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 June 28, 2001

                        GMACM Mortgage Loan Trust 2001-J3
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2001-J3




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<PAGE>
<TABLE>
<CAPTION>


                           TABLE OF CONTENTS
                                                                                          PAGE



<S>                                                                                        <C>
ARTICLE I         DEFINITIONS...............................................................4

        Section 1.01. Definitions...........................................................4

        Section 1.02. Use of Words and Phrases.............................................35

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........35

        Section 2.01. Conveyance of Mortgage Loans.........................................35

        Section 2.02. Acceptance by Trustee................................................41

        Section 2.03. Representations, Warranties and Covenants of the Servicer and
                      the Company..........................................................42

        Section 2.04. Representations and Warranties of the Seller.........................44

        Section 2.05. Execution and Authentication of Certificates.........................45

        Section 2.06. Purposes and Powers of the Trust Fund................................45

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................46

        Section 3.01. Servicer to Act as Servicer..........................................46

        Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
                      Enforcement of Subservicers' and Sellers' Obligations................47

        Section 3.03. Successor Subservicers...............................................47

        Section 3.04. Liability of the Servicer............................................47

        Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
                      Certificateholders...................................................48

        Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee......48

        Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
                      Custodial Account....................................................48

        Section 3.08. Subservicing Accounts; Servicing Accounts............................51

        Section 3.09. Access to Certain Documentation and Information Regarding the
                      Mortgage Loans.......................................................52

        Section 3.10. Permitted Withdrawals from the Custodial Account.....................52

        Section 3.11. Maintenance of the Primary Insurance Policies; Collections
                      Thereunder...........................................................54

        Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
                      Coverage.............................................................54

        Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
                      Agreements; Certain Assignments......................................56

        Section 3.14. Realization Upon Defaulted Mortgage Loans............................57

        Section 3.15. Trustee to Cooperate; Release of Mortgage Files......................60

        Section 3.16. Servicing and Other Compensation; Compensating Interest..............61

                                        i
<PAGE>


        Section 3.17. Periodic Filings with the Securities and Exchange Commission;
                      Additional Information...............................................62

        Section 3.18. Annual Statement as to Compliance....................................63

        Section 3.19. Annual Independent Public Accountants' Servicing Report..............63

        Section 3.20. Rights of the Company in Respect of the Servicer.....................63

        Section 3.21. Administration of Buydown Funds......................................63

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................64

        Section 4.01. Payment Account......................................................64

        Section 4.02. Distributions........................................................64

        Section 4.03. Statements to Certificateholders.....................................71

        Section 4.04. Distribution of Reports to the Trustee and the Company;
                      Advances by the Servicer.............................................72

        Section 4.05. Allocation of Realized Losses........................................73

        Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........74

        Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................74

ARTICLE V         THE CERTIFICATES.........................................................75

        Section 5.01. The Certificates.....................................................75

        Section 5.02. Registration of Transfer and Exchange of Certificates................76

        Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................82

        Section 5.04. Persons Deemed Owners................................................82

        Section 5.05. Appointment of Paying Agent..........................................82

        Section 5.06. Optional Purchase of Certificates....................................82

ARTICLE VI        THE COMPANY AND THE SERVICER.............................................84

        Section 6.01. Respective Liabilities of the Company and the Servicer...............84

        Section 6.02. Merger or Consolidation of the Company or the Servicer;
                      Assignment of Rights and Delegation of Duties by Servicer............84

        Section 6.03. Limitation on Liability of the Company, the Servicer and Others......85

        Section 6.04. Company and Servicer Not to Resign...................................86

ARTICLE VII       DEFAULT..................................................................86

        Section 7.01. Events of Default....................................................86

        Section 7.02. Trustee to Act; Appointment of Successor.............................88

        Section 7.03. Notification to Certificateholders...................................89

                                        ii
<PAGE>


        Section 7.04. Waiver of Events of Default..........................................89

ARTICLE VIII      CONCERNING THE TRUSTEE...................................................90

        Section 8.01. Duties of Trustee....................................................90

        Section 8.02. Certain Matters Affecting the Trustee................................91

        Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................93

        Section 8.04. Trustee May Own Certificates.........................................93

        Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification.........93

        Section 8.06. Eligibility Requirements for Trustee.................................94

        Section 8.07. Resignation and Removal of the Trustee...............................94

        Section 8.08. Successor Trustee....................................................95

        Section 8.09. Merger or Consolidation of Trustee...................................96

        Section 8.10. Appointment of Co-Trustee or Separate Trustee........................96

        Section 8.11. Appointment of Custodians............................................97

        Section 8.12. Appointment of Office or Agency......................................97

ARTICLE IX        TERMINATION..............................................................97

        Section 9.01. Termination Upon Purchase by the Servicer or Liquidation of All
                      Mortgage Loans.......................................................97

        Section 9.02. Additional Termination Requirements.................................100

ARTICLE X         REMIC PROVISIONS........................................................100

        Section 10.01.REMIC Administration................................................100

        Section 10.02.Servicer, REMIC Administrator and Trustee Indemnification...........103

        Section 10.03.Designation of REMIC(s).............................................104

        Section 10.04.Distributions on Uncertificated REMIC I Regular Interests and
                      REMIC II Regular Interests..........................................104

        Section 10.05.Compliance with Withholding Requirements............................105

ARTICLE XI        CERTAIN MATTERS REGARDING MBIA..........................................106

        Section 11.01.Rights of MBIA to Exercise Rights of Insured Certificateholders.....106

        Section 11.02.Claims Upon the MBIA Policy; MBIA Policy Payments Account...........106

        Section 11.03.Effect of Payments by MBIA; Subrogation.............................107

        Section 11.04.Notices and Information to MBIA; MBIA as Third Party
                      Beneficiary; Ratings................................................107

        Section 11.05.Trustee to Hold MBIA Policy.........................................108


                                        iii
<PAGE>


        Section 11.06.Payment of Insurance Premium........................................108

ARTICLE XII       MISCELLANEOUS PROVISIONS................................................108

        Section 12.01.Amendment...........................................................108
        Section 12.02.Recordation of Agreement; Counterparts..............................110

        Section 12.03.Limitation on Rights of Certificateholders..........................110

        Section 12.04.Governing Law.......................................................111

        Section 12.05.Notices.............................................................112

        Section 12.06.Required Notices to Rating Agency and Subservicer...................113

        Section 12.07.Severability of Provisions..........................................113

        Section 12.08.Supplemental Provisions for Resecuritization........................113

        Section 12.09.Allocation of Voting Rights.........................................114

        Section 12.10.Non Petition........................................................114

</TABLE>
                                    EXHIBITS

Exhibit A-1:...Form of Class A Certificate

Exhibit A-2:...Form of Class IO 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:.....Information to be Included in Monthly Distribution Date Statement

Exhibit M:.....Form of Initial Certification

Exhibit N:.....Form of Final Certification

Exhibit O:.....MBIA Policy



                                        iv

<PAGE>



                                      -80-



        This is the Pooling and Servicing  Agreement,  dated as of June 28, 2001
(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.

<TABLE>
<CAPTION>

                       RELATED CLASSES                          INITIAL
        DESIGNATION    OF CERTIFICATES        REMIC I        UNCERTIFICATED     LATEST POSSIBLE
           DATE                           REMITTANCE RATE       BALANCE        MATURITY DATE(1)

<S>           <C>                 <C>          <C>          <C>                        <C> <C>
            LT1           Class A-1,           6.75%        $193,832,387.21     August 25, 2031
                       Class A-2, Class
                       A-4, Class A-9,
                      Class A-10, Class
                      A-11, Class A-12,
                      Class A-13, Class
                       M-1, Class M-2,
                       Class M-3, Class
                       B-1, Class B-2,
                        Class B-3 and
                          Class R-II
            LT2        Class A-5, Class        7.00%         $11,567,000.00     August 25, 2031
                       A-6, Class A-7,
                          Class A-8
            LT3           Class A-3            0.00%            $565,498.00     August 25, 2031
            LT4       Class A-14, Class        6.75%         $25,745,600.00     August 25, 2031
                             A-15
           LTIO            Class IO             (2)                   $0.00     August 25, 2031
</TABLE>

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

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

        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


<PAGE>

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
Uncertificated  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.



                                       2
<PAGE>
<TABLE>
<CAPTION>


                              AGGREGATE
                               INITIAL
                             CERTIFICATE                                           MOODY'S/
               PASS-THROUGH    PRINCIPAL                               MATURITY    STANDARD      MINIMUM
 DESIGNATION      RATE         BALANCE           FEATURES(1)            DATE       & POOR'S   DENOMINATIONS(2)

<S>     <C>      <C>       <C>                                              <C>                <C>
Class A-1        6.750%    $88,845,200.00     Senior/Fixed Rate      August 25,     Aaa/AAA    $25,000.00
                                                                            2031

Class A-2        6.750%    $57,478,000.00     Senior/Fixed Rate      August 25,     Aaa/AAA    $25,000.00
                                                                            2031

Class A-3        0.00%       $565,498.00    Senior/Principal Only    August 25,     Aaa/AAA    $25,000.00
                                                                            2031

Class A-4        6.750%    $22,302,992.00      Senior/Lockout/       August 25,     Aaa/AAA    $25,000.00
                                                 Fixed Rate             2031

Class A-5        7.000%    $3,059,000.00     Senior/Retail/Fixed     August 25,     Aaa/AAA     $1,000.00
                                                Rate/Insured            2031

Class A-6        7.000%    $3,370,000.00     Senior/Retail/Fixed     August 25,     Aaa/AAA     $1,000.00
                                                Rate/Insured            2031

Class A-7        7.000%    $1,837,000.00     Senior/Retail/Fixed     August 25,     Aaa/AAA     $1,000.00
                                                Rate/Insured            2031

Class A-8        7.000%    $3,301,000.00     Senior/Retail/Fixed     August 25,     Aaa/AAA     $1,000.00
                                                Rate/Insured            2031

Class A-9        6.750%    $3,059,000.00     Senior/Retail/Fixed     August 25,     Aaa/AAA     $1,000.00
                                                Rate/Insured            2031

Class A-10       6.750%    $3,373,000.00     Senior/Retail/Fixed     August 25,     Aaa/AAA     $1,000.00
                                                Rate/Insured            2031

Class A-11       6.750%    $1,837,000.00     Senior/Retail/Fixed     August 25,     Aaa/AAA     $1,000.00
                                                Rate/Insured            2031

Class A-12       6.750%    $3,298,000.00     Senior/Retail/Fixed     August 25,     Aaa/AAA     $1,000.00
                                                Rate/Insured            2031

Class A-13       6.750%    $4,950,000.00      Senior/Fixed Rate      August 25,     Aaa/AAA    $25,000.00
                                                                            2031

Class A-14       6.500%    $25,745,600.00     Senior/Fixed Rate      August 25,     Aaa/AAA    $25,000.00
                                                                            2031

Class A-15       6.750%         $0.00(3)       Senior/Interest       August 25,     Aaa/AAA        (4)
                                                 Only/Fixed             2031

Class IO       Variable         $0.00(6)       Senior/Interest       August 25,     Aaa/AAA        (7)
                Rate(5)                     Only/Adjustable Rate        2031

Class R-I        6.750%           $50.00           Senior/           August 25,     Aaa/AAA        (8)
                                             Residual/Fixed Rate        2031

Class R-II       6.750%           $50.00           Senior/           August 25,     Aaa/AAA        (8)
                                             Residual/Fixed Rate        2031

Class M-1        6.750%    $3,475,658.00    Mezzanine/Fixed Rate     August 25,      AA/NA     $25,000.00
                                                                            2031

Class M-2        6.750%    $2,317,105.00    Mezzanine/Fixed Rate     August 25,      A/NA      $250,000.00
                                                                            2031

Class M-3        6.750%    $1,158,553.00    Mezzanine/Fixed Rate     August 25,     BBB/NA     $250,000.00
                                                                            2031

Class B-1        6.750%      $579,276.00      Subordinate/Fixed      August 25,      BB/NA     $250,000.00
                                                    Rate                2031

Class B-2        6.750%      $579,276.00      Subordinate/Fixed      August 25,      B/NA      $250,000.00
                                                    Rate                2031

Class B-3        6.750%      $579,277.21      Subordinate/Fixed      August 25,      NA/NA     $250,000.00
                                                    Rate                2031

</TABLE>

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


                                       3
<PAGE>

(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 B-1, Class B-2 and Class B-3
Certificates) in excess thereof, except that one Certificate of any of the Class
B-1,  Class B-2 and Class B-3  Certificates  that contain an uneven  multiple of
$1,000 shall be issued in a denomination equal to the sum of the related minimum
denomination  set forth above and such uneven multiple for such Class or the sum
of such denomination and an integral multiple of $1,000.

(3) The initial Notional Amount for the Class A-15  Certificates  shall be equal
to $953,540.

(4) The Class A-15  Certificates  shall be issuable in minimum  denominations of
not less than $25,000 Notional Amount.

(5) With respect to the Class IO Certificates and any Distribution  Date, a rate
equal to the  weighted  average  of the Pool Strip  Rate of each  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 0.554334%.

(6) The initial Notional Amount for the Class IO Certificates  shall be equal to
$231,710,535.

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

(8) The Class R-I and Class  R-II  Certificates  shall be  issuable  in  minimum
denominations  of not less than a 20% Percentage  Interest;  provided,  however,
that  one  Class  R-I and one  Class  R-II  will be  issuable  to GMAC  Mortgage
Corporation  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.

        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $231,710,535.21.

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

                                    ARTICLE I
                                   DEFINITIONS

Section 1.01...Definitions.

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

        Accrued  Certificate  Interest:  With respect to each Distribution Date,
(a) as to any Class of Certificates (other than any 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 as provided in Section 4.01),

                                       4
<PAGE>

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

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

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

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

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

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

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

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

                                       5
<PAGE>

of the Seller,  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

                      (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)  (i)  if  the  aggregate   principal  balance  of  the
                      Non-Primary Residence Loans as of the Relevant Anniversary
                      is less than 10% of the  Stated  Principal  Balance of the
                      Mortgage Loans as of the Relevant  Anniversary,  $0.00, or
                      (ii) if the aggregate principal balance of the Non-Primary

                                       6
<PAGE>

                      Residence Loans as of the Relevant Anniversary is equal to
                      or greater than 10% of the Stated Principal Balance of the
                      Mortgage Loans as of the Relevant Anniversary,  the sum of
                      (I) the  aggregate  principal  balance of the  Non-Primary
                      Residence Loans with a Loan-to-Value Ratio of greater than
                      80.00% but less than or equal to 90.00%, times 0.25%, (II)
                      the  aggregate   principal   balance  of  the  Non-Primary
                      Residence Loans with a Loan-to-Value Ratio of greater than
                      90.00% but less than or equal to 95.00%,  times 0.50%, and
                      (III) the aggregate  principal  balance of the Non-Primary
                      Residence Loans with a Loan-to-Value Ratio of greater than
                      95.00%  times  0.75%,  in  each  case  as of the  Relevant
                      Anniversary.

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

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

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

        Book-Entry  Certificate:  Any Certificate  registered in the name of the
Depository or its nominee.

        Business  Day:  Any day other than (i) a Saturday  or a Sunday or (ii) a
day on which banking  institutions in the State of New York, the Commonwealth of
Pennsylvania,  the State of Minnesota  or the State of Maryland  (and such other
state or states in which the Custodial Account or the Payment Account are at the
time located) are required or authorized by law or executive order to be closed.

        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.


                                       7
<PAGE>

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

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

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

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

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

     Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only  Certificate),  on any date of determination,  an amount equal
to:

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

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

provided,  however,  that solely for the purpose of determining MBIA's rights as
subrogee,  the Certificate Principal Balance of any Insured Certificate shall be
deemed to not be reduced by any  principal  amounts  paid to the Holder  thereof
from MBIA Insurance  Payments,  unless such amounts have been reimbursed to MBIA
pursuant to Section 4.02(a)(xvi);  and provided,  that the Certificate Principal
Balance of the Class of Subordinate Certificates with the Lowest Priority at any
given time shall be calculated  to equal the  Percentage  Interest  evidenced by

                                       8
<PAGE>

such  Certificate  times the excess,  if any, of (A) the then  aggregate  Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate  Certificate
Principal Balance of all other Classes of Certificates then outstanding.

