/01/2003                       02/01/2003                     28.24
 02481                               SINGLE FAMILY                   $478,296.09                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/26/2002
 600517632                          01/01/2003                       $3,137.60                      $384,000.00
 NJ                                                                  02/01/2003                     12.8
 07976                               SINGLE FAMILY                   $381,238.49                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600518042                          12/20/2002                       $3,402.01                      $413,000.00
 MD                                 02/01/2003                       01/01/2003                     76.48
                                     SINGLE FAMILY
 20878                                                               $411,533.93                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600518049                          01/08/2003                       $4,069.01                      $490,000.00
 MA                                 03/01/2003                       02/01/2003                     19.61
 02540                               SINGLE FAMILY                   $490,000.00                    5.75
                                    REFINANCE
 SECOND HOME                                                         STANDARD                       N
                                    12/20/2002
 600518307                          02/01/2003                       $3,294.93                      $400,000.00
 ME                                                                  02/01/2003                     57.14
 03909                               SINGLE FAMILY                   $398,483.10                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600518405                          12/20/2002                       $3,456.26                      $423,000.00
 PA                                 02/01/2003                       02/01/2003                     79.81
                                     SINGLE FAMILY
 19382                                                               $421,182.49                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600518638                          12/09/2002                       $4,359.65                      $525,000.00
 MA                                 02/01/2003                       01/01/2003                     26.25
 02559                               SINGLE FAMILY                   $523,155.98                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600518967                          12/06/2002                       $2,859.80                      $350,000.00
 PA                                 02/01/2003                       02/01/2003                     55.56
 19380                               PUD                             $348,744.37                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/09/2002
 600519058                          02/01/2003                       $4,575.67                      $560,000.00
 IL                                                                  02/01/2003                     67.88
 60126                               SINGLE FAMILY                   $555,276.56                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600519273                          11/27/2002                       $3,226.14                      $388,500.00
 KS                                 01/01/2003                       01/01/2003                     71.94
                                     PUD
 66220                                                               $385,764.30                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600520522                          11/21/2002                       $2,917.65                      $351,350.00
 NJ                                 01/01/2003                       02/01/2003                     54.05
 07722                               SINGLE FAMILY                   $348,875.89                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/10/2002
 600520742                          02/01/2003                       $3,561.94                      $425,500.00
 IL                                                                  01/01/2003                     51.89
 60010                               SINGLE FAMILY                   $424,021.24                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600521348                          12/20/2002                       $4,484.21                      $540,000.00
 NH                                 02/01/2003                       02/01/2003                     77.14
                                     SINGLE FAMILY
 03461                                                               $538,103.29                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600521991                          11/26/2002                       $7,042.04                      $861,850.00
 IN                                 01/01/2003                       01/01/2003                     67.6
 46032                               SINGLE FAMILY                   $854,540.70                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/04/2002
 600522065                          02/01/2003                       $5,268.03                      $650,000.00
 CA                                                                  01/01/2003                     64.81
 92657                               PUD                             $647,643.43                    5.375
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600522428                          12/24/2002                       $3,966.13                      $470,000.00
 VA                                 02/01/2003                       02/01/2003                     70.94
                                     SINGLE FAMILY
 22003                                                               $467,276.33                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600522532                          12/09/2002                       $2,800.69                      $340,000.00
 VA                                 02/01/2003                       02/01/2003                     56.67
 23113                               SINGLE FAMILY                   $338,793.06                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/18/2002
 600522672                          02/01/2003                       $3,472.61                      $425,000.00
 NC                                                                  02/01/2003                     53.46
 27712                               SINGLE FAMILY                   $423,475.11                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600522861                          11/22/2002                       $3,308.71                      $395,250.00
 AZ                                 01/01/2003                       01/01/2003                     59.08
                                     PUD
 85718                                                               $391,427.28                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600523215                          12/13/2002                       $5,354.26                      $650,000.00
 MA                                 02/01/2003                       02/01/2003                     33.33
 02468                               SINGLE FAMILY                   $647,692.62                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600523470                          12/23/2002                       $4,739.08                      $580,000.00
 FL                                 02/01/2003                       01/01/2003                     71.6
 33435                               SINGLE FAMILY                   $577,919.25                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/22/2002
 600524646                          01/01/2003                       $3,431.75                      $420,000.00
 MA                                                                  01/01/2003                     48
 02481                               SINGLE FAMILY                   $416,979.59                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600525494                          12/05/2002                       $4,747.25                      $581,000.00
 FL                                 01/01/2003                       02/01/2003                     50.52
                                     SINGLE FAMILY
 33629                                                               $576,759.28                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600525626                          12/13/2002                       $3,268.33                      $400,000.00
 MA                                 02/01/2003                       02/01/2003                     50
 01748                               SINGLE FAMILY                   $398,565.00                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/09/2002
 600525778                          02/01/2003                       $4,862.79                      $600,000.00
 NJ                                                                  02/01/2003                     80
 07470                               SINGLE FAMILY                   $597,798.02                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600525804                          12/20/2002                       $3,039.31                      $366,000.00
 DC                                 02/01/2003                       01/01/2003                     38.53
                                     SINGLE FAMILY
 20009                                                               $364,714.44                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600526155                          12/17/2002                       $4,009.79                      $479,000.00
 MA                                 02/01/2003                       01/01/2003                     31.93
 02655                               SINGLE FAMILY                   $477,335.31                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    12/06/2002
 600526178                          02/01/2003                       $5,176.33                      $628,400.00
 OH                                                                  02/01/2003                     52.37
 43054                               SINGLE FAMILY                   $626,169.30                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600526580                          12/20/2002                       $3,871.54                      $470,000.00
 MA                                 02/01/2003                       01/01/2003                     58.99
                                     SINGLE FAMILY
 01451                                                               $468,331.59                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600528609                          12/17/2002                       $4,201.03                      $510,000.00
 AZ                                 02/01/2003                       03/01/2003                     51
 85715                               PUD                             $508,189.60                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/23/2002
 600529096                          12/01/2002                       $4,077.09                      $483,150.00
 TN                                                                  01/01/2003                     76.09
 38018                               SINGLE FAMILY                   $477,638.52                    6
 SECOND HOME                        REFINANCE                        STANDARD                       N

 600529097                          10/23/2002                       $3,736.85                      $450,000.00
 CA                                 12/01/2002                       01/01/2003                     41.86
                                     PUD
 91302                                                               $444,971.04                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600529592                          12/06/2002                       $535.76                        $64,000.00
 FL                                 02/01/2003                       01/01/2003                     20.32
 34285                               SINGLE FAMILY                   $63,777.57                     5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600531197                          11/19/2002                       $3,797.36                      $450,000.00
 ME                                 01/01/2003                       02/01/2003                     75
 03909                               SINGLE FAMILY                   $446,897.54                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/09/2002
 600531575                          02/01/2003                       $5,304.84                      $644,000.00
 IL                                                                  02/01/2003                     53.67
 60646                               SINGLE FAMILY                   $641,713.91                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600532222                          12/16/2002                       $2,159.07                      $260,000.00
 FL                                 02/01/2003                       01/01/2003                     48.6
                                     SINGLE FAMILY
 34229                                                               $259,086.76                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600534733                          11/27/2002                       $3,114.68                      $369,100.00
 CO                                 01/01/2003                       02/01/2003                     41.01
 80918                               PUD                             $366,555.29                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/20/2002
 600535497                          02/01/2003                       $5,148.32                      $625,000.00
 IN                                                                  01/01/2003                     54.35
 46567                               SINGLE FAMILY                   $622,781.37                    5.625
 SECOND HOME                        REFINANCE                        STANDARD                       N

 600535756                          10/23/2002                       $4,050.51                      $480,000.00
 UT                                 12/01/2002                       01/01/2003                     80
                                     PUD
 84010                                                               $475,023.67                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600535758                          10/21/2002                       $2,710.59                      $323,800.00
 VA                                 12/01/2002                       02/01/2003                     62.27
 22182                               SINGLE FAMILY                   $320,407.48                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/09/2002
 600536369                          02/01/2003                       $2,947.96                      $355,000.00
 MA                                                                  01/01/2003                     58.2
 02045                               SINGLE FAMILY                   $353,753.08                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600536578                          01/16/2003                       $2,715.11                      $321,750.00
 MA                                 03/01/2003                       02/01/2003                     65
                                     SINGLE FAMILY
 01566                                                               $321,750.00                    6
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 600537014                          12/13/2002                       $3,294.93                      $400,000.00
 MA                                 02/01/2003                       01/01/2003                     52.29
 01772                               SINGLE FAMILY                   $398,580.07                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/24/2002
 600537341                          02/01/2003                       $2,931.35                      $353,000.00
 NJ                                                                  01/01/2003                     56.66
 08724                               SINGLE FAMILY                   $351,760.11                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600538325                          12/18/2002                       $3,294.93                      $400,000.00
 IN                                 02/01/2003                       02/01/2003                     80
                                     SINGLE FAMILY
 46567                                                               $398,580.07                    5.625
 SECOND HOME                        PURCHASE                         STANDARD                       N