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

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

        Class A  Certificate:  Any one of the Class A-1,  Class A-2,  Class A-3,
Class A-4,  Class A-5,  Class A-6,  Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11,  Class A-12,  Class  A-13,  Class A-14 and Class A-15  Certificates,
executed  by  the  Trustee  and  authenticated  by  the  Certificate   Registrar
substantially in the form annexed hereto as Exhibit A-1.

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

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

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

        Closing Date:  June 28, 2001.

        Code:  The Internal Revenue Code of 1986.

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

                                       9
<PAGE>

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.

        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 IL1-0126,  Chicago,  Illinois,
60670-0126,    Attention:   Corporate   Trust,   GMACM   Mortgage   Pass-Through
Certificates, Series 2001-J3.

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

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

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

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

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

                                       10
<PAGE>

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date:  June 1, 2001.

        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.

        Deficiency  Amount:  With respect to the Insured  Certificates and as of
any  Distribution  Date, an amount equal to (a) any interest  shortfall,  except
Prepayment  Interest  Shortfalls  and Relief Act  Shortfalls,  allocated  to the
Insured  Certificates,  (b) the principal portion of any Realized Loss allocated
to the Insured  Certificates  and (c) the Certificate  Principal  Balance of the
Insured  Certificates to the extent unpaid on the Scheduled  Final  Distribution
Date after taking into account all distributions to be made on such date.

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

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

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

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

                                       11
<PAGE>

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

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

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

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

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

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

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

        Eligible  Account:  An  account  that  is  any  of  the  following:  (i)
maintained with a federal or state chartered depository institution the accounts
of which are insured by the FDIC (to the limits established by the FDIC) and the
short-term debt ratings and the long-term  deposit ratings of which are rated in
one of the two highest rating categories by the Rating Agencies, or (ii) a trust
account or  accounts  maintained  with a federal or state  chartered  depository
institution or trust company with trust powers acting in its fiduciary capacity,
or  (iii)  in the case of the  Payment  Account,  a trust  account  or  accounts
maintained in the corporate trust division of the Trustee, or (iv) an account or

                                       12
<PAGE>

accounts  of a  depository  institution  acceptable  to each  Rating  Agency (as
evidenced  in writing by each Rating  Agency that use of any such account as the
Custodial  Account or the Payment Account will not reduce the rating assigned to
any Class of  Certificates  by such Rating Agency  (without giving effect to the
MBIA  Policy  in the case of the  Insured  Certificates)  below the lower of the
then-current  rating  or the  rating  assigned  to such  Certificates  as of the
Closing Date by such Rating Agency).

        Event of Default:  As defined in Section 7.01.

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

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

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

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

        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;

                                       13
<PAGE>

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

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

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

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

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

        FDIC:  Federal Deposit Insurance Corporation or any successor thereto.

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

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

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

        Fraud Loss  Amount:  As of any date of  determination  after the Cut-off
Date, an amount equal to: (X) prior to the first anniversary of the Cut-off Date
an amount equal to 2.00% 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 first to the fifth  anniversary  of the  Cut-off
Date,  an amount  equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most  recent  anniversary  of the  Cut-off  Date and (b) 1.00% of the  aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary  of the Cut-off Date minus (2) the 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.

                                       14
<PAGE>

        The Fraud Loss Amount may be further reduced by the Servicer  (including
accelerating  the manner in which such coverage is reduced)  provided that prior
to any such reduction,  the Servicer shall (i) obtain written  confirmation from
each Rating Agency that such reduction  shall not reduce the rating  assigned to
any Class of  Certificates  by such Rating Agency  (without giving effect to the
MBIA  Policy  in the case of the  Insured  Certificates)  below the lower of the
then-current  rating  or the  rating  assigned  to such  Certificates  as of the
Closing  Date by such  Rating  Agency  and (ii)  provide a copy of such  written
confirmation to the Trustee and to MBIA.

        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.

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

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

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

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

        Initial  Certificate  Principal  Balance:  With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Preliminary Statement hereto.

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

                        Class M-1: 1.50% Class B-1: 0.25%
                        Class M-2: 1.00% Class B-2: 0.25%
                        Class M-3: 0.50% Class B-3: 0.25%

        Insurance Premium:  With respect to the MBIA Policy and any Distribution
Date,  an amount  equal to the  product of  one-twelfth  (1/12) of the  "premium

                                       15
<PAGE>

percentage"  set  forth in the  Commitment  Letter,  dated as of June 27,  2001,
between  MBIA and Credit  Suisse First Boston  Corporation  and the  Certificate
Principal  Balance  of  the  Insured  Certificates  immediately  prior  to  such
Distribution Date.

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

        Insured Certificateholder:  A Holder of an Insured Certificate.

        Insured  Certificates:  Any one of the Class A-5,  Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11 or Class A-12 Certificates.

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

     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-15 Certificate or a Class IO Certificate. The Interest Only Certificates
will have no Certificate Principal Balance.

        Issuer Exemption:  As defined in Section 5.02.

     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.

                                       16
<PAGE>

     Lockout Certificates: Any one of the Certificates designated as a Class A-4
Certificate.

     Lockout  Percentage:  With respect to any Distribution Date occurring prior
to the Distribution Date in July 2006, 0%. With respect to any Distribution Date
thereafter, the percentage indicated below:

Distribution Date                                Lockout Distribution Percentage
July 2006 through June 2007                                      30%
July 2007 through June 2008                                      40%
July 2008 through June 2009                                      60%
July 2009 through June 2010                                      80%
July 2010 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, August 25, 2031.

        MBIA:  MBIA Insurance Corporation and its successors and assigns.

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

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

     MBIA Policy:  The Certificate  Guaranty Insurance Policy (No. 35628) issued
by MBIA for the benefit of the Holders of the  Insured  Certificates,  including
any endorsements thereto, attached as Exhibit O.

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

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

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

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

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

                                       17
<PAGE>

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

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

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

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

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

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

(a)     loan number;

(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;

                                       18
<PAGE>

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

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

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

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

        Mortgagor:  The obligor on a Mortgage Note.

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

        Non-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, the Trustee and MBIA promptly following such determination.

                                       19
<PAGE>

     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-15 Certificates, an amount equal to the then outstanding Certificate Principal
Balance  of  the  Class  A-14  Certificates  immediately  prior  to  such  date,
multiplied by 25 and divided by 675.  With respect to any date of  determination
and the Class IO Certificates, an amount equal to the aggregate Stated Principal
Balances of the Mortgage Loans immediately prior to such date.

        Officer's  Certificate:  A  certificate  signed by the  Chairman  of the
Board,  the  President or a Vice  President or Assistant  Vice  President,  or a
Director  or  Managing  Director,  and,  if  necessary,  by the  Treasurer,  the
Secretary,  or one of the Assistant  Treasurer or Assistant  Secretaries  of the
Company or the Servicer,  as the case may be, and  delivered to the Trustee,  as
required by this Agreement.

        Opinion of  Counsel:  A written  opinion of  counsel  acceptable  to the
Trustee and the  Servicer,  who may be counsel for the Company or the  Servicer,
provided  that any  opinion of counsel  (i)  referred  to in the  definition  of
"Disqualified  Organization" or (ii) relating to the  qualification of the REMIC
or compliance with the REMIC Provisions must, unless otherwise specified,  be an
opinion of Independent counsel.

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

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

        Pass-Through  Rate:  With respect to the Class A  Certificates,  Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rates set forth in the Preliminary  Statement  hereto.  With
respect to the Class IO Certificates and any Distribution  Date, a rate equal to
the weighted average,  expressed as a percentage, of the Pool Strip Rates of all
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 0.554334% per annum.

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

        Payment Account: The separate account or accounts created and maintained
pursuant  to  Section  4.01,  which  shall  be  entitled  "Bank  One,   National
Association,  as trustee,  in trust for the  registered  holders of  Residential
Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates,  Series
2001-J3" and which must be an Eligible Account.

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

 Percentage Interest: With respect to any Certificate (other than

                                       20
<PAGE>

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 thereof divided by the aggregate Initial Certificate Principal
Balance of all the  Certificates of the same Class.  With respect to an Interest
Only  Certificate or a Class R Certificate,  the interest in distributions to be
made with respect to such Class evidenced thereby, expressed as a percentage, as
stated on the face of each such Certificate.

        Permitted Investments:  One or more of the following:

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

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

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

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

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

                                       21
<PAGE>

               (vi) other  obligations or securities that are acceptable to each
        Rating  Agency as a Permitted  Investment  hereunder and will not reduce
        the rating  assigned to any Class of  Certificates by such Rating Agency
        (without  giving  effect to the MBIA  Policy in the case of the  Insured
        Certificates)  below the lower of the then-current  rating or the rating
        assigned  to such  Certificates  as of the  Closing  Date by such Rating
        Agency, as evidenced in writing;

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

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

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

     Pool Stated Principal  Balance:  As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.

        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)
6.75% (but not less than 0.00% per annum).

        Preference Amount:  As defined in the MBIA Policy.

        Prepayment Assumption: A prepayment assumption of 275% 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.

                                       22
<PAGE>

        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
        July 2006  (unless  the  Certificate  Principal  Balances  of the Senior
        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:

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

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

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

        Prepayment  Distribution  Trigger: With respect to any Distribution Date
and  any  Class  of   Subordinate   Certificates   (other  than  the  Class  M-1

                                       23
<PAGE>

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

        Prepayment Period: As to any Distribution Date and Principal  Prepayment
in Full,  the  period  commencing  on 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, between GMAC Mortgage Corporation, as seller, and the Company,
as purchaser, and all amendments thereof and supplements thereto.

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

                                       24
<PAGE>

     Qualified  Substitute  Mortgage  Loan: A Mortgage Loan  substituted  by the
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in an 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 the Seller
               in the Custodial Account in the month of substitution);

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

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

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

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

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

Notwithstanding  any other provisions  herein, 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:  Standard & Poor's and Moody's with respect to the Senior
Certificates  and  Standard & Poor's 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

                                       25
<PAGE>

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

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

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

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

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

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

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

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

                                       26
<PAGE>

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

        REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.  As used herein,  the term "the REMIC" or "the REMICs"
shall mean one or more of the REMICs created under this Agreement.

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

     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 five  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.

                                       27
<PAGE>

        REMIC II Regular Interest: Any of the twenty-two certificated beneficial
ownership interests in REMIC II issued hereunder,  and, hereby,  designated as a
"regular  interest" in REMIC II, as follows:  Class A-1,  Class A-2,  Class A-3,
Class A-4,  Class A-5,  Class A-6,  Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class IO, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.

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

        Remittance Report:  As defined in Section 4.04(a).

        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.

                                       28
<PAGE>

        Scheduled Final Distribution Date:  August 25, 2031.

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

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

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

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

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

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

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

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

provided, however,

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

               (a)(1)(X) the outstanding principal balance of the Mortgage Loans
        delinquent  60 days or more  averaged  over the last  six  months,  as a
        percentage of the aggregate outstanding Certificate Principal Balance of
        the  Subordinate  Certificates,  is more than 50% or (Y) the outstanding
        principal  balance of Mortgage Loans delinquent 60 days or more averaged
        over the last six months,  as a percentage of the aggregate  outstanding
        principal  balance  of all  Mortgage  Loans  averaged  over the last six
        months, exceeds 2% and (2) Realized Losses on the Mortgage Loans to date
        for such  Distribution  Date if  occurring  during the  sixth,  seventh,
        eighth,  ninth or tenth year (or any year thereafter)  after the Closing
        Date are more than 30%, 35%, 40%, 45% or 50%,  respectively,  of the sum
        of  the  Initial  Certificate  Principal  Balances  of  the  Subordinate
        Certificates or

               (b)(1)  the  outstanding  principal  balance  of  Mortgage  Loans
        delinquent  60 days or more  averaged  over the last  six  months,  as a
        percentage  of  the  aggregate  outstanding  principal  balance  of  all
        Mortgage  Loans  averaged  over the last six months,  exceeds 4% and (2)

                                       29
<PAGE>

        Realized  Losses  on the  Mortgage  Loans to date for such  Distribution
        Date, if occurring  during the sixth,  seventh,  eighth,  ninth or tenth
        year (or any year thereafter)  after the Closing Date are more than 10%,
        15%,  20%,  25%  or  30%,  respectively,  of  the  sum  of  the  Initial
        Certificate Principal Balances of the Subordinate Certificates, and

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

Notwithstanding the foregoing,  upon the reduction of the Certificate  Principal
Balances  of the  related  Senior  Certificates  to  zero,  the  related  Senior
Accelerated Distribution Percentage shall thereafter be 0%.

        Senior  Certificate:  Any  one of the  Class  A,  Class  IO 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  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)
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 the  amount  of the  Insurance  Premium;  and (b) the sum of the
amounts  required to be  distributed  to the Senior  Certificateholders  on such
Distribution Date pursuant to Section 4.02(a)(ii), (xvii) and (xix).

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

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

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

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

                                       30
<PAGE>

        Servicing Fee Rate:  0.25% per annum.

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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$2,317,271  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 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.

        The  Special  Hazard  Amount  may be  further  reduced  by the  Servicer
(including  accelerating the manner in which coverage is reduced)  provided that
prior to any such reduction,  the Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency (without giving effect to the
MBIA  Policy  in the case of the  Insured  Certificates)  below the lower of the
then-current  rating  or the  rating  assigned  to such  Certificates  as of the
Closing  Date by such  Rating  Agency  and (ii)  provide a copy of such  written
confirmation to the Trustee and to MBIA.

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

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

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

                                       31
<PAGE>

Period ending prior to the most recent  Distribution Date which were received or
with  respect to which an Advance was made,  and (b) all  Principal  Prepayments
with respect to such Mortgage Loan or REO Property,  and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds,  to the extent applied by the Servicer as
recoveries  of  principal in  accordance  with Section 3.14 with respect to such
Mortgage Loan or REO Property,  in each case which were distributed  pursuant to
Section  4.02 on any  previous  Distribution  Date,  and (c) any  Realized  Loss
allocated  to   Certificateholders   with  respect   thereto  for  any  previous
Distribution Date.

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

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

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

        Subordinate   Principal   Distribution   Amount:  With  respect  to  any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related  Subordinate  Class Percentage for such Class and
(y) the aggregate of the amounts  calculated  for such  Distribution  Date under
clauses (1), (2) and (3) of Section  4.02(a)(ii)(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)(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 to the extent not  payable to the Senior  Certificates;  (iv) if
such Class is the Class of Subordinate  Certificates  with the Highest Priority,
any Excess Subordinate  Principal Amount for such Distribution Date; and (v) any
amounts  described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not  attributable  to Realized  Losses  which have been  allocated to a Class of
Subordinate  Certificates  minus (b) with  respect  to the Class of  Subordinate
Certificates with the Lowest Priority,  any Excess Subordinate  Principal Amount
for such Distribution Date; provided,  however,  that the Subordinate  Principal
Distribution   Amount  for  any  Class  of  Subordinate   Certificates   on  any
Distribution Date shall in no event exceed the outstanding Certificate Principal
Balance of such Class of Certificates immediately prior to such date.

     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.

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<PAGE>

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

     Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.

     Subservicing  Agreement:  The written contract between the Servicer and any
Subservicer  relating to servicing and  administration of certain Mortgage Loans
as provided in Section 3.02.

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

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

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

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

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

        Trust Fund: Collectively,  the assets of REMIC I and REMIC II consisting
of the segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of:

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

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

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

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

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

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

                                       33
<PAGE>

        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.

        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 12.09.

                                       34
<PAGE>

Section 1.02...Use of Words and Phrases.

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

                                ARTICLE II.....

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01...Conveyance of Mortgage Loans.

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

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

          (i)  The original  Mortgage Note,  endorsed without recourse in blank,
               or in the  name of the  Trustee  as  trustee,  and  signed  by an
               authorized  officer  (which  endorsement  shall contain either an
               original  signature  or a facsimile  signature  of an  authorized
               officer  of the  Seller,  and if in the form of an  allonge,  the
               allonge  shall  be  stapled  to  the  Mortgage  Note),  with  all
               intervening  endorsements  showing a complete chain of title from
               the  originator  to the Seller or with  respect to any  Destroyed
               Mortgage  Note, an original lost note  affidavit  from the Seller
               stating that the original  Mortgage  Note was lost,  misplaced or
               destroyed,  together with a copy of the related Mortgage Note, if
               available. 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;

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<PAGE>

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

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

          (v)  Unless the Mortgage Loan is registered on the  MERS(R)System,  an
               original  Assignment or Assignments of the Mortgage (which may be
               included in a blanket  assignment or assignments) from the Seller
               to "Bank One, National Association, as Trustee under that certain
               Pooling and Servicing  Agreement  dated as of June 28, 2001,  for
               GMACM Mortgage Pass-Through Certificates, Series 2001-J3" c/o the
               Servicer at an address  specified by the Servicer,  and signed by
               an  authorized  officer,  which  assignment  shall be in form and
               substance  acceptable  for  recording.  If the Mortgage  Loan was
               acquired by the assignor in a merger, the assignment must be by "
               _____________________,   successor   by   merger   to   [name  of
               predecessor]". If the Mortgage Loan was acquired or originated by
               the  assignor  while  doing  business  under  another  name,  the
               assignment  must be by  "____________________  formerly  known as
               [previous name]";

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

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

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

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

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

                                       36
<PAGE>

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

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

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

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

(v)     The Security Agreement;

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

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

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

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

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

(c) In the event that in connection  with any Mortgage  Loan the Company  cannot
deliver (a) the original  recorded  Mortgage (or evidence of  submission  to the
recording  office),  (b) all  interim  recorded  assignments,  (c) the  original
recorded modification agreement, if required, or (d) the original lender's title
insurance policy (together with all riders thereto)  satisfying the requirements
of clause (b)(I)(ii), (iv), (vi) or (vii) above, respectively, concurrently with
the execution and delivery  hereof  because such document or documents  have not
been returned from the applicable  public recording office in the case of clause
(b)(I)(ii),  (iv) or (vi)  above,  or  because  the  title  policy  has not been
delivered to the Seller by the title  insurer in the case of clause  (b)(I)(vii)
above,  the Company  shall request the Seller to use its best efforts to deliver
to the Custodian, if any, or the Trustee, in the case of clause (b)(I)(ii), (iv)

                                       37
<PAGE>

or  (vi)  above,  such  original  Mortgage,  such  interim  assignment,  or such
modification  agreement,  with  evidence of  recording  indicated  thereon  upon
receipt thereof from the public recording office, or a copy thereof,  certified,
if appropriate, by the relevant recording office, but in no event shall any such
delivery  of  the  original  Mortgage  and  each  such  interim   assignment  or
modification  agreement or a copy thereof,  certified,  if  appropriate,  by the
relevant  recording  office, or the original lender's title policy be made later
than one (1) year following the Closing Date;  provided,  however,  in the event
the  Company is unable to deliver  by such  dates  each  Mortgage  and each such
interim assignment or modification agreement by reason of the fact that any such
documents have not been returned by the appropriate recording office, or, in the
case of each such interim  assignment  or  modification  agreement,  because the
related Mortgage has not been returned by the appropriate  recording office, the
Company shall request the Seller to deliver such documents to the Custodian,  if
any, or the Trustee as promptly as possible  upon  receipt  thereof  and, in any
event, within 540 days following the Closing Date. In lieu of the Mortgage Notes
relating to the Mortgage Loans,  each as identified in the list delivered by the
Seller to the Trustee or Custodian on the Closing Date, the Seller may deliver a
lost note affidavit from the Seller stating that the original  Mortgage Note was
lost,  misplaced  or  destroyed,  and,  if  available,  a copy of each  original
Mortgage Note; provided,  however, that in the case of Mortgage Loans which have
been prepaid in full after the Cut-off Date and prior to the Closing  Date,  the
Seller, in lieu of delivering the above documents, may deliver to the Custodian,
if any, or the  Trustee a  certification  to such  effect and shall  deposit all
amounts  paid in respect of such  Mortgage  Loan in the  Payment  Account on the
Closing Date.

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

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

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

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

        The Seller shall cause to be filed the Form UCC-3  assignment  and UCC-1
financing  statement referred to in clause (II)(vii) and (x),  respectively,  of
Section  2.01(b).  If any Form UCC-3 or Form UCC-1,  as  applicable,  is lost or
returned  unfiled to the Servicer  because of any defect  therein,  the Servicer
shall prepare a substitute Form UCC-3 or Form UCC-1, as applicable, or cure such

                                       38
<PAGE>

defect,  and cause such Form UCC-3 or Form UCC-1, as applicable,  to be filed in
accordance with this paragraph.  The Servicer shall promptly deliver or cause to
be delivered to the Trustee or the respective  Custodian such Form UCC-3 or Form
UCC-1,  as applicable,  (or copy thereof  certified by the public filing office)
with evidence of filing  indicated  thereon upon receipt thereof from the public
filing office, but in no event shall such Form UCC-3, Form UCC-1 or a Form UCC-1
required  to be  delivered  pursuant to clause  (II)(vi)  of Section  2.01(b) be
delivered  to the  Custodian,  if any,  or the  Trustee,  later  than  540  days
following  the Closing Date.  In  connection  with its servicing of  Cooperative
Loans,  the  Servicer  will use its best  efforts  to file  timely  continuation
statements  with regard to each financing  statement and assignment  relating to
Cooperative  Loans as to which the  related  Cooperative  Apartment  is  located
outside of the State of New York.

        In connection with the assignment of any Mortgage Loan registered on the
MERS(R)  System,  the  Servicer  further  agrees  that  it  will  cause,  at the
Servicer's  own expense,  on or prior to the Closing Date, the MERS(R) System to
indicate  that such  Mortgage  Loans have been  assigned by the  Servicer to the
Trustee   in   accordance   with  this   Agreement   for  the   benefit  of  the
Certificateholders  by including  (or  deleting,  in the case of Mortgage  Loans
which are  repurchased in accordance with this Agreement) in such computer files
(a) the code  "[IDENTIFY  TRUSTEE  SPECIFIC  CODE]" in the field  "[IDENTIFY THE
FIELD  NAME  FOR  TRUSTEE]"  which  identifies  the  Trustee  and (b)  the  code
"[IDENTIFY  SERIES  SPECIFIC  CODE  NUMBER]"  in the field  "Pool  Field"  which
identifies  the  series  of the  Certificates  issued  in  connection  with such
Mortgage Loans.  The Servicer agrees that it will not alter the codes referenced
in this  paragraph  with  respect to any  Mortgage  Loan during the term of this
Agreement  unless and until such Mortgage Loan is repurchased in accordance with
the terms of this Agreement,  and any financing  statement or amendment  thereof
necessary to comply with any change in the New York Uniform  Commercial  Code or
the Uniform Commercial Code of any applicable jurisdiction.

(e)     [Reserved].

(f) It is  intended  that the  conveyance  by the  Company to the Trustee of the
Mortgage  Loans as provided  for in this  Section 2.01 be construed as a sale by
the  Company  to the  Trustee  of the  Mortgage  Loans  for the  benefit  of the
Certificateholders.  Further,  it is not intended that such conveyance be deemed
to be a pledge of the  Mortgage  Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, if the Mortgage Loans are held
to be  property of the Company or of GMAC  Mortgage  Corporation,  or if for any
reason  this  Agreement  is held or deemed to create a security  interest in the
Mortgage Loans,  then it is intended that (a) this Agreement shall be a security
agreement  within  the  meaning  of  Articles  8 and 9 of the New  York  Uniform
Commercial  Code  and  the  Uniform  Commercial  Code  of any  other  applicable
jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to
be,  and hereby  is,  (1) a grant by the  Company  to the  Trustee of a security
interest in all of the  Company's  right  (including  the power to convey  title
thereto), title and interest, whether now owned or hereafter acquired, in and to
any  and  all  general  intangibles,   accounts,   chattel  paper,  instruments,
documents,  money, deposit accounts,  certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever
kind or description  now existing or hereafter  acquired  consisting of, arising
from or relating to any of the following:  (A) the Mortgage Loans, including (i)

                                       39
<PAGE>

with respect to each  Cooperative  Loan,  the related  Mortgage  Note,  Security
Agreement,  Assignment of Proprietary  Lease,  Cooperative Stock Certificate and
Cooperative  Lease,  (ii)  with  respect  to each  Mortgage  Loan  other  than a
Cooperative  Loan,  the  related  Mortgage  Note and  Mortgage,  and  (iii)  any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts  payable  pursuant to the Mortgage  Loans in  accordance  with the terms
thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing  into  cash,  instruments,  securities  or other  property,  including
without limitation all amounts from time to time held or invested in the Payment
Account or the  Custodial  Account,  whether  in the form of cash,  instruments,
securities or other property and (2) an assignment by the Company to the Trustee
of any security  interest in any and all of GMAC  Mortgage  Corporation's  right
(including the power to convey title thereto),  title and interest,  whether now
owned or hereafter  acquired,  in and to the property described in the foregoing
clauses (1)(A), (B) and (C) granted by GMAC Mortgage  Corporation to the Company
pursuant to the Purchase  Agreement;  (c) the  possession  by the  Trustee,  the
Custodian  or any other  agent of the  Trustee of  Mortgage  Notes or such other
items of property as constitute instruments, money, negotiable documents, goods,
letters  of  credit,  advices  of  credit,  investment  property,   certificated
securities  or chattel  paper shall be deemed to be  "possession  by the secured
party," or  possession  by a purchaser  or a person  designated  by such secured
party,  for  purposes  of  perfecting  the  security  interest  pursuant  to the
Pennsylvania  Uniform  Commercial  Code and the Uniform  Commercial  Code of any
other applicable jurisdiction  (including,  without limitation,  Sections 8-106,
9-305  and  9-115  thereof);  and (d)  notifications  to  persons  holding  such
property,  and  acknowledgments,  receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries,  bailees or agents of, or persons
holding for (as  applicable)  the Trustee  for the  purpose of  perfecting  such
security interest under applicable law.

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

(g) If GMAC no longer controls GMAC Mortgage Corporation directly or indirectly,
or if GMAC no longer  owns a majority  of the voting  stock  and/or  outstanding
equity of GMAC Mortgage  Corporation  directly or  indirectly,  or if the credit
rating of GMAC is reduced to below "A3" by Moody's,  the Servicer shall,  within
60 days of any such event or reduction, at its own expense,  complete and submit
for recording in the  appropriate  public  office for real property  records the
Assignments  of Mortgage for each  Mortgage Loan located in Florida or Maryland;

                                       40
<PAGE>

provided that (i) no such  recordation  will be required in any state where,  in
the opinion of counsel acceptable to the Trustee, such recording is not required
to protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent  transferee  or  any  creditor  of  the  Seller;  and  (ii)  no  such
recordation  will  be  required  if the  Trustee  shall  have  received  written
confirmation from Moody's that non-recordation will not cause a downgrade in the
then-current  rating from Moody's  (without  giving effect to the MBIA Policy in
the case of the Insured  Certificates).  While such assignment to be recorded is
being recorded,  the Custodian shall retain a photocopy of such  assignment.  If
any  assignment is lost or returned  unrecorded to the Custodian  because of any
defect therein, the Servicer shall prepare a substitute  assignment or cure such
defect,  as the case may be, and the Servicer shall cause such  assignment to be
recorded in accordance with this paragraph.

(h) If (i) the Custodian is an Affiliate of GMAC Mortgage  Corporation  and (ii)
either  (A) GMAC no  longer  controls  GMAC  Mortgage  Corporation  directly  or
indirectly,  or no longer owns a majority of the voting stock and/or outstanding
equity of GMAC Mortgage Corporation directly or indirectly, or (B) if the credit
rating of GMAC is reduced to below "A2" by Moody's, the Trustee shall,  promptly
upon  receipt of notice or actual  knowledge  of the events  described in clause
(ii) above, either (1) replace such Affiliated  Custodian with another Custodian
that is not an Affiliate of GMAC Mortgage  Corporation  in  accordance  with the
terms of the Custodial  Agreement,  or (2) assume the duties and  obligations of
the  Custodian;  provided  that no such  termination  shall be  required  if the
Trustee shall have received written  confirmation  from Moody's that the failure
to replace such Custodian will not cause a withdrawal or reduction of the rating
on any Class of Certificates below the then-current  ratings on the Certificates
by Moody's  (without giving effect to the MBIA Policy in the case of the Insured
Certificates).  The Servicer shall  promptly  notify the Trustee and MBIA of the
occurrence of any of the events described in clause (ii) above.

Section 2.02...Acceptance by Trustee.

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

        The Trustee agrees, for the benefit of the  Certificateholders and MBIA,
to cause the  Custodian  to review each  Mortgage  File on or before the Closing
Date to verify that such  Mortgage  File includes a Mortgage Note and to execute
and deliver, or cause to be executed and delivered,  to the Seller, the Trustee,
the Servicer and MBIA an initial certification substantially in the form annexed
hereto as Exhibit M. Pursuant to the  Custodial  Agreement,  in conducting  such
review,  the Custodian is required to ascertain  whether all required  documents
have been executed and received, and whether those documents relate,  determined
on the basis of the Mortgagor name,  original principal balance and loan number,
to the Mortgage  loans it has  received.  Neither the  Custodian nor the Trustee
shall be under  any duty or  obligation  to  inspect,  review  or  examine  said
documents, instruments,  certificates or other papers to determine that the same
are genuine, enforceable or appropriate for the represented purpose or that they
have actually been  recorded,  or are in recordable  form or that they are other
than what they purport to be on their face.


                                       41
<PAGE>

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

        If, in the process of reviewing  the Mortgage  Files and  preparing  the
certifications  referred to above, the Custodian finds any document or documents
constituting  a part  of a  Mortgage  File to be  missing  or  defective  in any
material respect, the Custodian is required pursuant to the Custodial Agreement,
to notify the Trustee,  MBIA, the Company and the Seller,  and the Trustee shall
request  that the Seller  cure any such  defect  within 90 days from the date on
which the Seller was  notified of such  defect,  and if the Seller does not cure
such defect in all  material  respects  during such  period,  the Trustee  shall
request  on  behalf  of  the  Certificateholders  that  the  Seller  either  (i)
substitute for such Mortgage Loan a Qualified  Substitute  Mortgage Loan,  which
substitution  shall be  accomplished in the manner and subject to the conditions
set forth in Section  2.04,  or (ii)  purchase such Mortgage Loan from the Trust
Fund at the Purchase Price within 90 days after the date on which the Seller was
notified of such defect;  provided  that if such defect would cause the Mortgage
Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of
the Code, any such cure,  substitution  or repurchase  must occur within 90 days
from the date such breach was  discovered.  It is understood and agreed that the
obligation  of the Seller to cure a material  defect in, or  substitute  for, or
purchase  any  Mortgage  Loan as to which a material  defect in or omission of a
constituent  document  exists shall  constitute the sole remedy  respecting such
defect or omission available to  Certificateholders  or the Trustee on behalf of
Certificateholders.  The Purchase Price for the purchased Mortgage Loan shall be
deposited or caused to be  deposited  upon receipt by the Trustee in the Payment
Account, or upon receipt by the Servicer in the Custodial Account.  Upon receipt
by the Trustee of written  notification  of such  deposit  signed by a Servicing
Officer,  the  Trustee  shall  release or cause to be released to the Seller the
related Mortgage File and shall execute and deliver such instruments of transfer
or  assignment,  in each case without  recourse,  as the Seller shall require as
necessary to vest in the Seller ownership of any Mortgage Loan released pursuant
hereto and at such time the Trustee  shall have no further  responsibility  with
respect to the related Mortgage File.

        In  furtherance  of the  foregoing,  if the  Subservicer  or Seller that
repurchases  the  Mortgage  Loan is not a  member  of MERS and the  Mortgage  is
registered on the MERS(R) System,  the Servicer,  at its own expense and without
any  right  of  reimbursement,  shall  cause  MERS to  execute  and  deliver  an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such  Subservicer  or Seller and shall cause such Mortgage to be removed from
registration   on  the  MERS(R)  System  in  accordance  with  MERS'  rules  and
regulations.

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

        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;

                                       42
<PAGE>

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

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

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

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

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

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

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

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


                                       43
<PAGE>

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

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

        In connection with the substitution of one or more Qualified  Substitute
Mortgage  Loans  for one or more  Deleted  Mortgage  Loans,  the  Servicer  will
determine  the amount (if any) by which the aggregate  principal  balance of all
such Qualified  Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated  Principal  Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments

                                       44
<PAGE>

due  in  the  month  of   substitution   that  are  to  be  distributed  to  the
Certificateholders in the month of substitution). The Servicer shall deposit the
amount of such shortfall  received for the Seller into the Custodial  Account on
the day of  substitution.  The  Servicer  shall  give  notice in  writing to the
Trustee  of such  event,  which  notice  shall be  accompanied  by an  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 the  REMIC  to fail to
qualify as such at any time that any Certificate is outstanding.