 600539249                          12/18/2002                       $3,595.17                      $440,000.00
 NJ                                 02/01/2003                       02/01/2003                     44
 07670                               SINGLE FAMILY                   $438,421.50                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600540200                          11/12/2002                       $3,678.72                      $443,000.00
 CA                                 01/01/2003                       02/01/2003                     68.68
 94080                               PUD                             $439,252.68                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/05/2002
 600540201                          01/01/2003                       $3,269.79                      $390,600.00
 CA                                                                  02/01/2003                     34.57
 92677                               PUD                             $384,404.61                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600540202                          10/22/2002                       $2,883.62                      $339,000.00
 CA                                 12/01/2002                       02/01/2003                     39.65
                                     PUD
 91935                                                               $335,385.17                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600540203                          11/09/2002                       $4,803.93                      $578,500.00
 TX                                 01/01/2003                       02/01/2003                     47.22
 77024                               SINGLE FAMILY                   $574,426.36                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/23/2002
 600540206                          12/01/2002                       $2,652.80                      $330,000.00
 CA                                                                  02/01/2003                     44.3
 91307                               PUD                             $326,356.96                    5.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600541292                          11/08/2002                       $4,168.86                      $498,000.00
 CA                                 01/01/2003                       01/01/2003                     74.89
                                     PUD
 92131                                                               $494,530.06                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600541294                          11/12/2002                       $3,829.68                      $468,700.00
 CA                                 01/01/2003                       01/01/2003                     54.75
 94941                               SINGLE FAMILY                   $465,329.35                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    01/13/2003
 600546944                          03/01/2003                       $2,971.77                      $355,000.00
 MA                                                                  02/01/2003                     65.74
 02067                               SINGLE FAMILY                   $355,000.00                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600547660                          11/21/2002                       $3,588.31                      $428,650.00
 AZ                                 01/01/2003                       02/01/2003                     43.87
                                     PUD
 85718                                                               $425,663.29                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600547667                          11/15/2002                       $3,248.02                      $388,000.00
 AZ                                 01/01/2003                       02/01/2003                     80
 85207                               PUD                             $385,296.52                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/15/2002
 600547668                          01/01/2003                       $4,039.95                      $486,500.00
 AZ                                                                  01/01/2003                     69.5
 85255                               SINGLE FAMILY                   $483,074.21                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600548853                          11/21/2002                       $5,397.67                      $650,000.00
 OH                                 01/01/2003                       02/01/2003                     61.9
                                     SINGLE FAMILY
 43615                                                               $645,422.88                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600549149                          11/18/2002                       $5,053.88                      $608,600.00
 CA                                 01/01/2003                       02/01/2003                     70.77
 90274                               SINGLE FAMILY                   $604,314.42                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600549152                          11/21/2002                       $3,616.36                      $432,000.00
 CA                                 01/01/2003                       01/01/2003                     43.2
 94549                               SINGLE FAMILY                   $428,989.93                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/22/2002
 600549153                          01/01/2003                       $3,619.76                      $435,900.00
 GA                                                                  01/01/2003                     80
 30307                               SINGLE FAMILY                   $432,830.52                    5.75
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600549158                          11/08/2002                       $4,409.16                      $522,500.00
 CA                                 01/01/2003                       02/01/2003                     67.64
                                     SINGLE FAMILY
 95746                                                               $518,897.70                    6
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 600549165                          11/15/2002                       $3,122.28                      $370,000.00
 CA                                 01/01/2003                       02/01/2003                     49.33
 94025                               SINGLE FAMILY                   $367,449.08                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/22/2002
 600549168                          01/01/2003                       $2,972.87                      $358,000.00
 MN                                                                  01/01/2003                     77.83
 55108                               SINGLE FAMILY                   $355,479.07                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600549170                          11/11/2002                       $3,797.36                      $450,000.00
 CA                                 01/01/2003                       01/01/2003                     27.27
                                     SINGLE FAMILY
 94022                                                               $446,897.54                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600549171                          11/14/2002                       $5,197.32                      $615,900.00
 CA                                 01/01/2003                       01/01/2003                     36.77
 90402                               SINGLE FAMILY                   $611,653.77                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/13/2002
 600549172                          01/01/2003                       $3,687.62                      $455,000.00
 CA                                                                  01/01/2003                     47.4
 94549                               SINGLE FAMILY                   $451,508.21                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600549177                          11/14/2002                       $3,525.85                      $414,500.00
 IL                                 01/01/2003                       02/01/2003                     67.95
                                     SINGLE FAMILY
 60091                                                               $411,672.46                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600549808                          11/15/2002                       $4,483.61                      $535,600.00
 TX                                 01/01/2003                       02/01/2003                     79.35
 75182                               SINGLE FAMILY                   $531,868.09                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/15/2002
 600549820                          01/01/2003                       $3,803.28                      $458,000.00
 CA                                                                  01/01/2003                     67.85
 90275                               SINGLE FAMILY                   $454,774.89                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600549821                          11/29/2002                       $3,520.94                      $424,000.00
 CA                                 01/01/2003                       01/01/2003                     75.71
                                     SINGLE FAMILY
 95765                                                               $421,014.32                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 600549834                          11/15/2002                       $2,810.04                      $333,000.00
 CA                                 01/01/2003                       02/01/2003                     61.67
 90720                               SINGLE FAMILY                   $330,704.19                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 600551233                          11/13/2002                       $5,441.27                      $650,000.00
 CA                                 01/01/2003                       02/01/2003                     30.86
 90272                               SINGLE FAMILY                   $645,470.98                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/11/2002
 600551234                          01/01/2003                       $4,235.09                      $510,000.00
 CA                                                                  02/01/2003                     37.09
 90272                               SINGLE FAMILY                   $492,560.92                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 652958067                          03/19/2002                       $3,112.45                      $363,000.00
 CA                                 05/01/2002                       01/01/2003                     78.91
                                     SINGLE FAMILY
 92506                                                               $350,491.35                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653215337                          06/10/2002                       $3,061.00                      $357,000.00
 CA                                 08/01/2002                       01/01/2003                     73.61
 95123                               SINGLE FAMILY                   $348,249.95                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/15/2002
 653267012                          09/01/2002                       $3,858.41                      $450,000.00
 NJ                                                                  02/01/2003                     65.69
 07930                               SINGLE FAMILY                   $440,222.08                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653269684                          06/22/2002                       $4,978.09                      $576,000.00
 CA                                 08/01/2002                       01/01/2003                     59.08
                                     SINGLE FAMILY
 90275                                                               $562,252.18                    6.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653272756                          07/12/2002                       $3,096.28                      $364,000.00
 NY                                 09/01/2002                       01/01/2003                     80
 12065                               SINGLE FAMILY                   $356,474.37                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/11/2002
 653277525                          09/01/2002                       $4,151.05                      $488,000.00
 CA                                                                  02/01/2003                     69.71
 90025                               SINGLE FAMILY                   $477,910.57                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653301059                          07/26/2002                       $4,071.61                      $482,500.00
 CA                                 09/01/2002                       01/01/2003                     57.1
                                     SINGLE FAMILY
 92648                                                               $472,305.08                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 653322343                          07/08/2002                       $3,375.43                      $400,000.00
 CA                                 09/01/2002                       01/01/2003                     69.57
 92602                               PUD                             $388,837.91                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/10/2002
 653361358                          11/01/2002                       $3,189.78                      $378,000.00
 CA                                                                  01/01/2003                     41.54
 93012                               SINGLE FAMILY                   $372,761.76                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653370784                          07/10/2002                       $3,694.02                      $329,000.00
 CA                                 09/01/2002                       02/01/2003                     60.37
                                     SINGLE FAMILY
 91321                                                               $316,961.34                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653372450                          07/16/2002                       $3,558.31                      $415,000.00
 CA                                 09/01/2002                       04/01/2003                     59.29
 90803                               SINGLE FAMILY                   $406,299.91                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 653373864                          08/25/2002                       $3,472.37                      $414,800.00
 CA                                 10/01/2002                       01/01/2003                     45.33
 92064                               SINGLE FAMILY                   $407,521.17                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/18/2002
 653374332                          09/01/2002                       $3,219.62                      $378,500.00
 CA                                                                  02/01/2003                     67.59
 92831                               SINGLE FAMILY                   $369,329.14                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STATED INCOME                  N