        It is  understood  and agreed that the  obligation of the Seller to cure
such breach or purchase (or to  substitute  for) such  Mortgage Loan as to which
such a breach has occurred and is continuing  shall  constitute  the sole remedy
respecting  such breach  available to the  Certificateholders  or the Trustee on
behalf of Certificateholders. In connection with the purchase of or substitution
for any such Mortgage Loan by the Seller, the Trustee shall assign to the Seller
all of the  right,  title and  interest  in respect  of the  Purchase  Agreement
applicable to such Mortgage Loan.

Section 2.05...Execution and Authentication of Certificates.

        The Trustee  acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage  Files to the  Custodian on its behalf,  subject to
any  exceptions  noted,  together with the  assignment to it of all other assets
included  in the Trust Fund  and/or the  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.

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.

                                       45
<PAGE>

                                ARTICLE III....

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01...Servicer to Act as Servicer.

(a) The Servicer  shall service and  administer the Mortgage Loans in accordance
with the terms of this Agreement and the respective Mortgage Loans, shall follow
such  practices and  procedures  as it shall deem  necessary or advisable and as
shall be normal and usual in its  general  mortgage  servicing  activities,  and
shall have full power and  authority,  acting alone or through  Subservicers  as
provided in Section 3.02,  to do any and all things which it may deem  necessary
or desirable in  connection  with such  servicing  and  administration.  Without
limiting the generality of the foregoing, the Servicer in its own name or in the
name of a Subservicer is hereby authorized and empowered by the Trustee when the
Servicer or the Subservicer,  as the case may be, believes it appropriate in its
best judgment, to execute and deliver, on behalf of the  Certificateholders  and
the  Trustee  or any of  them,  any  and  all  instruments  of  satisfaction  or
cancellation,  or of partial  or full  release  or  discharge,  or of consent to
assumption or  modification  in  connection  with a proposed  conveyance,  or of
assignment of any Mortgage and Mortgage Note in connection  with the  repurchase
of a Mortgage Loan and all other comparable instruments,  or with respect to the
modification  or  re-recording  of a Mortgage for the purpose of correcting  the
Mortgage,  the  subordination  of the lien of the  Mortgage in favor of a public
utility company or government agency or unit with powers of eminent domain,  the
taking  of a deed in lieu  of  foreclosure,  the  commencement,  prosecution  or
completion  of  judicial  or  non-judicial  foreclosure,  the  conveyance  of  a
Mortgaged  Property to the related  Insurer,  the  acquisition  of any  property
acquired  by  foreclosure  or deed in lieu of  foreclosure,  or the  management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of  foreclosure  with  respect  to the  Mortgage  Loans and with  respect to the
Mortgaged  Properties.  The Servicer  further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the  Subservicer,  when the Servicer or the  Subservicer,  as the
case may be,  believes it  appropriate  in its best  judgment  to  register  any
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

                                       46
<PAGE>

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.

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

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<PAGE>

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.

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

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

(b) The  Servicer  shall,  upon request of the Trustee but at the expense of the
Servicer,  deliver to the assuming  party all documents and records  relating to
each  Subservicing  Agreement and the Mortgage  Loans then being serviced and an
accounting  of  amounts  collected  and  held by it and  otherwise  use its best
efforts  to effect the  orderly  and  efficient  transfer  of each  Subservicing
Agreement to the assuming party.

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

(a) The Servicer shall make  reasonable  efforts to collect all payments  called
for under the terms and  provisions  of the Mortgage  Loans,  and shall,  to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions  of any related  Primary  Insurance  Policy,  follow such  collection
procedures as it would employ in its good faith business  judgment and which are
normal and usual in its general mortgage servicing  activities.  Consistent with
the  foregoing,  the Servicer may in its  discretion  (i) waive any late payment
charge or any  prepayment  charge or penalty  interest  in  connection  with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Note for a period not greater than 180 days;  provided,  however,  that
the Servicer  shall first  determine  that any such waiver or extension will not
impair the  coverage  of any  related  Primary  Insurance  Policy or  materially
adversely  affect  the lien of the  related  Mortgage.  In the event of any such
arrangement,  the Servicer  shall make timely  advances on the related  Mortgage
Loan during the scheduled period in accordance with the amortization schedule of

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<PAGE>

such Mortgage Loan without  modification  thereof by reason of such arrangements
unless  otherwise  agreed  to by the  Holders  of the  Classes  of  Certificates
affected thereby; provided, however, that no such extension shall be made if any
such advance would be a  Nonrecoverable  Advance.  Consistent  with the terms of
this  Agreement,  the  Servicer  may also waive,  modify or vary any term of any
Mortgage Loan or consent to the postponement of strict  compliance with any such
term or in any manner grant  indulgence  to any  Mortgagor if in the  Servicer's
determination  such waiver,  modification,  postponement  or  indulgence  is not
materially  adverse to the  interests  of the  Certificateholders  (taking  into
account any  estimated  Realized  Loss that might  result  absent such  action);
provided,  however,  that the Servicer may not modify  materially  or permit any
Subservicer  to modify any  Mortgage  Loan,  including  without  limitation  any
modification  that would  change the Mortgage  Rate,  forgive the payment of any
principal or interest  (unless in connection with the liquidation of the related
Mortgage Loan or except in connection  with  prepayments to the extent that such
reamortization  is not  inconsistent  with the terms of the Mortgage  Loan),  or
extend the final maturity date of such Mortgage Loan,  unless such Mortgage Loan
is in default or, in the judgment of the  Servicer,  such default is  reasonably
foreseeable;  and provided,  further, that no such modification shall reduce the
interest  rate on a  Mortgage  Loan below the sum of the Pool Strip Rate and the
Servicing Fee Rate. In connection  with any  Curtailment of a Mortgage Loan, the
Servicer, to the extent not inconsistent with the terms of the Mortgage Note and
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  2001-J3."  Each  Custodial  Account  shall be an Eligible  Account.  The
Custodial  Account  shall be maintained  as a segregated  account,  separate and
apart from trust funds created for mortgage  pass-through  certificates of other
series, and the other accounts of the Servicer.

        Within two Business  Days of receipt,  except as otherwise  specifically
provided  herein,  the  Servicer  shall  deposit  or cause to be  deposited  the
following payments and collections remitted by subservicers or received by it in
respect of the  Mortgage  Loans  subsequent  to the Cut-off  Date (other than in
respect of principal  and interest due on such  Mortgage  Loans on or before the
Cut-off Date) and the following amounts required to be deposited hereunder:

(i)            All  payments  on  account  of  principal,   including  Principal
               Prepayments  made by  Mortgagors  on the  Mortgage  Loans and the
               principal  component  of any  Subservicer  Advance  or of any REO
               Proceeds received in connection with an REO Property for which an
               REO Disposition has occurred;

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<PAGE>

(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);

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

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

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

The  foregoing  requirements  for  deposit  in the  Custodial  Account  shall be
exclusive,  it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund  (consisting  of  payments  in respect of  principal  and  interest  on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment  charges or late payment charges or assumption fees may
but need not be deposited by the Servicer in the Custodial Account. In the event
any  amount  not  required  to be  deposited  in  the  Custodial  Account  is so
deposited,  the Servicer may at any time withdraw such amount from the Custodial
Account,  any  provision  herein to the contrary  notwithstanding.  The Servicer
shall  maintain  records  with  respect to all  deposits  made  pursuant to this
Section. All funds deposited in the Custodial Account shall be held in trust for
the Certificateholders until withdrawn in accordance with Section 3.10.

        With respect to Insurance Proceeds,  Liquidation Proceeds,  REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03,  2.04 and 4.07 received in any calendar  month,  the Servicer may elect to
treat such  amounts as included  in the  Available  Distribution  Amount for the
Distribution Date in the month of receipt, but is not obligated to do so. If the
Servicer so elects,  such amounts will be deemed to have been  received (and any
related  Realized Loss shall be deemed to have  occurred) on the last day of the
month prior to the receipt thereof.

(c) The Servicer shall use its best efforts to cause the institution maintaining
the Custodial Account to invest the funds in the Custodial Account  attributable
to the Mortgage Loans in Permitted Investments which shall mature not later than
the Payment  Account  Deposit Date next  following  the date of such  investment
(with the exception of the Amount Held for Future  Distribution) and which shall
not be sold or  disposed  of prior  to their  maturities.  All  income  and gain
realized  from any such  investment  shall be for the benefit of the Servicer as

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<PAGE>

additional  servicing  compensation  and shall be subject to its  withdrawal  or
order from time to time.  The amount of any  losses  incurred  in respect of any
such  investments  attributable  to the  investment of amounts in respect of the
Mortgage  Loans shall be deposited in the Custodial  Account by the Servicer out
of its own funds immediately as realized without any right of reimbursement.

Section 3.08...Subservicing Accounts; Servicing Accounts.

(a) In those cases where a Subservicer  is servicing a Mortgage Loan pursuant to
a Subservicing Agreement, the Servicer shall cause the Subservicer,  pursuant to
the Subservicing  Agreement,  to establish and maintain one or more Subservicing
Accounts  which  shall be an  Eligible  Account  or, if such  account  is not an
Eligible  Account,  shall be acceptable to the Servicer and each Rating  Agency.
The  Subservicer  will be  required  thereby  to deposit  into the  Subservicing
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  2001-J3."  Withdrawals of amounts related to the Mortgage
Loans from the Servicing  Accounts may be made only to effect timely  payment of
taxes,  assessments,   hazard  insurance  premiums,   Primary  Insurance  Policy
premiums,  if  applicable,  or  comparable  items,  to reimburse the Servicer or
Subservicer  out of  related  collections  for any  payments  made  pursuant  to
Sections 3.11 (with respect to the Primary  Insurance  Policy) and 3.12(a) (with
respect to hazard  insurance),  to refund to any  Mortgagors  any sums as may be
determined  to be overages,  to pay  interest,  if required,  to  Mortgagors  on
balances  in the  Servicing  Account  or to clear and  terminate  the  Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing  duties,  the Servicer shall, and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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<PAGE>

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

        If   compliance   with  this  Section  3.09  shall  make  any  Class  of
Certificates  legal  for  investment  by  federally  insured  savings  and  loan
associations,  the Servicer shall provide, or cause the Subservicers to provide,
to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory
agents and examiners thereof access to the documentation  regarding the Mortgage
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);

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<PAGE>

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

(vii)          to  reimburse   itself  or  the  related   Subservicer   for  any
               Nonrecoverable  Advance  or  Advances  in the  manner  and to the
               extent  provided in  subsection  (c) below,  any Advance  made in
               connection  with a  modification  of a  Mortgage  Loan that is in
               default  or,  in  the  judgment  of  the  Servicer,   default  is
               reasonably foreseeable pursuant to Section 3.07(a), to the extent
               the  amount  of the  Advance  has been  added to the  outstanding
               principal   balance  of  the  Mortgage   Loan,   or  any  Advance
               reimbursable to the Servicer pursuant to Section 4.02(a);

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

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

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

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

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

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<PAGE>

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

(a) The Servicer  shall not take, or permit any  Subservicer to take, any action
which would result in non-coverage under any applicable Primary Insurance Policy
of any loss which,  but for the actions of the  Servicer or  Subservicer,  would
have been covered thereunder.  To the extent coverage is available, the Servicer
shall  keep or cause to be kept in full  force and  effect a  Primary  Insurance
Policy  in the  case of each  Mortgage  Loan  having  a  Loan-to-Value  Ratio at
origination  in  excess of 80%,  until  the  principal  balance  of the  related
Mortgage  Loan secured by a Mortgaged  Property is reduced to 80% or less of the
appraised  value based on the most recent  appraisal of the  Mortgaged  Property
performed by a qualified appraiser, such appraisal to be included in the related
servicing  file.  The  Servicer  shall  not  cancel  or refuse to renew any such
Primary  Insurance  Policy  applicable  to a  Nonsubserviced  Mortgage  Loan, or
consent to any  Subservicer  canceling  or  refusing  to renew any such  Primary
Insurance  Policy  applicable to a Mortgage Loan  subserviced  by it, that is in
effect at the date of the initial  issuance of the  Certificates and is required
to be kept in force hereunder  unless the replacement  Primary  Insurance Policy
for such  canceled or  non-renewed  policy is  maintained  with an insurer whose
claims-paying   ability  is  acceptable  to  each  Rating  Agency  for  mortgage
pass-through  certificates  having a rating equal to or better than the lower of
the  then-current  rating or the rating  assigned to the  Certificates as of the
Closing  Date by such  Rating  Agency.  In  connection  with any  assumption  or
substitution  agreement  entered into or to be entered into  pursuant to Section
3.13, the Servicer shall promptly  notify the insurer under the related  Primary
Insurance  Policy,  if any, of such  assumption or  substitution of liability in
accordance with the terms of such policy and shall take all actions which may be
required by such insurer as a condition to the  continuation  of coverage  under
the Primary  Insurance Policy. If such Primary Insurance Policy is terminated as
a result of such  assumption or  substitution  of liability,  the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.

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

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

(a) The Servicer shall cause to be maintained for each Mortgage Loan (other than
a Cooperative  Loan) fire insurance with extended coverage in an amount which is
equal to the lesser of (i)(A) the greater of the principal balance owing on such
Mortgage  Loan and (B) the  percentage  such that the proceeds  thereof shall be
sufficient to prevent the application of a co-insurance clause; if the Mortgaged
Property  is in an  area  identified  in the  Federal  Register  by the  Federal
Emergency  Management  Agency  as being a  special  flood  hazard  area that has
federally-mandated  flood insurance requirements,  the Servicer will cause to be
maintained a flood  insurance  policy  meeting the  requirements  of the current
guidelines of the Federal Insurance  Administration with a generally  acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the  outstanding  principal  balance of the Mortgage Loan,  (ii) the maximum
insurable  value of the  improvements  securing  such Mortgage Loan or (iii) the
maximum  amount  of  insurance  which is  available  under  the  Flood  Disaster
Protection Act of 1973, as amended;  or (ii) 100 percent of the insurable  value
of the improvements.  The Servicer shall also cause to be maintained on property

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<PAGE>

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 by
Fannie Mae or Freddie Mac,  with  respect to the  Servicer if the Servicer  were

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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, the
Trustee  shall  execute  any  necessary   instruments  for  such  assumption  or
substitution  of  liability  as  directed in writing by the  Servicer.  Upon the

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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 that any portion of the applicable  REMIC would
not fail to continue  to qualify as a REMIC  under the Code as a result  thereof
and (subject to Section  10.01(f)) that no tax on "prohibited  transactions"  or
"contributions" after the startup day would be imposed on such REMIC as a result
thereof.  Any fee  collected  by the  Servicer  or the related  Subservicer  for
processing  such a request will be retained by the Servicer or such  Subservicer
as additional servicing compensation.

(d) Subject to any other applicable terms and conditions of this Agreement,  the
Trustee  and  Servicer  shall be entitled  to approve an  assignment  in lieu of
satisfaction  with  respect to any  Mortgage  Loan,  provided  the obligee  with
respect to such Mortgage Loan  following such proposed  assignment  provides the
Trustee and Servicer  with a "Lender  Certification  for  Assignment of Mortgage
Loan"  in the  form  attached  hereto  as  Exhibit  K,  in  form  and  substance
satisfactory to the Trustee and Servicer,  providing the following: (i) that the
substance of the  assignment  is, and is intended to be, a  refinancing  of such
Mortgage;  (ii) that the Mortgage Loan  following the proposed  assignment  will
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed assignment; and (iii) that
such  assignment  is at the request of the borrower  under the related  Mortgage
Loan. Upon approval of an assignment in lieu of satisfaction with respect to any
Mortgage  Loan, the Servicer shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such Mortgage Loan and the Servicer
shall treat such amount as a Principal  Prepayment  in Full with respect to such
Mortgage Loan for all purposes hereof.

Section 3.14...Realization Upon Defaulted Mortgage Loans.

(a) The Servicer shall foreclose upon or otherwise comparably convert (which may
include an REO  Acquisition)  the ownership of  properties  securing such of the
Mortgage  Loans  as come  into  and  continue  in  default  and as to  which  no
satisfactory  arrangements  can be made for  collection of  delinquent  payments
pursuant  to  Section  3.07.  In  connection  with  such  foreclosure  or  other
conversion,  the  Servicer  shall,  consistent  with Section  3.11,  follow such
practices and  procedures as it shall deem  necessary or advisable,  as shall be
normal and usual in its general mortgage servicing activities, as shall meet the
requirements of the Insurer under any Required Insurance Policy, and as shall be
consistent  with the  provisions  of this  Agreement.  With  respect  to any REO
Property,  the  deed or  certificate  of sale  shall be taken in the name of the
Trustee for the benefit of the Certificateholders,  or its nominee, on behalf of
the Certificateholders.  The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual capacity.
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

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connection  with  any  foreclosure,   or  attempted  foreclosure  which  is  not
completed,  or towards the restoration of any property unless it shall determine
(i) that such  restoration  and/or  foreclosure  will  increase  the proceeds of
liquidation  of the  Mortgage  Loan to  Holders of  Certificates  of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses or charges will be recoverable to it through Liquidation Proceeds,
Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for
purposes of  withdrawals  from the Custodial  Account  pursuant to Section 3.10,
whether or not such expenses and charges are actually  recoverable  from related
Liquidation Proceeds,  Insurance Proceeds or REO Proceeds). In the event of such
a determination by the Servicer  pursuant to this Section 3.14(a),  the Servicer
shall be entitled to  reimbursement of such amounts pursuant to Section 3.10. If
the  Servicer  has  knowledge  that a Mortgaged  Property  which the Servicer is
contemplating  acquiring in  foreclosure  or by deed in lieu of  foreclosure  is
located within a one (1) mile radius of any site listed in the Expenditure  Plan
for the  Hazardous  Substance  Clean  Up Bond  Act of 1984 or  other  site  with
environmental or hazardous waste risks known to the Servicer, the Servicer will,
prior to acquiring  the  Mortgaged  Property,  consider such risks and only take
action in accordance with its established environmental review procedures.

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

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

(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

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

(c) If the Trust Fund  acquires  any REO  Property as  aforesaid or otherwise in
connection  with a default or imminent  default on a Mortgage Loan, the Servicer
on behalf of the Trust Fund shall dispose of such REO Property within three full
years after the taxable year of its  acquisition  by the Trust Fund for purposes
of Section  860G(a)(8)  of the Code (or such shorter  period as may be necessary
under  applicable  state (including any state in which such property is located)
law to  maintain  the status of any portion of the  applicable  REMIC as a REMIC
under  applicable state law and avoid taxes resulting from such property failing
to be foreclosure property under applicable state law) or, at the expense of the
Trust Fund, request, more than 60 days before the day on which such grace period
would  otherwise  expire,  an extension of such grace period unless the Servicer
(subject  to Section  10.01(f))  obtains  for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Servicer, to the effect that the holding by the
Trust Fund of such REO Property subsequent to such period will not result in the
imposition of taxes on "prohibited  transactions"  as defined in Section 860F of
the Code or  cause  the  applicable  REMIC to fail to  qualify  as a REMIC  (for
federal (or any applicable State or local) income tax purposes) at any time that
any Certificates  are outstanding,  in which case the Trust Fund may continue to
hold such REO Property  (subject to any conditions  contained in such Opinion of
Counsel).  The Servicer  shall be entitled to be  reimbursed  from the Custodial
Account for any costs incurred in obtaining such Opinion of Counsel, as provided
in Section 3.10.  Notwithstanding any other provision of this Agreement,  no REO
Property  acquired  by the Trust Fund shall be rented (or allowed to continue to
be rented) or otherwise  used by or on behalf of the Trust Fund in such a manner
or  pursuant  to any terms  that would (i) cause  such REO  Property  to fail to
qualify as "foreclosure  property"  within the meaning of Section  860G(a)(8) of
the Code or (ii) subject the Trust Fund to the  imposition of any federal income
taxes on the income earned from such REO  Property,  including any taxes imposed
by reason of Section  860G(c) of the Code,  unless  the  Servicer  has agreed to
indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.

(d) The  proceeds  of any Cash  Liquidation,  REO  Disposition  or  purchase  or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation  Proceeds,  Insurance
Proceeds or REO Proceeds,  will be applied in the  following  order of priority:
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

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

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

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

(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Servicer of a notification  that payment in full will be escrowed
in a manner customary for such purposes,  the Servicer will  immediately  notify
the Custodian, if any, or the Trustee (if it holds the related Mortgage File) by
delivery  of a Request for Release  substantially  in one of the forms  attached
hereto as Exhibit F requesting delivery to it of the Mortgage File. The Servicer
is  authorized  to  execute  and  deliver  to  the  Mortgagor  the  request  for
reconveyance,  deed of  reconveyance  or release or  satisfaction of mortgage or
such instrument  releasing the lien of the Mortgage,  together with the Mortgage
Note with, as appropriate, written evidence of cancellation thereon and to cause
the removal from the  registration on the MERS(R) System of such Mortgage and to
execute and deliver, on behalf of the Trustee and the  Certificateholders or any
of them, any and all  instruments of  satisfaction or cancellation or of partial
or full  release.  No expenses  incurred in  connection  with any  instrument of
satisfaction  or deed of  reconveyance  shall  be  chargeable  to the  Custodial
Account or the Payment Account.

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

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event of the  liquidation of any such Mortgage  Loan, the Custodian,  if any, or
the Trustee  shall  deliver the Request for Release with respect  thereto to the
Servicer  upon  deposit of the related  Liquidation  Proceeds  in the  Custodial
Account.

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

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

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

(a) The  Servicer,  as  compensation  for its  activities  hereunder,  shall  be
entitled  to receive  on each  Distribution  Date the  amounts  provided  for by
clauses  (iii),  (iv),  (v) and (vi) of Section  3.10(a),  subject to clause (e)
below. The amount of servicing  compensation  provided for in such clauses shall
be accounted for on a Mortgage  Loan-by-Mortgage  Loan basis.  In the event that
Liquidation  Proceeds,  Insurance  Proceeds  and REO  Proceeds  (net of  amounts
reimbursable  therefrom  pursuant to Section  3.10(a)(ii))  in respect of a Cash
Liquidation  or REO  Disposition  exceed  the unpaid  principal  balance of such

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Mortgage  Loan plus  unpaid  interest  accrued  thereon  (including  REO Imputed
Interest)  at a per annum rate equal to the  related Net  Mortgage  Rate (or the
Modified  Net  Mortgage  Rate in the  case of a  Modified  Mortgage  Loan),  the
Servicer  shall be entitled to retain  therefrom and to pay to itself and/or the
related   Subservicer,   any  Foreclosure  Profits  and  any  Servicing  Fee  or
Subservicing Fee considered to be accrued but unpaid.

(b)  Additional  servicing  compensation  in the  form  of  prepayment  charges,
assumption  fees,  late  payment  charges,  investment  income on amounts in the
Custodial  Account  or  otherwise  shall  be  retained  by the  Servicer  or the
Subservicer to the extent provided herein, subject to clause (e) below.

(c) The  Servicer  shall be required to pay, or cause to be paid,  all  expenses
incurred by it in connection with its servicing  activities hereunder (including
payment of premiums for the Primary  Insurance  Policies,  if any, to the extent
such  premiums  are not required to be paid by the related  Mortgagors,  certain
expenses of the Trustee as provided in Section  8.05,  and the fees and expenses
of any Custodian) and shall not be entitled to reimbursement  therefor except as
specifically provided in Sections 3.10 and 3.14.

(d)  The  Servicer's  right  to  receive  servicing   compensation  may  not  be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Servicer under this Agreement.

(e)  Notwithstanding any other provision herein, the amount of the Servicing Fee
that the Servicer shall be entitled to receive for its activities  hereunder for
the period  ending on each  Distribution  Date  shall be reduced  (but not below
zero) by an amount equal to Compensating Interest (if any) for such Distribution
Date.  In  making  such  reduction,  the  Servicer  will not  withdraw  from the
Custodial Account any such amount representing all or a portion of the Servicing
Fee to which it is entitled pursuant to Section 3.10(a)(iii).

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

        Within 15 days after each  Distribution  Date,  the  Trustee  shall,  in
accordance  with  industry  standards,  file with the  Securities  and  Exchange
Commission  (the  "Commission")  via the Electronic Data Gathering and Retrieval
System   (EDGAR),   a  Form   8-K   with  a  copy  of  the   statement   to  the
Certificateholders  for such Distribution  Date as an exhibit thereto.  Prior to
January 31, 2002, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
Prior to March 30,  2002,  the  Trustee  shall  file a Form 10-K,  in  substance
conforming to industry  standards,  with respect to the Trust Fund.  The Company
hereby  grants to the  Trustee a limited  power of  attorney to execute and file
each such  document  on behalf of the  Company.  Such  power of  attorney  shall
continue until either the earlier of (i) receipt by the Trustee from the Company
of written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Company agrees to promptly furnish to the Trustee,  from time to
time upon request,  such further information,  reports, and financial statements
within its  control  related to this  Agreement  and the  Mortgage  Loans as the
Trustee  reasonably deems  appropriate to prepare and file all necessary reports
with the Commission.  The Trustee shall have no responsibility to file any items
other than those specified in this section.

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Section 3.18...Annual Statement as to Compliance.

        The Servicer  shall  deliver to the Seller,  the Trustee,  MBIA and each
Rating Agency on or before 90 days after the end of the Servicer's  fiscal year,
commencing  with  its  fiscal  year  ending  December  31,  2001,  an  Officer's
Certificate  stating,  as to  the  signer  thereof,  that  (i) a  review  of the
activities  of the  Servicer  during  the  preceding  calendar  year  and of the
performance  of the  Servicer  under  this  Agreement  has been made  under such
officer's supervision and (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout  such year, or, if there has been a default in the fulfillment of any
such  obligation,  specifying  each such  default  known to such officer and the
nature and status thereof except for such defaults as such officer in his or her
good faith judgment believes to be immaterial.

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

        On or  before  90 days  after  the end of the  Servicer's  fiscal  year,
commencing  with its 2001 fiscal year, the Servicer at its expense shall cause a
firm of independent  public  accountants  (who may also render other services to
the  Servicer,  the Seller or any  affiliate  thereof)  which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee,  MBIA and the Seller to the effect that such firm has examined  certain
documents and records relating to the Servicer's  servicing of mortgage loans of
the  same  type  as  the  Mortgage  Loans   pursuant  to  servicing   agreements
substantially  similar to this  Agreement,  which  agreements  may include  this
Agreement,   and  that,  on  the  basis  of  such  an   examination,   conducted
substantially  in compliance  with the Uniform  Single  Attestation  Program for
Mortgage Bankers,  such firm is of the opinion that the Servicer's servicing has
been  conducted in  compliance  with the  agreements  examined  pursuant to this
Section,  except  for (i) such  exceptions  as such  firm  shall  believe  to be
immaterial,  and (ii)  such  other  exceptions  as  shall  be set  forth in such
statement.  Copies of such  statement  shall be  provided  by the Trustee to any
Certificateholder  upon  request  at  the  Servicer's  expense,   provided  such
statement is delivered to the Trustee.

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

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

Section 3.21...Administration of Buydown Funds.

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

(b) If the  Mortgagor  on a  Buydown  Mortgage  Loan  prepays  such  loan in its
entirety  during  the period  (the  "Buydown  Period")  when  Buydown  Funds are
required  to be  applied to such  Buydown  Mortgage  Loan,  the  Servicer  shall
withdraw from the Buydown  Account and remit any Buydown Funds  remaining in the
Buydown Account in accordance with the related buydown agreement.  The amount of
Buydown  Funds  which may be  remitted in  accordance  with the related  buydown

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

                                ARTICLE IV.....

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01...Payment Account.

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

(b) The Trustee may invest,  or cause the  institution  maintaining  the Payment
Account to  invest,  or hold  uninvested,  the funds in the  Payment  Account in
Permitted  Investments  designated in the name of the Trustee for the benefit of
the  Certificateholders,  which  shall  mature or be payable on demand not later
than the Business Day next  preceding the  Distribution  Date next following the
date of such investment  (except that (i) any investment in the institution with
which the Payment  Account is  maintained  may mature or be payable on demand on
such Distribution Date and (ii) any other investment may mature or be payable on
demand on such  Distribution  Date if the Trustee  shall  advance  funds on such
Distribution  Date  to  the  Payment  Account  in the  amount  payable  on  such
investment on such  Distribution  Date,  pending  receipt  thereof to the extent
necessary to make  distributions on the  Certificates)  and shall not be sold or
disposed  of prior to  maturity.  All  income  and gain  realized  from any such
investment or from  uninvested  balances in the Payment Account shall be for the
benefit of the Trustee and shall be subject to its withdrawal or order from time
to time.  The amount of any losses  incurred in respect of any such  investments
shall be  deposited  in the Payment  Account by the Trustee out of its own funds
immediately as realized without any right of reimbursement.

Section 4.02...Distributions.

(a) On each  Distribution Date (x) the Trustee or (y) the Paying Agent appointed
by the Trustee, shall distribute first to MBIA the Insurance Premium,  second to
the Trustee,  payment for any servicing  transfer  expenses  reimbursable to the
Trustee pursuant to Section  7.02(a),  and that have not been paid or reimbursed
to the  Trustee  by the  Servicer,  third  to the  Servicer,  in the  case  of a
distribution  pursuant to Section  4.02(a)(iii) below, the amount required to be

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distributed  to the Servicer or a Subservicer  pursuant to Section  4.02(a)(iii)
below,  and  fourth to each  Certificateholder  of record on the next  preceding
Record  Date  (other  than as  provided  in Section  9.01  respecting  the final
distribution)  either  in  immediately  available  funds  (by wire  transfer  or
otherwise)  to the account of such  Certificateholder  at a bank or other entity
having  appropriate  facilities  therefor,  if  such  Certificateholder  has  so
notified  the  Trustee  or the  Paying  Agent,  as the case may be,  or, if such
Certificateholder  has not so notified  the  Trustee or the Paying  Agent by the
Record Date,  by check mailed to such  Certificateholder  at the address of such
Holder  appearing in the  Certificate  Register such  Certificateholder's  share
(which share with respect to each Class of  Certificates,  shall be based on the
aggregate  of  the  Percentage  Interests  represented  by  Certificates  of the
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:

(i)  to the Senior Certificates on a pro rata basis based on Accrued Certificate
     Interest  payable on such  Certificates  with respect to such  Distribution
     Date, Accrued Certificate Interest on such Classes of Certificates for such
     Distribution Date, plus any Accrued Certificate  Interest thereon remaining
     unpaid from any previous  Distribution  Date except as provided in the last
     paragraph of this Section 4.02(a) plus, to any Insured Certificate, and any
     amounts paid under the MBIA Policy  pursuant to Section 11.02, in each case
     in respect of interest on such Class; and

(ii) to the Senior  Certificates,  in the  priorities  and  amounts set forth in
     Section  4.02(b)  through (d), the sum of the following  (applied to reduce
     the  Certificate  Principal  Balances  of  such  Senior  Certificates,   as
     applicable):

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

     (1)  the principal  portion of each Monthly  Payment due during the related
          Due Period on each Outstanding  Mortgage Loan, whether or not received
          on or prior to the related  Determination  Date,  minus the  principal
          portion  of any Debt  Service  Reduction,  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; and

     (3)  the principal portion of all other unscheduled collections (other than
          Principal Prepayments in Full and Curtailments and amounts received in
          connection  with a Cash  Liquidation or REO  Disposition of a Mortgage
          Loan described in Section 4.02(a)(ii)(B), including without limitation

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          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;

(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  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;

(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;

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

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

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

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

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<PAGE>

(v)            to the Holders of the Class M-1 Certificates,  an amount equal to
               the Subordinate  Principal  Distribution Amount for such Class of
               Certificates for such Distribution  Date, 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
               the Subordinate  Principal  Distribution Amount for such Class of
               Certificates for such Distribution  Date, 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
               the Subordinate  Principal  Distribution Amount for such Class of
               Certificates for such Distribution  Date, applied in reduction of
               the Certificate Principal Balance of the Class M-3 Certificates;

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

(xi)           to the Holders of the Class B-1 Certificates,  an amount equal to
               the Subordinate  Principal  Distribution Amount for such Class of
               Certificates for such Distribution  Date, 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
               the Subordinate  Principal  Distribution Amount for such Class of
               Certificates for such Distribution  Date, 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
               the Accrued  Certificate  Interest thereon for such  Distribution
               Date, plus any Accrued  Certificate  Interest  thereon  remaining
               unpaid from any previous Distribution Date;

(xv)           to the Holders of the Class B-3 Certificates,  an amount equal to
               the Subordinate  Principal  Distribution Amount for such Class of
               Certificates for such Distribution Date;