 653374576                          07/18/2002                       $4,134.90                      $490,000.00
 CA                                 09/01/2002                       02/01/2003                     54.44
                                     SINGLE FAMILY
 92064                                                               $479,739.21                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653376720                          07/20/2002                       $3,429.70                      $400,000.00
 CA                                 09/01/2002                       01/01/2003                     61.54
 90210                               SINGLE FAMILY                   $391,815.87                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/20/2002
 653421882                          09/01/2002                       $4,282.05                      $503,400.00
 CA                                                                  02/01/2003                     57.2
 95120                               SINGLE FAMILY                   $491,850.56                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653460885                          07/26/2002                       $3,402.50                      $400,000.00
 NJ                                 09/01/2002                       01/01/2003                     78.43
                                     SINGLE FAMILY
 07076                                                               $391,730.10                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653505412                          08/12/2002                       $3,298.25                      $394,000.00
 CA                                 10/01/2002                       02/01/2003                     48.64
 91741                               SINGLE FAMILY                   $387,079.12                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/04/2002
 653528520                          10/01/2002                       $4,177.10                      $495,000.00
 CA                                                                  02/01/2003                     72.79
 90077                               CONDOMINIUM                     $486,403.97                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653534119                          10/09/2002                       $3,711.11                      $446,900.00
 MD                                 12/01/2002                       01/01/2003                     56.93
                                     SINGLE FAMILY
 20817                                                               $442,168.26                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653535555                          09/23/2002                       $2,883.07                      $350,000.00
 TX                                 11/01/2002                       02/01/2003                     63.64
 76092                               PUD                             $344,995.17                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/10/2002
 653536149                          10/01/2002                       $3,291.05                      $390,000.00
 CA                                                                  01/01/2003                     32.5
 92506                               SINGLE FAMILY                   $383,227.36                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653612370                          09/27/2002                       $4,043.29                      $483,000.00
 NJ                                 11/01/2002                       01/01/2003                     65.27
                                     PUD
 07675                                                               $476,236.12                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653666926                          08/19/2002                       $3,248.85                      $385,000.00
 CA                                 10/01/2002                       01/01/2003                     62.1
 94555                               SINGLE FAMILY                   $374,263.97                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 653708501                          09/21/2002                       $3,577.96                      $424,000.00
 MD                                 11/01/2002                       02/01/2003                     45.44
 20854                               SINGLE FAMILY                   $418,124.27                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/22/2002
 653710530                          10/01/2002                       $3,206.66                      $380,000.00
 WA                                                                  02/01/2003                     80
 98029                               SINGLE FAMILY                   $372,947.13                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653738222                          08/24/2002                       $2,755.20                      $326,500.00
 CA                                 10/01/2002                       01/01/2003                     66.23
                                     PUD
 92656                                                               $320,830.09                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653765576                          08/17/2002                       $2,855.22                      $333,000.00
 CA                                 10/01/2002                       02/01/2003                     60.55
 92131                               SINGLE FAMILY                   $327,337.09                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/10/2002
 653824676                          11/01/2002                       $2,770.49                      $325,700.00
 NE                                                                  01/01/2003                     75.31
 68116                               SINGLE FAMILY                   $316,627.90                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653854346                          08/21/2002                       $2,759.42                      $327,000.00
 CA                                 10/01/2002                       02/01/2003                     62.29
                                     SINGLE FAMILY
 90278                                                               $315,638.86                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653857868                          08/30/2002                       $4,337.43                      $514,000.00
 CA                                 11/01/2002                       01/01/2003                     79.87
 92591                               SINGLE FAMILY                   $506,549.50                    6
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/19/2002
 653858378                          11/01/2002                       $3,118.27                      $372,500.00
 CA                                                                  01/01/2003                     43.82
 94946                               SINGLE FAMILY                   $367,283.56                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653874847                          09/17/2002                       $2,953.50                      $350,000.00
 NY                                 11/01/2002                       01/01/2003                     38.46
                                     SINGLE FAMILY
 11976                                                               $345,149.77                    6
 SECOND HOME                        REFINANCE                        STANDARD                       N

 653928347                          08/19/2002                       $3,805.80                      $451,000.00
 CA                                 10/01/2002                       01/01/2003                     72.74
 90503                               SINGLE FAMILY                   $443,168.07                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/25/2002
 653979268                          11/01/2002                       $6,228.08                      $750,000.00
 CA                                                                  01/01/2003                     57.69
 90265                               SINGLE FAMILY                   $739,386.70                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 653993847                          10/27/2002                       $3,881.75                      $460,000.00
 MI                                 12/01/2002                       01/01/2003                     54.12
                                     SINGLE FAMILY
 49445                                                               $455,230.98                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 654015364                          11/06/2002                       $2,859.80                      $350,000.00
 CA                                 01/01/2003                       01/01/2003                     51.47
 91362                               PUD                             $346,980.69                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 654066859                          09/20/2002                       $2,978.82                      $353,000.00
 CA                                 11/01/2002                       01/01/2003                     29.42
 90212                               SINGLE FAMILY                   $346,528.96                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    08/24/2002
 654068119                          10/01/2002                       $4,355.20                      $512,000.00
 CA                                                                  01/01/2003                     64
 94523                               SINGLE FAMILY                   $503,201.30                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654086096                          09/08/2002                       $2,703.90                      $323,000.00
 CA                                 11/01/2002                       02/01/2003                     74.94
                                     SINGLE FAMILY
 92570                                                               $318,476.74                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654108449                          09/10/2002                       $3,079.27                      $362,000.00
 CA                                 11/01/2002                       01/01/2003                     79.56
 93021                               PUD                             $356,690.03                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/22/2002
 654122382                          11/01/2002                       $2,784.73                      $330,000.00
 CA                                                                  01/01/2003                     73.33
 90503                               CONDOMINIUM                     $325,426.92                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654127406                          09/14/2002                       $3,037.89                      $360,000.00
 CA                                 11/01/2002                       01/01/2003                     70.59
                                     SINGLE FAMILY
 90630                                                               $355,011.18                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654128571                          09/12/2002                       $4,725.60                      $560,000.00
 WA                                 11/01/2002                       01/01/2003                     80
 98110                               PUD                             $552,239.64                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/07/2002
 654128930                          11/01/2002                       $2,792.46                      $339,000.00
 CA                                                                  01/01/2003                     62.2
 91381                               SINGLE FAMILY                   $334,152.45                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654129663                          09/14/2002                       $3,348.48                      $400,000.00
 CA                                 11/01/2002                       01/01/2003                     57.14
                                     SINGLE FAMILY
 94549                                                               $394,398.45                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654129805                          09/10/2002                       $3,628.59                      $430,000.00
 CA                                 11/01/2002                       01/01/2003                     71.67
 90068                               SINGLE FAMILY                   $423,537.38                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/13/2002
 654132796                          11/01/2002                       $3,253.07                      $385,500.00
 CA                                                                  01/01/2003                     72.74
 90066                               SINGLE FAMILY                   $380,157.82                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654133078                          10/25/2002                       $2,929.92                      $350,000.00
 DC                                 12/01/2002                       01/01/2003                     57.9
                                     SINGLE FAMILY
 20011                                                               $346,332.97                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654133142                          09/09/2002                       $3,376.99                      $397,000.00
 CA                                 11/01/2002                       02/01/2003                     66.17
 92040                               SINGLE FAMILY                   $383,062.28                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 654133960                          10/14/2002                       $7,952.63                      $950,000.00
 CA                                 12/01/2002                       01/01/2003                     47.5
 92660                               PUD                             $940,046.66                    5.875
                                    PURCHASE
 PRIMARY RESIDENCE                                                   SELECT                         N
                                    10/28/2002
 654135177                          12/01/2002                       $4,384.57                      $528,000.00
 CA                                                                  01/01/2003                     70.4
 91202                               SINGLE FAMILY                   $522,409.58                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 654136969                          10/15/2002                       $2,883.07                      $350,000.00
 MN                                 12/01/2002                       02/01/2003                     62.06
                                     SINGLE FAMILY
 55343                                                               $346,255.17                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654143064                          09/25/2002                       $3,222.91                      $385,000.00
 CA                                 11/01/2002                       02/01/2003                     77
 92019                               SINGLE FAMILY                   $379,608.52                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/14/2002
 654144405                          12/01/2002                       $2,737.38                      $327,000.00
 CA                                                                  01/01/2003                     46.71
 90275                               SINGLE FAMILY                   $323,573.95                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654153468                          10/20/2002                       $4,949.25                      $596,000.00
 CA                                 12/01/2002                       01/01/2003                     59.6
                                     SINGLE FAMILY
 91103                                                               $589,689.60                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654154795                          09/22/2002                       $5,399.42                      $645,000.00
 CA                                 11/01/2002                       01/01/2003                     51.6
 92653                               PUD                             $635,967.51                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/02/2002
 654155018                          12/01/2002                       $3,348.48                      $400,000.00
 CA                                                                  02/01/2003                     80
 90077                               SINGLE FAMILY                   $395,809.11                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654155850                          09/23/2002                       $2,799.33                      $334,400.00
 CA                                 11/01/2002                       02/01/2003                     61.36
                                     SINGLE FAMILY
 90265                                                               $329,717.10                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 654155989                          09/24/2002                       $3,047.12                      $364,000.00
 NV                                 11/01/2002                       01/01/2003                     76.63
 89124                               SINGLE FAMILY                   $358,902.57                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    09/20/2002
 654156709                          11/01/2002                       $3,088.97                      $369,000.00
 CA                                                                  01/01/2003                     67.71
 91302                               SINGLE FAMILY                   $363,832.56                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654158460                          09/28/2002                       $3,616.36                      $432,000.00
 CA                                 12/01/2002                       02/01/2003                     80
                                     PUD
 92869                                                               $427,473.83                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654159229                          10/04/2002                       $2,846.21                      $340,000.00
 MD                                 12/01/2002                       02/01/2003                     63.55
 20816                               SINGLE FAMILY                   $333,423.02                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   EXPRESS                        N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 654161499                          09/21/2002                       $3,097.34                      $370,000.00
 CA                                 11/01/2002                       01/01/2003                     68.52
 92870                               PUD                             $363,806.29                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/14/2002
 654171450                          12/01/2002                       $3,113.84                      $369,000.00
 CA                                                                  02/01/2003                     36
 90803                               SINGLE FAMILY                   $359,124.27                    6
 PRIMARY RESIDENCE                  REFINANCE                        EXPRESS                        N