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<PAGE>

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

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

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

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

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

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

     (i)  the Senior Principal  Distribution  Amount shall be distributed to the
          Lockout  Certificates  in  reduction  of  the  Certificate   Principal
          Balances  thereof,  in an amount  equal to the sum of (A) the  Lockout
          Percentage of the Lockout  Certificates' pro rata share,  based on the
          Certificate  Principal  Balance  thereof  relative  to  the  aggregate
          Certificate  Principal  Balance of all classes of  certificates of the
          aggregate of the  collections  described in clause (ii) (B),  (C), (D)
          and  (E)  of  Section  4.02(a)  without   application  of  the  Senior
          Percentage  and Senior  Accelerated  Distribution  Percentage  and (B)
          prior  to  the  Distribution  Date  in  July  2006,  $0 and  for  each
          Distribution  Date  thereafter,  the  Lockout  Certificates'  pro rata
          share, based on the Certificate  Principal Balance thereof relative to
          the  aggregate   Certificate  Principal  Balance  of  all  classes  of
          Certificates of the aggregate of the  collections  described in clause
          (ii)  (A)  of  Section  4.02(a)  without  application  of  the  Senior
          Percentage;

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<PAGE>

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

     (ii) an amount  equal to the balance of the Senior  Principal  Distribution
          Amount remaining after the distributions,  if any, described in clause
          (i)  above  shall be  distributed  sequentially  in the order of their
          numerical  designations,  to the Holders of the Class R-I Certificates
          and  R-II  Certificates,  until  the  Certificate  Principal  Balances
          thereof has been reduced to zero;

     (iii)concurrently,  (A) an amount equal to 50.1896973655% of the balance of
          the  Senior   Principal   Distribution   Amount  remaining  after  the
          distributions,  if any,  described in clauses (i) and (ii) above shall
          be distributed to the Class A-1  Certificates,  until the  Certificate
          Principal  Balance  thereof  has been  reduced to zero,  (B) an amount
          equal  to  14.5439919376%  of  the  balance  of the  Senior  Principal
          Distribution  Amount  remaining  after  the  distributions,   if  any,
          described in clauses (i) and (ii) above shall be  distributed to Class
          A-14 Certificates, until the Certificate Principal Balance thereof has
          been reduced to zero, and (C) an amount equal to 35.2663106969% of the
          balance of the Senior  Principal  Distribution  Amount remaining after
          the  distributions,  if any,  described  in clauses (i) and (ii) above
          shall be  distributed  sequentially  to the Class  A-2 and Class  A-13
          Certificates,  in that  order,  in each  case  until  the  Certificate
          Principal Balance thereof has been reduced to zero;

     (iv) concurrently,  (A) an amount equal to  2.3861180520% of the balance of
          the  Senior   Principal   Distribution   Amount  remaining  after  the
          distributions,  if any,  described in clauses (i) through  (iii) above
          shall be distributed the Class A-3 Certificates  until the Certificate
          Principal  Balance  thereof  has been  reduced to zero,  (B) an amount
          equal  to  48.8069409740%  of  the  balance  of the  Senior  Principal
          Distribution  Amount  remaining  after  the  distributions,   if  any,
          described  in clauses  (i) through  (iii)  above shall be  distributed
          sequentially  to the Class  A-5,  Class  A-6,  Class A-7 and Class A-8
          Certificates,  in that  order,  in each  case  until  the  Certificate
          Principal  Balances  thereof  have been  reduced  to zero,  and (C) an
          amount equal to  48.8069409740% of the balance of the Senior Principal
          Distribution  Amount  remaining  after  the  distributions,   if  any,
          described  in clauses  (i) through  (iii)  above shall be  distributed
          sequentially  to the Class A-9, Class A-10,  Class A-11 and Class A-12
          Certificates,  in that  order,  in each  case  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 clauses
          (i)  through   (iv)  above  shall  be   distributed   to  the  Lockout
          Certificates, until the Certificate Principal Balance thereof has been
          reduced to zero.

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Any amounts paid under the MBIA Policy  pursuant to Section  11.02 in respect of
principal  shall be  distributed  to the holders of the Classes of  Certificates
with respect to which such payments were made.

(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 shall be disregarded,  and (i)
the Senior Principal  Distribution  Amount shall be distributed to the remaining
Senior  Certificates  pro rata in accordance with their  respective  outstanding
Certificate  Principal  Balances,  and  (ii) 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 to zero but prior to the Credit Support  Depletion Date, the Senior
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 IO and Subordinate Certificates, in each case as described herein.

(e) In addition to the  foregoing  distributions,  with  respect to any Mortgage
Loan that was previously the subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that within two years of the date
on which  such  Realized  Loss was  determined  to have  occurred  the  Servicer
receives amounts, which the Servicer reasonably believes to represent subsequent
recoveries  (net of any related  liquidation  expenses),  or determines  that it
holds  surplus  amounts  previously   reserved  to  cover  estimated   expenses,
specifically  related to such  Mortgage  Loan  (including,  but not  limited to,
recoveries in respect of the  representations and warranties made by the related
Seller pursuant to the Purchase  Agreement),  the Servicer shall distribute such
amounts to the  applicable  Certificateholders  of the Class or Classes to which
such   Realized   Loss  was   allocated  (or  to  MBIA,  as  subrogee  for  such
Certificateholders, to the extent MBIA made an MBIA Insurance Payment in respect
of such  Realized  Loss),  if  applicable  (with the  amounts to be  distributed
allocated  among such Classes in the same  proportions as such Realized Loss was
allocated), and within each such Class to the Certificateholders of record as of
the Record Date immediately  preceding the date of such distribution (or if such
Class of Certificates is no longer  outstanding,  to the  Certificateholders  of
record at the time that such Realized Loss was allocated); provided that no such
distribution to any Class of Certificates of subsequent  recoveries related to a
Mortgage Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates.  Notwithstanding
the  foregoing,  no  such  distribution  shall  be  made  with  respect  to  the
Certificates of any Class to the extent that either (i) such Class was protected
against the related  Realized Loss or (ii) such Class of  Certificates  has been
deposited into a separate trust fund or other  structuring  vehicle and separate
certificates  or other  instruments  representing  interests  therein  have been
issued in one or more classes,  and any of such separate  certificates  or other
instruments  were  protected  against the related  Realized Loss pursuant to any
limited guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance  policy or similar  instrument  or a reserve  fund,  or a  combination
thereof. Any amount to be so distributed with respect to the Certificates of any
Class shall be distributed by the Servicer to the  Certificateholders  of record
as of the Record Date  immediately  preceding the date of such  distribution (i)
with  respect  to the  Certificates  of any  Class  (other  than  the  Class  IO
Certificates),  on a pro rata basis based on the Percentage Interest represented
by each  Certificate  of such Class as of such Record Date and (ii) with respect
to the  Class  IO  Certificates,  to  the  Class  IO  Certificates  in the  same
proportion  as the related  Realized  Loss was  allocated.  Any amounts to be so
distributed  shall not be remitted to or  distributed  from the Trust Fund,  and
shall constitute  subsequent  recoveries with respect to Mortgage Loans that are
no longer assets of the Trust Fund.

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(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.

(g) Except as otherwise  provided in Section 9.01,  if the Servicer  anticipates
that a final distribution with respect to any Class of Certificates will be made
on  the  next  Distribution   Date,  the  Servicer  shall,  no  later  than  the
Determination Date in the month of such final  distribution,  notify the Trustee
and the Trustee shall, no later than two (2) Business Days after 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 will be
made on such  Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
related Interest Accrual Period. In the event that  Certificateholders  required
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,  MBIA and other parties to this  Agreement via the Trustee's
internet  website a statement as to each Class of Certificates  and the Mortgage
Pool that includes the information set forth in Exhibit L 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.

(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.

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(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  a report  (the  "Remittance
Report")  to  the  Trustee  and  MBIA  in a  mutually  agreed  upon  form  of an
electromagnetic tape or disk and hard copy, or other automated transmission. The
Remittance  Report and any information  supplemental  thereto shall include such
information  with respect to the Mortgage  Loans that is required by the Trustee
for purposes of making the calculations described in Section 4.02, preparing any
requested  drawings on the MBIA Policy and preparing the statement  described in
Section 4.03, as set forth in written specifications or guidelines issued by the
Seller or the Trustee  from time to time.  The  Trustee  shall be  protected  in
relying upon the  information  set forth in the  Remittance  Report  without any
independent check or verification.

(b) On or before 2:00 P.M. New York time on each Payment  Account  Deposit Date,
the Servicer shall either (i) deposit in the Payment Account from its own funds,
or  funds  received  therefor  from the  Subservicers,  an  amount  equal to the
Advances to be made by the Servicer in respect of the related Distribution Date,
which shall be in an aggregate  amount equal to the aggregate  amount of Monthly
Payments (with each interest portion thereof adjusted to the Net Mortgage Rate),
less the amount of any related Servicing Modifications,  Debt Service Reductions
or reductions in the amount of interest  collectable from the Mortgagor pursuant
to the Relief Act, on the Outstanding Mortgage Loans as of the related Due Date,
which  Monthly  Payments  were  delinquent as of the close of business as of the
related  Determination  Date; provided that no Advance shall be made if it would
be a  Nonrecoverable  Advance,  (ii)  withdraw  from  amounts  on deposit in the
Custodial  Account and  deposit in the  Payment  Account all or a portion of the
Amount Held for Future  Distribution in discharge of any such Advance,  or (iii)
make advances in the form of any  combination  of (i) and (ii)  aggregating  the
amount of such Advance.  Any portion of the Amount Held for Future  Distribution
so used shall be replaced by the  Servicer by deposit in the Payment  Account on
or before 11:00 A.M. New York time on any future Payment Account Deposit Date to
the extent that funds  attributable  to the Mortgage Loans that are available in

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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
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

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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;
the entire  amount of such  Realized  Losses  shall be  allocated  among all the
Senior  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 Mortgage Loans shall be allocated
among the Senior 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.

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

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interest in and to such Mortgage Loan,  and all security and documents  relative
thereto.  Such assignment shall be an assignment  outright and not for security.
The Junior  Certificateholder  will  thereupon own such  Mortgage,  and all such
security and  documents,  free of any further  obligation  to the Trustee or the
Certificateholders with respect thereto.

                                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,
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

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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.

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.

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(d) No transfer,  sale,  pledge or other  disposition  of a Class B  Certificate
shall be made unless such transfer,  sale, pledge or other disposition is exempt
from the  registration  requirements  of the Securities Act of 1933, as amended,
and any applicable  state securities laws or is made in accordance with said Act
and laws.  In the event that a transfer of a Class B  Certificate  is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel  acceptable
to and in form and  substance  satisfactory  to the Trustee and the Company that
such transfer may be made pursuant to an exemption,  describing  the  applicable
exemption  and the  basis  therefor,  from  said Act and  laws or is being  made
pursuant to said Act and laws,  which Opinion of Counsel shall not be an expense
of the Trustee,  the Company or the Servicer  (except  that, if such transfer is
made by the Company or the Servicer or any Affiliate thereof, the Company or the
Servicer  shall provide such Opinion of Counsel at their own expense);  provided
that such Opinion of Counsel will not be required in connection with the initial
transfer of any such Certificate by the Company or any Affiliate  thereof to the
Company or an  Affiliate  of the Company and (B) the Trustee  shall  require the
transferee  to execute a  representation  letter,  substantially  in the form of
Exhibit H 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
will not be required in connection with any transfer of any such  Certificate by
the  Company or any  Affiliate  thereof to the  Company or an  Affiliate  of the
Company,  and  the  Trustee  shall  be  entitled  to  conclusively  rely  upon a
representation  (which,  upon the  request  of the  Trustee,  shall be a written
representation)  from  the  Company,  of the  status  of such  transferee  as an
Affiliate  of  the  Company  or  (ii)  the  prospective  transferee  of  such  a
Certificate  shall be  required  to provide  the  Trustee,  the  Company and the
Servicer  with an  investment  letter  substantially  in the form of  Exhibit  J
attached hereto (or such other form as the Company in its sole discretion  deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Servicer,  and which  investment  letter states that, among other
things,  such  transferee  (A) is a "qualified  institutional  buyer" as defined
under Rule 144A,  acting for its own account or the accounts of other "qualified
institutional  buyers"  as defined  under  Rule 144A,  and (B) is aware that the
proposed   transferor  intends  to  rely  on  the  exemption  from  registration
requirements  under the  Securities  Act of 1933,  as amended,  provided by Rule
144A. The Holder of any such  Certificate  desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee,  the Company,  the Servicer and the Certificate  Registrar  against any
liability that may result if the transfer,  sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws.

     (e)  (i)In the case of any  Class 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

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          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 (with respect to
          any Class B  Certificate)  or paragraph  fourteen of Exhibit G-1 (with
          respect to any Class R  Certificate),  which the Trustee may rely upon
          without further inquiry or investigation, or such other certifications
          as the Trustee may deem  desirable  or necessary in order to establish
          that such Transferee or the Person in whose name such  registration is
          requested  either (a) is not 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 or hold
          such  Certificate  (or  interest  therein)  is an  "insurance  company
          general  account" (as defined in U.S.  Department of Labor  Prohibited
          Transaction  Class Exemption  ("PTCE") 95-60, and (iii) the conditions
          set forth in  Sections  I and III of PTCE  95-60  have been  satisfied
          (each entity that  satisfies  this clause (b), a "Complying  Insurance
          Company").

     (ii) Any  Transferee  of a  Class M  Certificate  will  be  deemed  to have
          represented  by virtue of its purchase or holding of such  Certificate
          (or interest  therein)  that either (a) such  Transferee is not a Plan
          Investor,  (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 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  or (c)  such  Transferee  is a  Complying
          Insurance Company.

     (iii)(A) If 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 Class M Certificate.  The Trustee
          shall be under no  liability to any Person for making any payments due
          on such Certificate to such preceding Transferee.

          (B)  Any purported  Certificate  Owner whose acquisition or holding of
               any 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.

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(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
               form and substance satisfactory to the Servicer, representing and
               warranting,   among  other   things,   that  it  is  a  Permitted
               Transferee,  that it is not acquiring  its Ownership  Interest in
               the  Class R  Certificate  that is the  subject  of the  proposed
               Transfer as a nominee, trustee or agent for any Person who is not
               a  Permitted  Transferee,  that  for so  long as it  retains  its
               Ownership Interest in a Class R Certificate,  it will endeavor to
               remain  a  Permitted  Transferee,  and that it has  reviewed  the
               provisions  of this  Section  5.02(f)  and  agrees to be bound by
               them,  and (II) a  certificate,  in the form  attached  hereto as
               Exhibit  G-2,  from the Holder  wishing to  transfer  the Class R
               Certificate,  in form and substance satisfactory to the Servicer,
               representing and warranting,  among other things, that no purpose
               of  the  proposed   Transfer  is  to  impede  the  assessment  or
               collection of tax.

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

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

          (E)  Each Person holding or acquiring an Ownership Interest in a Class
               R  Certificate,  by  purchasing  an  Ownership  Interest  in such

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

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

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

     (B)  If any  purported  Transferee  shall  become  a  Holder  of a  Class R
          Certificate in violation of the  restrictions  in this Section 5.02(f)
          and to the extent that the  retroactive  restoration  of the rights of
          the Holder of such Class R Certificate as described in clause (iii)(A)
          above shall be invalid,  illegal or  unenforceable,  then the Servicer
          shall have the right, without notice to the holder or any prior holder
          of such Class R  Certificate,  to sell such Class R  Certificate  to a
          purchaser  selected by the  Servicer on such terms as the Servicer may
          choose.  Such purported  Transferee shall promptly endorse and deliver
          the Class R Certificates  in accordance  with the  instructions of the
          Servicer.  Such purchaser may be the Servicer  itself or any Affiliate
          of the  Servicer.  The proceeds of such sale,  net of the  commissions
          (which  may  include  commissions  payable  to  the  Servicer  or  its
          Affiliates),  expenses and taxes due, if any,  will be remitted by the
          Servicer to such purported Transferee. The terms and conditions of any
          sale  under  this  clause  (iii)(B)  shall be  determined  in the sole
          discretion  of the Servicer,  and the Servicer  shall not be liable to

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          any Person having an Ownership  Interest in a Class R Certificate as a
          result of its exercise of such discretion.

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

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

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

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

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

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

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

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

Section 5.04.  Persons Deemed Owners.

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

Section 5.05.  Appointment of Paying Agent.

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

        The Trustee  shall cause each Paying Agent to execute and deliver to the
Trustee an  instrument  in which such Paying  Agent shall agree with the Trustee
that such  Paying  Agent  will hold all sums held by it for the  payment  to the
Certificateholders in trust for the benefit of the  Certificateholders  entitled
thereto until such sums shall be  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

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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 will purchase
the  Certificates  pursuant  to Section  5.06(a).  Notice of any such  purchase,
specifying  the  Distribution  Date upon which the Holders may  surrender  their
Certificates  to the Trustee for payment in  accordance  with this Section 5.06,
shall be given promptly by the Servicer by letter to Certificateholders  (with a
copy to the  Certificate  Registrar and each Rating  Agency)  mailed not earlier
than the 15th day and not later  than the 25th day of the month  next  preceding
the month of such final distribution, specifying:

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

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

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

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

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

(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

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shall  accrue or be payable to any  Certificateholder  on any amount held in the
escrow  account  or by the  Servicer  as a  result  of such  Certificateholder's
failure to surrender  its  Certificate(s)  for payment in  accordance  with this
Section 5.06. Any Certificate that is not surrendered on the  Distribution  Date
on which a purchase  pursuant to this Section 5.06 occurs as provided above will
be  deemed to have been  purchased  and the  Holder as of such date will have no
rights with respect  thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto.  Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder.  The Servicer shall be for
all purposes the Holder thereof as of such date.

                                   ARTICLE VI

                          THE COMPANY AND THE SERVICER

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

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

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

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

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

(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

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contains an  assumption by such Person of the due and punctual  performance  and
observance  of each  covenant  and  condition to be performed or observed by the
Servicer under this Agreement; provided further that each Rating Agency's rating
of the Classes of Certificates  (in the case of the Insured  Certificates,  such
determination  shall be made without giving effect to the MBIA Policy) that have
been rated in effect  immediately  prior to such  assignment and delegation will
not be  qualified,  reduced  or  withdrawn  as a result of such  assignment  and
delegation (as evidenced by a letter to such effect from each Rating Agency). In
the case of any such assignment and  delegation,  the Servicer shall be released
from its obligations under this Agreement, except that the Servicer shall remain
liable for all liabilities and obligations  incurred by it as Servicer hereunder
prior to the  satisfaction  of the conditions to such  assignment and delegation
set forth in the next preceding sentence.

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

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

        Neither the Company nor the Servicer  shall be under any  obligation  to
appear in, prosecute or defend any legal or administrative  action,  proceeding,
hearing or examination  that is not  incidental to its  respective  duties under
this  Agreement  and which in its  opinion  may  involve  it in any  expense  or
liability;  provided,  however,  that the  Company  or the  Servicer  may in its
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

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aggregate  of such  expenses  and costs shall be  allocated  in reduction of the
Accrued  Certificate  Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.

Section 6.04.  Company and Servicer Not to Resign.

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

                                  ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default.

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

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

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

          (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

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

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

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

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

        If an Event of  Default  described  in clauses  (i)-(v) of this  Section
shall  occur,  then,  and in each and every such case,  so long as such Event of
Default shall not have been  remedied,  the Company may, and at the direction of
Holders  of  Certificates  entitled  to at least 51% of the Voting  Rights,  the
Trustee shall, by notice in writing to the Servicer (and to the Company if given
by the Trustee or to the Trustee if given by the Company),  terminate all of the
rights and  obligations  of the Servicer  under this Agreement and in and to the
Mortgage  Loans  and  the  proceeds   thereof,   other  than  its  rights  as  a
Certificateholder  hereunder.  If an Event of Default  described  in clause (vi)
hereof  shall  occur,  the  Trustee  shall,  by notice to the  Servicer  and the
Company, immediately terminate all of the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds  thereof,
other than its rights as a  Certificateholder  hereunder  as provided in Section
4.04(b).  On or after the receipt by the  Servicer of such written  notice,  all
authority and power of the Servicer under this  Agreement,  whether with respect
to the  Certificates  (other than as a Holder  thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the  Trustee's  designee  appointed  pursuant  to  Section  7.02;  and,  without
limitation,  the  Trustee is hereby  authorized  and  empowered  to execute  and
deliver, on behalf of the Servicer,  as  attorney-in-fact or otherwise,  any and
all documents and other  instruments,  and to do or accomplish all other acts or
things  necessary  or  appropriate  to effect  the  purposes  of such  notice of
termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage Loans and related documents,  or otherwise.  The Servicer agrees to
cooperate  with the  Trustee in  effecting  the  termination  of the  Servicer's
responsibilities  and  rights  hereunder,  including,  without  limitation,  the
transfer to the Trustee or its  designee  for  administration  by it of all cash
amounts  which  shall at the time be credited  to the  Custodial  Account or the
Payment Account or thereafter be received with respect to the Mortgage Loans. No
such  termination  shall  release the Servicer for any  liability  that it would
otherwise  have hereunder for any act or omission prior to the effective time of
such termination.

        Notwithstanding  any  termination  of the  activities  of GMAC  Mortgage
Corporation  in its capacity as Servicer  hereunder,  GMAC Mortgage  Corporation
shall be entitled to receive, out of any late collection of a Monthly Payment on
a  Mortgage  Loan which was due prior to the notice  terminating  GMAC  Mortgage
Corporation's  rights and  obligations as Servicer  hereunder and received after
such notice,  that portion to which GMAC  Mortgage  Corporation  would have been
entitled  pursuant  to  Sections  3.10(a)(ii),  (vi)  and  (vii)  as well as its
Servicing Fee in respect thereof, and any other amounts payable to GMAC Mortgage
Corporation hereunder the entitlement to which arose prior to the termination of
its activities hereunder.

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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  Monthly  Advances  which  have been or will be  required  to be made,  but
excluding the  representations of the Servicer contained in Section 2.03, by the
terms and provisions hereof; provided that any failure to perform such duties or
responsibilities  caused  by  the  predecessor  Servicer's  failure  to  provide
information  required by Section 4.02 or 4.03 shall not be  considered a default
by the Trustee as successor  Servicer  hereunder;  and provided further that the
Trustee shall have no obligation whatsoever with respect to any liability (other
than Monthly  Advances deemed  recoverable and not previously  made) incurred by
the predecessor  Servicer at or prior to the time of receipt by such Servicer of
the notice of termination  pursuant to Section 7.01 or receipt by the Trustee of
the Opinion of Counsel  referred to in Section 6.04. As  compensation  therefor,
the Trustee shall be entitled to the Servicing Fee and all funds relating to the
Mortgage  Loans  which the  Servicer  would have been  entitled to charge to the
Custodial  Account if the Servicer had  continued to act  hereunder,  except for
amounts that the Servicer shall be entitled to receive pursuant to Section 7.01.
If the Trustee has become the  successor  to the  Servicer  in  accordance  with
Section  6.04 or this  Section  7.02,  then  notwithstanding  the above,  if the
Trustee  shall be unwilling to so act, or shall be unable to so act, the Trustee
may  appoint,  or petition a court of  competent  jurisdiction  to appoint,  any
established housing and home finance institution , which is also a Fannie Mae or
Freddie Mac-approved mortgage servicing  institution,  having a net worth of not
less  than  $10,000,000  as the  successor  to  the  Servicer  hereunder  in the
assumption of all or any part of the responsibilities,  duties or liabilities of
the  Servicer  hereunder.  Pending  appointment  of a successor  to the Servicer
hereunder,  the Trustee shall act in such capacity as herein above provided.  In
connection  with such  appointment  and  assumption,  the  Trustee may make such
arrangements  for the compensation of such successor out of payments on Mortgage
Loans as it and such  successor  shall agree;  provided,  however,  that no such
compensation shall be in excess of that permitted the Servicer  hereunder.  Each
of the Seller, the Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.

        If the Trustee  becomes the  successor  to the Servicer  hereunder,  the
Trustee  shall be  entitled  to be  reimbursed  by the  Servicer  for all  costs
associated  with the  transfer of the  servicing  of the  Mortgage  Loans to the
Trustee,  including any costs or expenses  associated with the complete transfer
of all servicing data and the  completion,  correction or  manipulation  of such
servicing  data as may be  required  by the  Trustee  to  correct  any errors or
insufficiencies  in the  servicing  data or  otherwise  to enable the Trustee to

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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.

Section 7.04.  Waiver of Events of Default.

        The Holders representing at least 66% of the Voting Rights affected by a
default  or Event of  Default  hereunder  may  waive  such  default  or Event of
Default; provided,  however, that (a) a default or Event of Default under clause
(i) of Section  7.01 may be waived  only by all of the  Holders of  Certificates
affected by such default or Event of Default and (b) no waiver  pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section  12.01(b)(i)  or (ii).  Upon any such  waiver of a  default  or Event of

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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.

(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

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               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 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

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               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
     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

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     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 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.

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;

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(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
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

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perform in any material respect any of its covenants,  agreements or obligations
hereunder, and such failure shall continue unremedied for a period of 5 days (in
respect of clause (i) above) or 30 days (in respect of clause (ii) above)  after
the date on which  written  notice of such failure,  requiring  that the same be
remedied,  shall have been given to the Trustee by the Company, then the Company
may remove the Trustee and  appoint a  successor  trustee by written  instrument
delivered  as  provided  in the  preceding  sentence.  In  connection  with  the
appointment  of a successor  trustee  pursuant to the  preceding  sentence,  the
Company  shall,  on or  before  the date on which any such  appointment  becomes
effective,  obtain  from  each  Rating  Agency  written  confirmation  that  the
appointment  of any such  successor  trustee will not result in the reduction of
the  ratings  on any  class of the  Certificates  below  the  lesser of the then
current or original ratings on such Certificates.

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

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

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.

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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
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.

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<PAGE>

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

Section 8.11.  Appointment of Custodians.

        The Trustee  may,  with the  consent of the  Servicer  and the  Company,
appoint one or more  Custodians  who,  except for Escrow Bank USA, an industrial
loan  corporation  organized  under  the  laws of the  State  of  Utah,  are not
Affiliates  of the Company,  the Servicer or the Seller to hold all or a portion
of the  Mortgage  Files as agent for the Trustee,  by entering  into a Custodial
Agreement;  provided,  however, that the Trustee may appoint a Custodian that is
an Affiliate of the Company,  the Servicer or the Seller if the Trustee receives
written  confirmation  from each Rating  Agency that such  appointment  will not
reduce the rating  assigned to any Class of  Certificates  by such Rating Agency
(without  giving  effect  to  the  MBIA  Policy  in  the  case  of  the  Insured
Certificates)  below the lower of the then-current rating or the rating assigned
to such  Certificates  as of the Closing Date by such Rating Agency.  Subject to
Article  VIII,  the Trustee  agrees to comply  with the terms of each  Custodial
Agreement and to enforce the terms and provisions  thereof against the Custodian
for the benefit of the Certificateholders.  Each Custodian shall be a depository
institution  subject to supervision  by federal or state  authority and shall be
qualified  to do business  in the  jurisdiction  in which it holds any  Mortgage
File. Each Custodian (other than the Custodian appointed as of the Closing Date)
shall  have a  combined  capital  and  surplus  of at  least  $10,000,000.  Each
Custodial  Agreement  may be amended  only as  provided  in Section  12.01.  The
Trustee shall notify the  Certificateholders of the appointment of any Custodian
(other than the  Custodian  appointed as of the Closing  Date)  pursuant to this
Section 8.11.

Section 8.12.  Appointment of Office or Agency.

        The  Trustee  will  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee  initially  designates  its offices  located at 14 Wall Street,  New
York, New York for the purposes of keeping the Certificate Register. The Trustee
will maintain an office at each of the addresses  stated in Section 12.05 hereof
where  notices and  demands to or upon the Trustee in respect of this  Agreement
may be served.

                                   ARTICLE IX

                                   TERMINATION

Section 9.01.  Termination  Upon Purchase by the Servicer or  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

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upon  the  last  action  required  to be  taken  by the  Trustee  on  the  Final
Distribution Date pursuant to this Article IX following the earlier of:

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

(ii) the  purchase  by the  Servicer  of all  Mortgage  Loans  and all  property
     acquired in respect of any Mortgage  Loan  remaining in the Trust Fund at a
     price equal to 100% of the unpaid  principal  balance of each Mortgage Loan
     or,  the fair  market  value of the  related  underlying  property  of such
     Mortgage  Loan with  respect to  Mortgage  Loans as to which title has been
     acquired  if such fair  market  value is less than  such  unpaid  principal
     balance (net of any unreimbursed Advances attributable to principal) on the
     day of repurchase  plus accrued  interest  thereon at the Net Mortgage Rate
     (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  the  certification  required  by Section  3.15 and the  Trustee and any
Custodian shall,  promptly  following payment of the purchase price,  release to
the Servicer, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.

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

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

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

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

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

(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.

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<PAGE>

Section 9.02.  Additional Termination Requirements.

(a) Each REMIC that  comprises  the Trust Fund shall be terminated in accordance
with the following additional requirements, unless (subject to Section 10.01(f))
the Trustee and the Servicer have received an Opinion of Counsel  (which Opinion
of  Counsel  shall not be an  expense of the  Trustee)  to the  effect  that the
failure of either  REMIC to comply with the  requirements  of this  Section 9.02
will not (i) result in the  imposition on the Trust Fund of taxes on "prohibited
transactions,"  as  described  in  Section  860F of the Code,  or (ii) cause the
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 will be made
on Form 1066 or other appropriate  federal tax or information  return (including
Form 8811) or any  appropriate  state  return for the taxable year ending on the
last day of the  calendar  year in which the  Certificates  are issued.  For the
purposes of the REMIC elections in respect of the Trust Fund,  Certificates  and
interests  to be  designated  as the "regular  interests"  and the sole class of
"residual interests" in each REMIC will be set forth in Section 10.03. The REMIC
Administrator  and the Trustee shall not permit the creation of any  "interests"
(within  the  meaning  of  Section  860G of the Code) in 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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<PAGE>

(c) GMAC Mortgage  Corporation  shall hold a Class R Certificate  representing a
0.01% 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)
(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

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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  will  consult  with the  Servicer or the REMIC  Administrator,  as
applicable,  or its  designee,  in writing,  with respect to whether such action
could cause an Adverse  REMIC Event to occur with respect to 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 will to the extent within its control and the
scope of its duties more specifically set forth herein,  maintain  substantially
all of the assets of 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 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.

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<PAGE>

(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" by which  the  Certificate
Principal Balance of each Class of Certificates (other than the Interest Only IO
Certificates)  representing a regular  interest in the applicable  REMIC and the
rights to the Interest Only Certificates represented by the Class IO Certificate
would be  reduced to zero is the  Maturity  Date for each such  Certificate  and
Interest.

(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare
and file with the Internal  Revenue Service Form 8811,  "Information  Return for
Real Estate Mortgage  Investment  Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for 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  will  apply for an  employer  identification  number  from the
Internal Revenue Service on a Form SS-4 or any other  acceptable  method for all
tax entities.

Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.

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

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(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 will
not be imposed to the extent  such breach is a result of an error or omission in
information  provided to the REMIC  Administrator  by the Servicer in which case
Section 10.02(c) will apply.

(c) The Servicer  agrees to  indemnify  the Trust Fund,  the Company,  the REMIC
Administrator  and the  Trustee  for any  taxes and  costs  (including,  without
limitation,  any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund,  the Company,  the REMIC  Administrator  or the Trustee,  as a result of a
breach of the Servicer's covenants set forth in this Article X or in Article III
with  respect  to  compliance  with  the  REMIC  Provisions,  including  without
limitation,  any penalties  arising from the Trustee's  execution of Tax Returns
prepared by the Servicer that contain errors or omissions.

Section 10.03. Designation of REMIC(s).

        The REMIC  Administrator  will  make an  election  to treat  the  entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans) as a REMIC ("REMIC I") and will
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 A-11, Class A-12, Class A-13,
Class A-14,  Class A-15,  Class IO, Class M-1,  Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates,  will be "regular  interests" in the REMIC
II,  and the  Class  R-II  Certificates  will be the  sole  class  of  "residual
interests"  therein for  purposes of the REMIC  Provisions  (as defined  herein)
under federal income tax law.