 654171551                          11/04/2002                       $3,898.62                      $462,000.00
 AZ                                 01/01/2003                       01/01/2003                     75.49
                                     PUD
 85255                                                               $458,814.82                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 654172073                          10/04/2002                       $3,856.43                      $457,000.00
 CA                                 12/01/2002                       01/01/2003                     46.87
 95120                               SINGLE FAMILY                   $451,972.81                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/17/2002
 654174315                          12/01/2002                       $3,206.66                      $380,000.00
 CA                                                                  02/01/2003                     46.34
 90004                               SINGLE FAMILY                   $376,060.39                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654176539                          11/14/2002                       $2,767.74                      $336,000.00
 MI                                 01/01/2003                       01/01/2003                     58.43
                                     SINGLE FAMILY
 48360                                                               $333,608.93                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654179815                          11/05/2002                       $2,998.39                      $364,000.00
 CA                                 01/01/2003                       01/01/2003                     45.22
 94949                               SINGLE FAMILY                   $361,409.66                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/05/2002
 654180425                          02/01/2003                       $2,796.11                      $345,000.00
 CA                                                                  02/01/2003                     76.67
 95762                               SINGLE FAMILY                   $343,749.20                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654183632                          10/14/2002                       $3,587.00                      $439,000.00
 CA                                 12/01/2002                       01/01/2003                     29.27
                                     SINGLE FAMILY
 95472                                                               $433,421.87                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654190303                          10/16/2002                       $4,003.34                      $486,000.00
 CA                                 12/01/2002                       01/01/2003                     72
 92679                               PUD                             $480,436.75                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/16/2002
 654190476                          12/01/2002                       $3,264.77                      $390,000.00
 CA                                                                  01/01/2003                     55.71
 92131                               SINGLE FAMILY                   $385,913.87                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654194004                          11/14/2002                       $4,673.72                      $572,000.00
 FL                                 01/01/2003                       01/01/2003                     70.18
                                     CONDOMINIUM
 33921                                                               $567,558.72                    5.5
 SECOND HOME                        REFINANCE                        STANDARD                       N

 654194267                          10/24/2002                       $3,599.61                      $430,000.00
 CA                                 12/01/2002                       01/01/2003                     32.33
 90274                               SINGLE FAMILY                   $424,528.48                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 654195194                          10/18/2002                       $2,850.12                      $346,000.00
 CA                                 12/01/2002                       01/01/2003                     71.34
 95123                               SINGLE FAMILY                   $342,297.97                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/27/2002
 654196082                          12/01/2002                       $4,101.15                      $486,000.00
 CA                                                                  01/01/2003                     55.23
 92694                               PUD                             $480,961.44                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654196121                          11/08/2002                       $3,696.72                      $441,600.00
 WI                                 01/01/2003                       02/01/2003                     80
                                     SINGLE FAMILY
 53092                                                               $438,523.05                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654198596                          10/26/2002                       $3,497.12                      $428,000.00
 FL                                 12/01/2002                       01/01/2003                     65.85
 33434                               PUD                             $423,372.50                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/24/2002
 654199699                          12/01/2002                       $3,184.63                      $383,500.00
 CA                                                                  02/01/2003                     71.02
 92653                               SINGLE FAMILY                   $379,439.52                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654202661                          10/24/2002                       $3,023.10                      $367,000.00
 FL                                 12/01/2002                       01/01/2003                     61.68
                                     SINGLE FAMILY
 34957                                                               $363,073.29                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654202798                          11/16/2002                       $2,998.73                      $370,000.00
 CA                                 01/01/2003                       02/01/2003                     69.81
 92807                               PUD                             $367,311.11                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/25/2002
 654203065                          12/01/2002                       $3,090.65                      $375,200.00
 CA                                                                  01/01/2003                     46.04
 94404                               SINGLE FAMILY                   $371,166.71                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654203837                          11/27/2002                       $2,767.74                      $336,000.00
 NJ                                 01/01/2003                       01/01/2003                     48.7
                                     SINGLE FAMILY
 07920                                                               $333,608.93                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654205189                          10/25/2002                       $3,599.61                      $430,000.00
 CA                                 12/01/2002                       01/01/2003                     71.07
 92679                               PUD                             $425,494.81                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/19/2002
 654206031                          12/01/2002                       $3,668.71                      $449,000.00
 CA                                                                  01/01/2003                     44.9
 93022                               SINGLE FAMILY                   $444,145.44                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654206170                          10/24/2002                       $3,677.97                      $446,500.00
 CO                                 12/01/2002                       01/01/2003                     55.81
                                     SINGLE FAMILY
 80111                                                               $438,749.11                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 654206586                          10/21/2002                       $2,883.07                      $350,000.00
 CA                                 12/01/2002                       02/01/2003                     58.33
 90630                               PUD                             $346,255.17                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 654207388                          10/17/2002                       $3,586.40                      $425,000.00
 CA                                 12/01/2002                       02/01/2003                     78.7
 95747                               PUD                             $420,593.84                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/23/2002
 654209876                          12/01/2002                       $2,988.52                      $357,000.00
 CA                                                                  01/01/2003                     59.5
 91745                               SINGLE FAMILY                   $353,175.09                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654211006                          11/12/2002                       $5,270.19                      $645,000.00
 CA                                 01/01/2003                       01/01/2003                     57.08
                                     PUD
 90272                                                               $640,361.51                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654212178                          11/15/2002                       $3,624.42                      $440,000.00
 PA                                 01/01/2003                       01/01/2003                     73.95
 19382                               PUD                             $436,567.43                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/13/2002
 654213174                          02/01/2003                       $3,595.17                      $440,000.00
 CA                                                                  01/01/2003                     47.57
 95120                               SINGLE FAMILY                   $438,421.50                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654213940                          11/13/2002                       $5,148.33                      $625,000.00
 CA                                 01/01/2003                       01/01/2003                     69.44
                                     2-4 FAMILY
 90403                                                               $620,552.32                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654214699                          11/17/2002                       $2,755.39                      $334,500.00
 CA                                 01/01/2003                       01/01/2003                     59.73
 92604                               PUD                             $332,119.59                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    11/04/2002
 654216209                          01/01/2003                       $2,865.75                      $345,100.00
 CA                                                                  01/01/2003                     67.01
 92673                               PUD                             $342,669.90                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 654216278                          11/04/2002                       $3,271.82                      $394,000.00
 CA                                 01/01/2003                       01/01/2003                     49.25
                                     PUD
 92653                                                               $391,225.57                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654216461                          11/09/2002                       $2,795.98                      $334,000.00
 VA                                 01/01/2003                       01/01/2003                     66.4
 22181                               PUD                             $331,672.78                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/09/2002
 654222284                          02/01/2003                       $2,891.06                      $342,600.00
 CA                                                                  01/01/2003                     67.18
 94585                               SINGLE FAMILY                   $341,421.94                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 654226031                          11/09/2002                       $3,897.18                      $359,100.00
 CA                                 01/01/2003                       01/01/2003                     72.55
                                     PUD
 92610                                                               $354,587.07                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654227008                          12/02/2002                       $7,190.34                      $880,000.00
 CA                                 02/01/2003                       02/01/2003                     64.94
 91302                               PUD                             $876,533.33                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 654227212                          12/12/2002                       $3,253.75                      $395,000.00
 CA                                 02/01/2003                       01/01/2003                     68.1
 92708                               SINGLE FAMILY                   $393,597.81                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/20/2002
 654229953                          01/01/2003                       $3,967.23                      $489,500.00
 CA                                                                  02/01/2003                     40.79
 92653                               PUD                             $485,942.69                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654233667                          11/15/2002                       $4,449.02                      $544,500.00
 CA                                 01/01/2003                       01/01/2003                     58.86
                                     SINGLE FAMILY
 91436                                                               $534,958.59                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654234089                          11/30/2002                       $2,747.48                      $339,000.00
 CA                                 02/01/2003                       01/01/2003                     23.79
 94022                               SINGLE FAMILY                   $337,770.96                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/18/2002
 654234663                          01/01/2003                       $4,687.87                      $560,000.00
 CA                                                                  01/01/2003                     54.63
 92861                               SINGLE FAMILY                   $556,098.07                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654234917                          11/22/2002                       $2,949.68                      $361,000.00
 PA                                 01/01/2003                       02/01/2003                     60.17
                                     SINGLE FAMILY
 19046                                                               $357,401.58                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654235383                          12/09/2002                       $4,365.87                      $400,000.00
 NC                                 02/01/2003                       02/01/2003                     52.63
 27104                               PUD                             $397,509.13                    5.625
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/21/2002
 654236867                          01/01/2003                       $4,018.17                      $480,000.00
 CA                                                                  01/01/2003                     27.43
 90402                               SINGLE FAMILY                   $470,644.38                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654238333                          11/11/2002                       $3,327.88                      $404,000.00
 CA                                 01/01/2003                       01/01/2003                     77.69
                                     PUD
 92320                                                               $401,125.02                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654239864                          11/18/2002                       $2,941.99                      $363,000.00
 CA                                 01/01/2003                       01/01/2003                     68.49
 94531                               SINGLE FAMILY                   $360,362.00                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/05/2002
 654240743                          02/01/2003                       $3,375.43                      $400,000.00
 CA                                                                  02/01/2003                     72.46
 90064                               SINGLE FAMILY                   $398,624.57                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654242043                          11/17/2002                       $2,941.51                      $360,000.00
 CA                                 01/01/2003                       02/01/2003                     60
                                     SINGLE FAMILY
 90278                                                               $357,411.06                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654243669                          11/20/2002                       $3,921.39                      $461,000.00
 CA                                 01/01/2003                       02/01/2003                     30.73
 91105                               SINGLE FAMILY                   $457,855.25                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 654246204                          11/21/2002                       $3,778.37                      $455,000.00
 CA                                 01/01/2003                       01/01/2003                     70
 92679                               PUD                             $451,796.02                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/19/2002
 654246345                          01/01/2003                       $3,771.66                      $461,600.00
 CA                                                                  01/01/2003                     68.39
 90505                               SINGLE FAMILY                   $458,280.43                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654247933                          12/07/2002                       $2,982.36                      $365,000.00
 CA                                 02/01/2003                       01/01/2003                     58.87
                                     SINGLE FAMILY
 91941                                                               $363,690.56                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654248395                          11/20/2002                       $3,145.78                      $385,000.00
 CA                                 01/01/2003                       01/01/2003                     43.75
 92653                               PUD                             $382,231.27                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    01/07/2003
 654248467                          03/01/2003                       $3,256.40                      $389,000.00
 CA                                                                  02/01/2003                     73.4
 90043                               SINGLE FAMILY                   $389,000.00                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654248556                          11/21/2002                       $3,554.16                      $428,000.00
 CA                                 01/01/2003                       02/01/2003                     80
                                     PUD
 92688                                                               $424,986.14                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654249445                          12/07/2002                       $5,843.46                      $721,000.00
 CA                                 02/01/2003                       01/01/2003                     67.07
 90405                               SINGLE FAMILY                   $718,386.02                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/05/2002
 654251194                          02/01/2003                       $3,006.02                      $370,900.00
 CA                                                                  02/01/2003                     64.5
 92626                               SINGLE FAMILY                   $369,555.30                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654251808                          11/21/2002                       $2,836.63                      $350,000.00
 CA                                 01/01/2003                       01/01/2003                     77.26
                                     PUD
 92630                                                               $347,292.37                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654254096                          12/10/2002                       $1,632.39                      $195,000.00
 CA                                 02/01/2003                       01/01/2003                     65
 92027                               SINGLE FAMILY                   $194,322.30                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STATED INCOME                  N
                                    11/20/2002
 654254778                          01/01/2003                       $3,139.20                      $375,000.00
 CA                                                                  02/01/2003                     79.79
 91789                               SINGLE FAMILY                   $372,305.81                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654255014                          12/05/2002                       $3,513.46                      $430,000.00
 CA                                 02/01/2003                       01/01/2003                     57.33
                                     SINGLE FAMILY
 95337                                                               $428,457.37                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654255460                          11/21/2002                       $3,752.46                      $463,000.00
 CA                                 01/01/2003                       02/01/2003                     28.94
 90272                               SINGLE FAMILY                   $459,635.25                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 654256563                          12/19/2002                       $4,003.71                      $490,000.00
 CA                                 02/01/2003                       01/01/2003                     70
 90245                               SINGLE FAMILY                   $488,242.12                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/06/2002
 654257673                          02/01/2003                       $2,788.01                      $344,000.00
 CA                                                                  01/01/2003                     80
 91789                               SINGLE FAMILY                   $342,752.82                    5.375
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654262965                          01/04/2003                       $3,881.75                      $460,000.00
 CA                                 03/01/2003                       02/01/2003                     67.65
                                     SINGLE FAMILY
 91030                                                               $460,000.00                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654263213                          12/05/2002                       $3,145.78                      $385,000.00
 CA                                 02/01/2003                       02/01/2003                     78.57
 92057                               SINGLE FAMILY                   $383,618.80                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/07/2002
 654263314                          02/01/2003                       $2,604.57                      $324,000.00
 CA                                                                  01/01/2003                     68.94
 95125                               CONDOMINIUM                     $318,803.61                    5.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 654268387                          12/16/2002                       $2,948.96                      $358,000.00
 CA                                 02/01/2003                       01/01/2003                     53.04
                                     SINGLE FAMILY
 92648                                                               $356,729.17                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685168802                          05/15/2002                       $3,429.70                      $400,000.00
 NV                                 07/01/2002                       03/01/2003                     38.83
 89117                               SINGLE FAMILY                   $381,467.79                    6.25
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    06/22/2002
 685177445                          08/01/2002                       $2,938.29                      $351,000.00
 CA                                                                  01/01/2003                     51.62
 94517                               SINGLE FAMILY                   $342,334.58                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685179842                          06/24/2002                       $3,839.55                      $455,000.00
 WY                                 08/01/2002                       01/01/2003                     70.54
                                     PUD
 83001                                                               $436,260.00                    6
 SECOND HOME                        REFINANCE                        STANDARD                       N

 685187760                          07/20/2002                       $3,189.85                      $375,000.00
 CA                                 09/01/2002                       02/01/2003                     44.12
 94025                               SINGLE FAMILY                   $367,246.94                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    07/10/2002
 685189405                          09/01/2002                       $3,558.31                      $415,000.00
 CA                                                                  01/01/2003                     50.67
 92675                               SINGLE FAMILY                   $406,509.00                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685190421                          07/19/2002                       $3,394.00                      $399,000.00
 MI                                 09/01/2002                       01/01/2003                     66.5
                                     SINGLE FAMILY
 48176                                                               $390,319.10                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        SELECT                         N

 685194163                          08/22/2002                       $4,936.57                      $585,000.00
 MD                                 10/01/2002                       01/01/2003                     48.74
 21666                               SINGLE FAMILY                   $574,841.07                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 685194346                          11/10/2002                       $3,104.09                      $383,000.00
 CA                                 01/01/2003                       01/01/2003                     15.32
 94301                               SINGLE FAMILY                   $380,216.64                    5.375
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/03/2002
 685195586                          11/01/2002                       $5,441.28                      $650,000.00
 CA                                                                  01/01/2003                     41.94
 93103                               SINGLE FAMILY                   $640,897.47                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685199328                          08/13/2002                       $2,991.48                      $354,500.00
 CA                                 10/01/2002                       01/01/2003                     64.45
                                     SINGLE FAMILY
 91108                                                               $348,343.85                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 685200416                          08/19/2002                       $3,269.95                      $387,500.00
 CA                                 10/01/2002                       01/01/2003                     33.96
 94941                               SINGLE FAMILY                   $380,770.79                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    09/06/2002
 685200765                          11/01/2002                       $3,147.26                      $379,000.00
 CA                                                                  01/01/2003                     59.22
 94566                               SINGLE FAMILY                   $373,636.72                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685200787                          08/24/2002                       $3,459.82                      $410,000.00
 CA                                 10/01/2002                       01/01/2003                     79.61
                                     SINGLE FAMILY
 94517                                                               $402,880.06                    6
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 685200832                          09/18/2002                       $4,691.85                      $556,000.00
 TX                                 11/01/2002                       01/01/2003                     80
 78669                               SINGLE FAMILY                   $548,295.05                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    10/24/2002
 685203956                          12/01/2002                       $5,073.98                      $596,500.00
 NY                                                                  01/01/2003                     68.17
 10960                               SINGLE FAMILY                   $590,380.85                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685205765                          11/21/2002                       $2,869.89                      $348,400.00
 CA                                 01/01/2003                       02/01/2003                     57.11
                                     SINGLE FAMILY
 91367                                                               $345,920.68                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STREAMLINE                     N

 685206016                          10/07/2002                       $3,317.44                      $390,000.00
 MD                                 12/01/2002                       01/01/2003                     23.15
 20854                               SINGLE FAMILY                   $385,999.21                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/16/2002
 685206128                          11/01/2002                       $5,333.42                      $627,000.00
 DC                                                                  02/01/2003                     58.33
 20016                               SINGLE FAMILY                   $618,402.01                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685206591                          10/08/2002                       $5,205.83                      $612,000.00
 NY                                 12/01/2002                       01/01/2003                     37.09
                                     SINGLE FAMILY
 10504                                                               $605,721.82                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685207454                          09/21/2002                       $2,977.19                      $350,000.00
 WA                                 11/01/2002                       01/01/2003                     52.63
 98053                               PUD                             $345,131.35                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 685208421                          10/18/2002                       $3,742.51                      $443,500.00
 MA                                 12/01/2002                       02/01/2003                     15.16
 02482                               SINGLE FAMILY                   $436,634.54                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/18/2002
 685209266                          12/01/2002                       $2,823.40                      $340,000.00
 NJ                                                                  01/01/2003                     80
 07407                               SINGLE FAMILY                   $336,391.14                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685210117                          10/11/2002                       $3,096.96                      $367,000.00
 VA                                 12/01/2002                       02/01/2003                     54.78
                                     SINGLE FAMILY
 22102                                                               $363,195.14                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685210842                          09/21/2002                       $3,248.02                      $388,000.00
 CT                                 11/01/2002                       02/01/2003                     70.55
 06611                               SINGLE FAMILY                   $382,566.51                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/20/2002
 685211516                          11/01/2002                       $3,767.04                      $450,000.00
 NJ                                                                  02/01/2003                     60.4
 07834                               SINGLE FAMILY                   $440,949.20                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685211803                          11/04/2002                       $5,405.75                      $640,600.00
 NJ                                 01/01/2003                       01/01/2003                     53.38
                                     SINGLE FAMILY
 07931                                                               $636,183.49                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685212049                          09/22/2002                       $3,827.82                      $450,000.00
 CA                                 11/01/2002                       01/01/2003                     36
 94123                               SINGLE FAMILY                   $443,829.18                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/26/2002
 685212174                          12/01/2002                       $2,963.40                      $354,000.00
 MA                                                                  01/01/2003                     59
 01945                               SINGLE FAMILY                   $350,291.07                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685212704                          10/11/2002                       $4,631.66                      $544,500.00
 CA                                 12/01/2002                       01/01/2003                     68.92
                                     PUD
 90631                                                               $538,914.26                    6.125
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685214438                          09/24/2002                       $3,348.48                      $400,000.00
 CA                                 11/01/2002                       02/01/2003                     59.26
 94002                               SINGLE FAMILY                   $393,939.42                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    09/23/2002
 685215333                          11/01/2002                       $5,432.90                      $649,000.00
 CA                                                                  02/01/2003                     34.16
 91602                               SINGLE FAMILY                   $639,911.52                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685215787                          11/11/2002                       $3,562.46                      $429,000.00
 VA                                 01/01/2003                       01/01/2003                     68.31
                                     PUD
 22033                                                               $425,979.11                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685215810                          10/04/2002                       $2,988.52                      $357,000.00
 CA                                 12/01/2002                       01/01/2003                     27.46
 91105                               SINGLE FAMILY                   $353,259.62                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   EXPRESS                        N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 685215864                          11/04/2002                       $3,216.21                      $384,200.00
 MA                                 01/01/2003                       02/01/2003                     60.03
 02452                               SINGLE FAMILY                   $373,159.75                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    10/11/2002
 685216129                          12/01/2002                       $3,089.00                      $375,000.00
 CA                                                                  01/01/2003                     54.74
 94087                               SINGLE FAMILY                   $370,965.53                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685216292                          09/25/2002                       $3,375.43                      $400,000.00
 CO                                 11/01/2002                       01/01/2003                     60.61
                                     SINGLE FAMILY
 80439                                                               $393,423.93                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685216422                          10/25/2002                       $3,122.28                      $370,000.00
 PA                                 12/01/2002                       02/01/2003                     46.25
 19085                               SINGLE FAMILY                   $366,164.05                    6
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/17/2002
 685218846                          12/01/2002                       $3,817.27                      $456,000.00
 MD                                                                  01/01/2003                     36.48
 20854                               PUD                             $451,222.37                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685222856                          10/17/2002                       $2,953.50                      $350,000.00
 CA                                 12/01/2002                       01/01/2003                     46.67
                                     SINGLE FAMILY
 91001                                                               $346,371.41                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685224375                          10/23/2002                       $2,906.44                      $350,000.00
 CA                                 12/01/2002                       02/01/2003                     28.57
 95070                               SINGLE FAMILY                   $345,000.66                    5.75
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/07/2002
 685224790                          01/01/2003                       $4,447.33                      $539,900.00
 MA                                                                  02/01/2003                     72.96
 01833                               SINGLE FAMILY                   $536,056.91                    5.625
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685225979                          11/06/2002                       $3,425.45                      $412,500.00
 MA                                 01/01/2003                       01/01/2003                     56.12
                                     SINGLE FAMILY
 02468                                                               $409,595.28                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685227022                          11/14/2002                       $2,866.33                      $350,800.00
 VA                                 01/01/2003                       02/01/2003                     41.76
 22182                               SINGLE FAMILY                   $348,277.24                    5.5
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/06/2002
 685227993                          02/01/2003                       $2,812.72                      $336,000.00
 MA                                                                  02/01/2003                     79.25
 02767                               SINGLE FAMILY                   $334,690.68                    5.875
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685228004                          12/07/2002                       $3,268.34                      $400,000.00
 CT                                 02/01/2003                       01/01/2003                     61.54
                                     SINGLE FAMILY
 06470                                                               $398,564.99                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685229747                          11/22/2002                       $4,562.30                      $545,000.00
 VA                                 01/01/2003                       02/01/2003                     54.5
 22101                               SINGLE FAMILY                   $541,202.59                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N


 LOAN_ID                            NOTE_DATE                       MONTHLY_P_AND_I                 ORIGINAL_LOAN_AMOUNT
 PROP_STATE                         FIRST_PAYMENT_DATE              PAID_TO_DATE                    LTV
                                                                                                    NOTE_RATE
 PROP_ZIP_CODE                      PROPERTY_TYPE                   ISSUE_DATE_BALANCE
 OCCUPANCY                          PURPOSE                         PROCESSING_STYLE                LOAN_BUYDOWN_IND

 685229841                          11/29/2002                       $3,189.43                      $381,000.00
 MA                                 01/01/2003                       02/01/2003                     41.19
 02420                               SINGLE FAMILY                   $378,345.28                    5.875
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STREAMLINE                     N
                                    12/06/2002
 685230383                          02/01/2003                       $3,333.71                      $408,000.00
 NJ                                                                  02/01/2003                     85
 08055                               PUD                             $406,536.29                    5.5
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 685235839                          12/11/2002                       $3,890.18                      $461,000.00
 CA                                 02/01/2003                       01/01/2003                     65.86
                                     SINGLE FAMILY
 94568                                                               $459,414.82                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 702012729                          09/16/2002                       $2,845.32                      $342,640.00
 PA                                 11/01/2002                       01/01/2003                     80
 19144                               SINGLE FAMILY                   $337,589.74                    5.75
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    10/07/2002
 702012885                          12/01/2002                       $2,961.54                      $345,400.00
 AZ                                                                  01/01/2003                     82.24
 85258                               PUD                             $341,894.06                    6.25
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 702013608                          11/08/2002                       $3,316.08                      $386,750.00
 GA                                 01/01/2003                       02/01/2003                     85
                                     SINGLE FAMILY
 30306                                                               $383,966.75                    6.25
 PRIMARY RESIDENCE                  PURCHASE                         STANDARD                       N

 702013789                          11/01/2002                       $3,240.41                      $384,000.00
 WI                                 01/01/2003                       02/01/2003                     80
 53045                               SINGLE FAMILY                   $381,352.58                    6
                                    PURCHASE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    11/08/2002
 702013849                          01/01/2003                       $2,898.65                      $343,500.00
 AZ                                                                  01/01/2003                     65.93
 85377                               SINGLE FAMILY                   $341,122.85                    6
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 702014092                          11/19/2002                       $2,833.43                      $341,209.00
 PA                                 01/01/2003                       01/01/2003                     77.67
                                     SINGLE FAMILY
 18901                                                               $338,806.32                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       N

 702014107                          11/19/2002                       $4,415.59                      $519,100.00
 NV                                 01/01/2003                       01/01/2003                     51.91
 89052                               PUD                             $512,654.20                    6.125
                                    REFINANCE
 PRIMARY RESIDENCE                                                   STANDARD                       N
                                    12/02/2002
 702014420                          02/01/2003                       $2,959.58                      $356,400.00
 TN                                                                  02/01/2003                     90
 37027                               PUD                             $355,148.17                    5.75
 PRIMARY RESIDENCE                  REFINANCE                        STANDARD                       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 February  27, 2003 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 February 27, 2003, among Residential Asset Mortgage Products,  Inc.,
the Servicer and the Trustee, have been or will be so deposited.


                                       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:
             -------------------------------------



                                       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 2003-J1, 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.

                                       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.

                                       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
Owner has determined  that the present value of the  anticipated tax liabilities


                                       3
<PAGE>

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 _________, 200__.



                                   --------------------------------------------
                                                     NOTARY PUBLIC


                                   COUNTY OF
                                                    ---------------------------
                                   STATE OF
                                                 ------------------------------

                                          My   commission    expires
                                   ________ day of , 20 ____ .


                                       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 2003-J1

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2003-J1, 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  2003-J1,   Class  R-[  ]  (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the  "Pooling and  Servicing  Agreement"),  dated as of February 27, 2003 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


                                       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
                                         -----------------------------------



                                       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 2003-J1

        RE:    GMACM Mortgage Pass-Through Certificates,
               Series 2003-J1, [Class B-[ ]]


Ladies and Gentlemen:

     __________________    (the   "Purchaser")    intends   to   purchase   from
_______________________  (the "Seller") $  _______________  Initial  Certificate
Principal Balance of GMACM Mortgage Pass-Through  Certificates,  Series 2003-J1,
Class  [  ____ ] (the  "Certificates"),  issued  pursuant  to  the  Pooling  and
Servicing  Agreement  (the  "Pooling  and  Servicing  Agreement"),  dated  as of
February 27, 2003 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.

                                       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
        _______________ , 200__,  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.

                                       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
                                        -----------------------------------


                                       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 2003-J1

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2003-J1, [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 2003-J1,
Class  ____________  (the  "Certificates"),  issued  pursuant to the Pooling and
Servicing  Agreement  (the  "Pooling  and  Servicing  Agreement"),  dated  as of
February 27, 2003, 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.

                                Very truly yours,



                                               ---------------------------------
                                               ---------------------------------
                                               Seller

                                               By:
                                                       -------------------------
                                               Name
                                                        ------------------------
                                               Title
                                                       -------------------------


                                       1
<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 February 27, 2003
        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.

                                       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.


                                       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:
           ----------------------           ----------------------------

                                       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.

                                       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?

                                       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:
                                       ------------------------------------


                                       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.

                                       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:
                                  ----------------------------------------



                                       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 2003-J1

Re:  GMACM Mortgage  Pass-Through  Certificates,  Series  2003-J1  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 February 27, 2003
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.

                                      1
<PAGE>


                                Very truly yours,



                               --------------------------------------------
                               --------------------------------------------
                               (Lender)

                               By:
                                       ------------------------------------
                               Name
                                        -----------------------------------
                               Title
                                       ------------------------------------



                                       2
<PAGE>


                                    EXHIBIT L

                         SCHEDULE OF DISCOUNT FRACTIONS

     LOAN          ISSUE DATE      NET RATE   PO AMOUNT       DISCOUNT
--------------
    NUMBER           BALANCE                                  FRACTION
  535832208        $428,989.05      5.1250   $10,214.03     0.023809524
  537924102        $418,477.29      5.1250    $9,963.75     0.023809524
  538956103        $418,477.29      5.1250    $9,963.75     0.023809524
  539223602        $350,000.00      5.1250    $8,333.33     0.023809524
  600491369        $413,433.23      5.1250    $9,843.65     0.023809524
  600503456        $358,694.82      5.1250    $8,540.35     0.023809524
  600503529        $373,126.49      5.1250    $8,883.96     0.023809524
  600503537        $436,802.42      5.1250   $10,400.06     0.023809524
  600504950        $341,500.08      5.1250    $8,130.95     0.023809524
  600515656        $479,701.25      5.1250   $11,421.46     0.023809524
  600522065        $647,643.43      5.1250   $15,420.08     0.023809524
  600525778        $597,798.02      5.1250   $14,233.29     0.023809524
  600549172        $451,508.21      5.1250   $10,750.20     0.023809524
  654180425        $343,749.20      5.1250    $8,184.50     0.023809524
  654202798        $367,311.11      5.1250    $8,745.50     0.023809524
  654229953        $485,942.69      5.1250   $11,570.06     0.023809524
  654234089        $337,770.96      5.1250    $8,042.17     0.023809524
  654239864        $360,362.00      5.1250    $8,580.05     0.023809524
  654249445        $718,386.02      5.1250   $17,104.43     0.023809524
  654251194        $369,555.30      5.1250    $8,798.94     0.023809524
  654251808        $347,292.37      5.1250    $8,268.87     0.023809524
  654255460        $459,635.25      5.1250   $10,943.70     0.023809524
  654257673        $342,752.82      5.1250    $8,160.78     0.023809524
  685194346        $380,216.64      5.1250    $9,052.78     0.023809524
  537419103        $592,820.05      5.0000   $28,229.53     0.047619048
  537556201        $498,168.11      5.0000   $23,722.29     0.047619048
  539510503        $498,091.38      5.0000   $23,718.64     0.047619048
  540472305        $402,519.83      5.0000   $19,167.61     0.047619048
  600540206        $326,356.96      5.0000   $15,540.81     0.047619048
  654263314        $318,803.61      5.0000   $15,181.12     0.047619048





<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 related Subordinate  Principal  Distribution Amount and Prepayment
Distribution Percentage, if applicable;

(vii) 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;

(viii) on the basis of the most recent reports  furnished to it by the Servicer,
the number, aggregate principal balance of any REO Properties;

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

(x) _____ the 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;

(xi) ____ the Pass-Through  Rate with respect to the Class IO  Certificates,  if
any, thereof;

(xii) the occurrence of the Credit Support Depletion Date;

(xiii) the related Senior Accelerated Distribution Percentage applicable to such
distribution;

(xiv) the related Senior Percentage for such Distribution Date; and

(xv) ____ 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.



<PAGE>

                                    EXHIBIT N

                         FORM OF CUSTODIAN CERTIFICATION

                                February 27, 2003


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

Attention:  Residential Asset Mortgage Products, Inc., Series 2003-J1

Re:  Custodial  Agreement  dated as of February 27, 2003, 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 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



<PAGE>


                             SCHEDULE A TO EXHIBIT N

                      EXCEPTIONS TO CUSTODIAN CERTIFICATION



                                       [ ]






<PAGE>

                                    EXHIBIT O

                    AGGREGATE PLANNED PRINCIPAL BALANCE TABLE



                                                       AGGREGATE CLASS
                                                       A-4, CLASS A-5,
                                                        CLASS A-7 AND
                    DISTRIBUTION DATES                     CLASS A-8

                    Initial Balance..............        124,801,000.00
                    March 2003...................        123,934,460.84
                    April 2003...................        123,024,740.54
                    May 2003.....................        122,072,307.72
                    June 2003....................        121,077,660.51
                    July 2003....................        120,041,326.25
                    August 2003..................        118,963,861.00
                    September 2003...............        117,845,849.09
                    October 2003.................        116,687,902.65
                    November 2003................        115,490,661.06
                    December 2003................        114,254,790.42
                    January 2004.................        112,980,982.92
                    February 2004................        111,669,956.26
                    March 2004...................        110,322,452.98
                    April 2004...................        108,939,239.76
                    May 2004.....................        107,521,106.76
                    June 2004....................        106,068,866.84
                    July 2004....................        104,583,354.81
                    August 2004..................        103,065,426.64
                    September 2004...............        101,515,958.67
                    October 2004.................
                                                         99,935,846.71
                    November 2004................
                                                         98,326,005.26
                    December 2004................
                                                         96,687,366.57
                    January 2005.................
                                                         95,020,879.74
                    February 2005................
                                                         93,327,509.82
                    March 2005...................
                                                         91,608,236.89
                    April 2005...................
                                                         89,864,055.03
                    May 2005.....................
                                                         88,095,971.43
                    June 2005....................
                                                         86,339,624.25
                    July 2005....................
                                                         84,594,959.65
                    August 2005..................
                                                         82,862,903.31
                    September 2005...............
                                                         81,143,372.17
                    October 2005.................
                                                         79,436,283.77
                    November 2005................
                                                         77,741,556.14
                    December 2005................
                                                         76,059,107.88
                    January 2006.................
                                                         74,388,858.11
                    February 2006................
                                                         72,730,726.47
                    March 2006...................
                                                         71,084,633.14
                    April 2006...................
                                                         69,450,498.82
                    May 2006.....................
                                                         67,828,244.74
                    June 2006....................
                                                         66,217,792.63
                    July 2006....................
                                                         64,619,064.73
                    August 2006..................
                                                         63,031,983.81
                    September 2006...............
                                                         61,456,473.12
                    October 2006.................
                                                         59,892,456.44
                    November 2006................
                                                         58,339,858.03
                    December 2006................
                                                         56,798,602.65
                    January 2007.................
                                                         55,268,615.57
                    February 2007................
                                                         53,749,822.53
                    March 2007...................
                                                         52,242,149.75
                    April 2007...................
                                                         50,745,523.97
                    May 2007.....................
                                                         49,259,872.38
                    June 2007....................
                                                         47,785,122.65
                    July 2007....................
                                                         46,321,202.93
                    August 2007..................
                                                         44,868,041.86
                    September 2007...............
                                                         43,425,568.50
                    October 2007.................
                                                         41,993,712.43
                    November 2007................
                                                         40,572,403.66
                    December 2007................
                                                         39,161,572.67
                    January 2008.................
                                                         37,761,150.38
                    February 2008................
                                                         36,371,068.20
                    March 2008...................
                                                         35,158,482.04
                    April 2008...................
                                                         33,963,944.42
                    May 2008.....................
                                                         32,801,352.84
                    June 2008....................
                                                         31,669,985.66
                    July 2008....................
                                                         30,569,136.55
                    August 2008..................
                                                         29,498,114.16
                    September 2008...............
                                                         28,456,241.86
                    October 2008.................
                                                         27,442,857.38
                    November 2008................
                                                         26,457,312.55
                    December 2008................
                                                         25,498,972.99
                    January 2009.................
                                                         24,567,217.85
                    February 2009................
                                                         23,661,439.50
                    March 2009...................
                                                         22,816,244.14
                    April 2009...................
                                                         21,994,839.61
                    May 2009.....................
                                                         21,196,668.25
                    June 2009....................
                                                         20,421,184.51
                    July 2009....................
                                                         19,667,854.62
                    August 2009..................
                                                         18,936,156.36
                    September 2009...............
                                                         18,225,578.87
                    October 2009.................
                                                         17,535,622.36
                    November 2009................
                                                         16,865,797.89
                    December 2009................
                                                         16,215,627.16
                    January 2010.................
                                                         15,584,642.28
                    February 2010................
                                                         14,972,385.53
                    March 2010...................
                                                         14,436,521.86
                    April 2010...................
                                                         13,916,350.04
                    May 2010.....................
                                                         13,411,480.76
                    June 2010....................
                                                         12,921,533.52
                    July 2010....................
                                                         12,446,136.44
                    August 2010..................
                                                         11,984,926.03
                    September 2010...............
                                                         11,537,547.07
                    October 2010.................
                                                         11,103,652.40
                    November 2010................
                                                         10,682,902.76
                    December 2010................
                                                         10,274,966.59
                    January 2011.................
                                                         9,879,519.91
                    February 2011................
                                                         9,496,246.13
                    March 2011...................
                                                         9,169,796.80
                    April 2011...................
                                                         8,852,748.61
                    May 2011.....................
                                                         8,544,862.85
                    June 2011....................
                                                         8,245,906.43
                    July 2011....................
                                                         7,955,651.68
                    August 2011..................
                                                         7,673,876.33
                    September 2011...............
                                                         7,400,363.29
                    October 2011.................
                                                         7,134,900.60
                    November 2011................
                                                         6,877,281.31
                    December 2011................
                                                         6,627,303.31
                    January 2012.................
                                                         6,384,769.32
                    February 2012................
                                                         6,149,486.69
                    March 2012...................
                                                         5,953,670.98
                    April 2012...................
                                                         5,762,781.84
                    May 2012.....................
                                                         5,576,707.03
                    June 2012....................
                                                         5,395,336.76
                    July 2012....................
                                                         5,218,563.59
                    August 2012..................
                                                         5,046,282.42
                    September 2012...............
                                                         4,878,390.41
                    October 2012.................
                                                         4,714,786.96
                    November 2012................
                                                         4,555,373.65
                    December 2012................
                                                         4,400,054.18
                    January 2013.................
                                                         4,248,734.35
                    February 2013................
                                                         4,101,322.01
                    March 2013...................
                                                         3,957,727.01
                    April 2013...................
                                                         3,817,861.16
                    May 2013.....................
                                                         3,681,638.19
                    June 2013....................
                                                         3,548,973.70
                    July 2013....................
                                                         3,419,785.15
                    August 2013..................
                                                         3,293,991.79
                    September 2013...............
                                                         3,171,514.63
                    October 2013.................
                                                         3,052,276.42
                    November 2013................
                                                         2,936,201.57
                    December 2013................
                                                         2,823,216.19
                    January 2014.................
                                                         2,713,247.96
                    February 2014................
                                                         2,606,226.19
                    March 2014...................
                                                         2,502,081.71
                    April 2014...................
                                                         2,400,746.89
                    May 2014.....................
                                                         2,302,155.57
                    June 2014....................
                                                         2,206,243.05
                    July 2014....................
                                                         2,112,946.06
                    August 2014..................
                                                         2,022,202.72
                    September 2014...............
                                                         1,933,952.53
                    October 2014.................
                                                         1,848,136.30
                    November 2014................
                                                         1,764,696.17
                    December 2014................
                                                         1,683,575.54
                    January 2015.................
                                                         1,604,719.08
                    February 2015................
                                                         1,528,072.68
                    March 2015...................
                                                         1,453,583.44
                    April 2015...................
                                                         1,381,199.61
                    May 2015.....................
                                                         1,310,870.61
                    June 2015....................
                                                         1,242,546.98
                    July 2015....................
                                                         1,176,180.37
                    August 2015..................
                                                         1,111,723.49
                    September 2015...............
                                                         1,049,130.11
                    October 2015.................
                                                          988,355.05
                    November 2015................
                                                          929,354.12
                    December 2015................
                                                          872,084.13
                    January 2016.................
                                                          816,502.85
                    February 2016................
                                                          762,568.99
                    March 2016...................
                                                          710,242.21
                    April 2016...................
                                                          659,483.06
                    May 2016.....................
                                                          610,252.99
                    June 2016....................
                                                          562,514.29
                    July 2016....................
                                                          516,230.14
                    August 2016..................
                                                          471,364.51
                    September 2016...............
                                                          427,882.22
                    October 2016.................
                                                          385,748.87
                    November 2016................
                                                          344,930.83
                    December 2016................
                                                          305,395.25
                    January 2017.................
                                                          267,110.01
                    February 2017................
                                                          230,043.74
                    March 2017...................
                                                          194,165.76
                    April 2017...................
                                                          159,446.10
                    May 2017.....................
                                                          125,855.48
                    June 2017....................
                                                           93,365.28
                    July 2017....................
                                                           61,947.54
                    August 2017..................
                                                           31,574.93
                    September 2017...............
                                                           2,220.76
                    October 2017.................
                                                           1,395.21
                    November 2017................
                                                            597.26
                    December 2017................
                                                             0.00
                    January 2018.................
                                                             0.00
                    February 2018................
                                                             0.00
                    March 2018...................
                                                             0.00


<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 February 27, 2003 (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 my  knowledge  and 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. _____ The reports disclose all significant  deficiencies  relating to
the Servicer's  compliance with the minimum  servicing  standards based upon the
report provided by an independent  public accountant , after conducting a review
in compliance with the Uniform Single Attestation  Program for Mortgage Bankers,
or similar  procedure,  as set forth in the P&S  Agreement,  that is included in
these reports.

     [In  giving  the   certifications   above,  I  have  reasonably  relied  on
information  provided to me by the following  unaffiliated  parties:  [Bank One,
National Association], [ ].

Date:_______________________





____________________________*
Name:
Title:

*    to be signed by the senior officer in charge of the servicing  functions of
     the Master Servicer




<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 February 27, 2003 (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:





<PAGE>