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

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

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

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               (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 to (i) REMIC I Regular  Interest LT1, (ii) REMIC I Regular  Interest
LT2, (iii) REMIC I Regular  Interest LT3, and (iv) REMIC I Regular Interest LT4,
with the amount to be distributed  allocated  among such 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:

               (i) Realized Losses  allocated to the Class A-1, Class A-2, Class
        A-4, Class A-9, Class A-10,  Class A-11,  Class A-12,  Class A-13, Class
        M-1,  Class M-2,  Class M-3,  Class B-1,  Class B-2, Class B-3 and Class
        R-II Certificates  under Section 4.05 shall be deemed allocated to REMIC
        I Regular Interest LT1;

                (ii)  Realized  Losses  allocated  to the Class A-5,  Class A-6,
        Class A-7 and Class A-8 Certificates  under Section 4.05 shall be deemed
        allocated to REMIC I Regular Interest LT2;

               (iii)  Realized  Losses  allocated to the Class A-3  Certificates
        under Section 4.05 shall be deemed allocated to REMIC I Regular Interest
        LT3; and

               (iv)  Realized  Losses  allocated to the Class A-14  Certificates
        under Section 4.05 shall be deemed allocated to REMIC I Regular Interest
        LT4.

        (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.
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

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amount from interest or original issue discount  payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements,  the Trustee
or any Paying Agent,  as applicable,  shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.

                                   ARTICLE XI

                         CERTAIN MATTERS REGARDING MBIA

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

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

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

(a) If, on the Business Day next succeeding the Determination Date, the Servicer
notifies the Trustee pursuant to Section 4.04(a) that (i) the funds that will be
on deposit in the Payment  Account on the related  Payment Account Deposit Date,
to the  extent  distributable  to the  Insured  Certificateholders  pursuant  to
Section 4.02(a)(i),  are insufficient to pay the full amount of interest for the
related  Interest  Accrual Period on the  Certificate  Principal  Balance of the
Insured  Certificates  at the related  Pass-Through  Rate (net of any Prepayment
Interest  Shortfalls  and  Relief  Act  Shortfalls   allocated  to  the  Insured
Certificates)  on such  Distribution  Date,  (ii) the  principal  portion of any
Realized Loss is allocated to the Insured Certificates on such Distribution Date
or (iii) the funds available in connection with the Scheduled Final Distribution
Date will be insufficient to reduce the  Certificate  Principal  Balances of the
Insured  Certificates to zero after taking into account all  distributions to be
made on such date, the Trustee shall give notice by telephone or telecopy of the
aggregate amount of such deficiency,  confirmed in writing in the form set forth
as Exhibit A to the MBIA Policy, to MBIA, at or before 12:00 noon, New York City
time, on the third Business Day prior to such Distribution  Date. If, subsequent
to such notice, and prior to payment by MBIA pursuant to such notice, additional
amounts are  deposited  in the Payment  Account,  the Trustee  shall  reasonably
promptly  notify MBIA and withdraw the notice or reduce the amount  claimed,  as
appropriate.

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

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<PAGE>

of  principal of or interest on the Insured  Certificates  to be paid from funds
transferred  from the MBIA Policy Payments Account shall be noted as provided in
paragraph  (c) below and in the  statement  to be  furnished  to  Holders of the
Certificates  pursuant to Section 4.03.  Funds held in the MBIA Policy  Payments
Account shall not be invested by the Trustee.

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

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

Section 11.03. Effect of Payments by MBIA; Subrogation.

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

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

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

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

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<PAGE>

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

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

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

Section 11.05. Trustee to Hold MBIA Policy.

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

Section 11.06. Payment of Insurance Premium.

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

                      Bank:  Chase Manhattan Bank, N.A.
                      ABA Number:  021-000-021
                      For the account of:  MBIA Insurance Corporation
                      Account Number:  910-2-721728
                      Policy Number:  35628

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01. Amendment.

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

(i)     to cure any ambiguity,

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

                                      108
<PAGE>

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

(iv) to change the timing and/or  nature of deposits into the Custodial  Account
     or the Payment Account or to change the name in which the Custodial Account
     is maintained,  provided that (A) the Payment Account Deposit Date shall in
     no event be later than the related Distribution Date, (B) such change shall
     not,  as  evidenced  by an  Opinion  of  Counsel,  adversely  affect in any
     material respect the interests of any Certificateholder and (C) such change
     shall not  result in a  reduction  of the rating  assigned  to any Class of
     Certificates  below the  lower of the  then-current  rating  or the  rating
     assigned to such  Certificates  as of the Closing  Date (in the case of the
     Insured  Certificates,  without  giving  effect  to the  MBIA  Policy),  as
     evidenced by a letter from each Rating Agency to such effect,

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

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

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

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

                                      109
<PAGE>

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

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

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

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

Section 12.02. Recordation of Agreement; Counterparts.

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

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

Section 12.03. Limitation on Rights of Certificateholders.

(a) The  death or  incapacity  of any  Certificateholder  shall not  operate  to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal  representatives  or heirs to claim an accounting or to take any action or

                                      110
<PAGE>

proceeding  in any court for a partition  or winding up of the Trust  Fund,  nor
otherwise  affect the rights,  obligations and liabilities of any of the parties
hereto.

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

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

Section 12.04. Governing Law.

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

                                      111
<PAGE>

Section 12.05. Notices.

        All  demands  and  notices  hereunder  shall be in writing  and shall be
deemed to have been duly given if sent by facsimile or if  personally  delivered
at or mailed by  registered  mail,  postage  prepaid  (except for notices to the
Trustee  which shall be deemed to have been duly given only when  received),  to
the appropriate address for each recipient listed in the table below or, in each
case,  such  other  address  as may  hereafter  be  furnished  in writing to the
Servicer, the Trustee, MBIA and the Company, as applicable:

        Recipient              Address
        Company                8400 Normandale Lake Boulevard
                               Suite 250, Minneapolis, Minnesota 55437,
                               Attention:  President
        Servicer               100 Witmer Road
                               Horsham, Pennsylvania 19044,
                               Attention:  President
        Trustee                1 Bank One Plaza
                               Suite IL1-0126
                               Chicago, Illinois 60670-0126
        MBIA                   113 King Street
                               Armonk, New York 10504
                               Attention: Insured Portfolio
                               Management--Structured Finance (GMACM Series
                               2001-J3)

        Moody's                99 Church Street
                               New York, New York 10007
        Standard & Poor's      55 Water Street
                               New York, New York 10041


Any notice  required or permitted to be mailed to a  Certificateholder  shall be
given by first class  mail,  postage  prepaid,  at the address of such holder as
shown in the  Certificate  Register.  In each  case in  which a notice  or other
communication to MBIA refers to an MBIA Default or a claim under the MBIA Policy
or with respect to which  failure on the part of MBIA to respond shall be deemed
to  constitute  consent  or  acceptance,  then a copy of such  notice  or  other
communication  should also be sent to the  attention  of the General  Counsel of
MBIA and shall be marked to indicate "URGENT  MATERIAL  ENCLOSED." Any notice so
mailed  within  the time  prescribed  in this  Agreement  shall be  conclusively
presumed to have been duly given, whether or not the Certificateholder  receives
such notice.

                                      112
<PAGE>

Section 12.06. Required Notices to Rating Agency and Subservicer.

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

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

(b)     the occurrence of an Event of Default,

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

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

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

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

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

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

(i)     any MBIA Default that has not been cured.

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

Section 12.07. Severability of Provisions.

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

Section 12.08. Supplemental Provisions for Resecuritization.

        This  Agreement  may be  supplemented  by  means  of the  addition  of a
separate  Article  hereto  (a   "Supplemental   Article")  for  the  purpose  of
resecuritizing  any of the Certificates  issued  hereunder,  under the following
circumstances.  With  respect  to any Class or Classes  of  Certificates  issued
hereunder,  or any portion of any such Class,  as to which the Company or any of

                                      113
<PAGE>

its  Affiliates  (or  any  designee  thereof)  is  the  registered  Holder  (the
"Resecuritized  Certificates"),  the  Company  may  deposit  such  Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial  arrangement (a
"Restructuring  Vehicle") to be held by the Trustee  pursuant to a  Supplemental
Article.  The instrument adopting such Supplemental Article shall be executed by
the Company, the Servicer and the Trustee;  provided,  that neither the Servicer
nor the  Trustee  shall  withhold  their  consent  thereto  if their  respective
interests would not be materially adversely affected thereby. To the extent that
the terms of the Supplemental Article do not in any way affect any provisions of
this Agreement as to any of the  Certificates  initially issued  hereunder,  the
adoption of the Supplemental Article shall not constitute an "amendment" of this
Agreement.

        Each  Supplemental  Article  shall set forth  all  necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and any  other  provisions  necessary  for the  purposes  thereof.  In
connection  with each  Supplemental  Article,  the Company  shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental  Article  will not endanger the status of the Trust Fund as a REMIC
or  (subject to Section  10.01(f))  result in the  imposition  of a tax upon the
Trust Fund  (including but not limited to the tax on prohibited  transactions as
defined  in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC as set forth in Section 860G(d) of the Code).

Section 12.09. Allocation of Voting Rights.

        97% of all of the Voting  Rights  shall be  allocated  among  Holders of
Certificates,  other than the Class A-15, 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-15  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. As long
as the MBIA  Policy is in effect  and unless  MBIA is in default  under the MBIA
Policy,  MBIA will be entitled to exercise all Voting Rights otherwise allocable
to the Insured Certificates.

Section 12.10. Non Petition.

        The Company,  the 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 join in any  institution  against  the Trust Fund of,  any  bankruptcy
proceedings  under any United States federal or state  bankruptcy or similar law
in  connection  with any  obligation  with respect to the  Certificates  or this
Agreement.


                                      114
<PAGE>






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

                           RESIDENTIAL ASSET MORTGAGE
                                  PRODUCTS, INC.



                           By:
                                --------------------------------------
                                  Name:
                                  Title:



                           GMAC MORTGAGE CORPORATION



                           By:
                                --------------------------------------
                                  Name:
                                  Title:



                           BANK ONE, NATIONAL ASSOCIATION,
                                  as Trustee



                           By:
                                --------------------------------------
                                  Name:
                                  Title:


                                      115
<PAGE>

STATE OF                                    )
         -----------------------------------
                                            ) ss.:
COUNTY OF                                   )
               -----------------------------

        On the ___th day of June,  2001  before  me, a notary  public in and for
said  State,   personally  appeared   ______________,   known  to  me  to  be  a
______________  of  Residential  Asset  Mortgage  Products,  Inc.,  one  of  the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

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




                                                   Notary Public

[Notarial Seal]



                                      116
<PAGE>


STATE OF                                    )
         -----------------------------------
                                            ) ss.:
COUNTY OF                                   )
               -----------------------------

        On the ___th day of June,  2001  before  me, a notary  public in and for
said  State,   personally  appeared   ______________,   known  to  me  to  be  a
______________  of  GMAC  Mortgage  Corporation,  one of the  corporations  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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




                                                   Notary Public

[Notarial Seal]



                                      117
<PAGE>


STATE OF                                    )
         -----------------------------------
                                            ) ss.:
COUNTY OF                                   )
               -----------------------------

        On the ___th day of June,  2001  before  me, a notary  public in and for
said  State,  personally  appeared  ______________,  known  to  me  to  be  a[n]
______________   of  Bank  One,   National   Association,   a  national  banking
association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking  corporation,  and acknowledged
to me that such banking corporation executed the within instrument.

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




                                                   Notary Public

[Notarial Seal]




                                      118
<PAGE>




                                   EXHIBIT A-1


                           FORM OF CLASS A CERTIFICATE



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

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



Certificate No. 1                  [[  ]% Pass-Through Rate][Based upon a
                                   Notional Principal Balance]
Class A-     Senior
                                   Aggregate Initial Certificate Principal
                                   Balance of the Class A-     Certificates:
                                                          ----
Date of Pooling and Servicing
Agreement :                        Initial Certificate Principal Balance of this
June 28, 2001                      Certificate: $

Cut-off Date:                      [Percentage Interest:  [  ]%]
June 1, 2001
                                   CUSIP _________-
First Distribution Date:
July 25, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
August 25, 2031




<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J3

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

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

               This  certifies  that CEDE & CO. is the  registered  owner of the
Percentage  Interest  evidenced  by this  Certificate  (obtained by dividing the
Initial  Certificate  Principal  Balance of this  Certificate  by the  aggregate
Initial Certificate Principal Balance of all Class A- , both as specified above)
in certain  distributions with respect to the Trust Fund consisting primarily of
an interest in a pool of  conventional  one- to four-family  fixed interest rate
first  mortgage  loans (the  "Mortgage  Loans"),  formed and sold by Residential
Asset Mortgage  Products,  Inc.  (hereinafter  called the "Company,"  which term
includes any successor entity under the Agreement  referred to below). The Trust
Fund  was  created  pursuant  to a  Pooling  and  Servicing  Agreement  dated as
specified above (the "Agreement") among the Company,  the Servicer and Bank One,
National  Association,  as trustee (the "Trustee"),  a summary of certain of the
pertinent provisions of which is set forth hereafter.  To the extent not defined
herein,  the  capitalized  terms used herein have the  meanings  assigned in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

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

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

<PAGE>

               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.]

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

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

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

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

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

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

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

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

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

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

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



<PAGE>




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

Dated:  June 28, 2001               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



<PAGE>



                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)  unto (Please print or typewrite name and address  including  postal
zip code of  assignee)  a  Percentage  Interest  evidenced  by the within  GMACM
Mortgage  Pass-Through   Certificate  and  hereby  authorizes  the  transfer  of
registration  of such  interest to assignee on the  Certificate  Register of the
Trust Fund.

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




Dated:                                    Signature by or on behalf of assignor




                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________________________________  for the account of
_________________________________  account number  ____________________,  or, if
mailed by check, to ___________________________________.

     Applicable        statements        should        be        mailed       to
_________________________________________.

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

<PAGE>






                                   EXHIBIT A-2

                          FORM OF CLASS IO CERTIFICATE

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

Certificate No. 1               Variable Pass-Through Rate based on a
                                Notional Amount
Class IO Senior
                                [Percentage Interest:       %]
                                                      ------
Date of Pooling and Servicing
Agreement :                     [________] Initial Pass-Through Rate based on
June 28, 2001                   a Notional Amount

Cut-off Date:                   CUSIP _________-
June 1, 2001

First Distribution Date:
July 25, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
August 25, 2031




<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J3

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

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

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

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately following (the "Distribution Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the last day (or if such last day is not
a Business  Day, the Business Day  immediately  preceding  such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
from the Available  Distribution Amount in an amount equal to the product of the
Percentage  Interest  evidenced by this  Certificate  and the amount of interest
required  to be  distributed  to  Holders  of  Class  IO  Certificates  on  such
Distribution  Date. The Notional Amount as of any date of determination is equal
to the Stated Principal Balance of the Mortgage Loans. The Class IO Certificates
have no Certificate Principal Balance.

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

               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.

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

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

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

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

               As provided in the Agreement  and subject to certain  limitations
therein  set forth,  the  transfer of this  Certificate  is  registrable  in the
Certificate  Register upon surrender of this  Certificate  for  registration  of
transfer  at the  offices or  agencies  appointed  by the Trustee in the City of
Chicago, Illinois, duly endorsed by, or accompanied by an assignment in the form
below or other  written  instrument  of  transfer  in form  satisfactory  to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's  attorney  duly  authorized  in writing,  and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
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
<PAGE>

evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

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

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

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

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

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



<PAGE>




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

Dated:  June 28, 2001            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



<PAGE>




                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)  unto (Please print or typewrite name and address  including  postal
zip code of  assignee)  a  Percentage  Interest  evidenced  by the within  GMACM
Mortgage  Pass-Through   Certificate  and  hereby  authorizes  the  transfer  of
registration  of such  interest to assignee on the  Certificate  Register of the
Trust Fund.

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




Dated:                                    Signature by or on behalf of assignor





                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________________________________  for the account of
_________________________________  account number  ____________________,  or, if
mailed by check, to ___________________________________.

     Applicable        statements        should        be        mailed       to
_________________________________________.

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



<PAGE>






                                    EXHIBIT B

                           FORM OF CLASS M CERTIFICATE

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

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

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

        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 investment  manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly,  on behalf of or purchasing
any Certificate with "plan assets" of any Plan (a "plan  investor"),  (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 "RFC  Exemption"),  and that it understands  that there
are certain  conditions to the availability of the RFC 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  or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
purchase the Certificate is an "insurance  company general  account" (within the
meaning of Department of Labor Prohibited  Transaction Class Exemption  ("PTCE")
95-60),  and (iii) the  CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60
HAVE BEEN  SATISFIED  (EACH ENTITY THAT  SATISFIES THIS CLAUSE (C), A "cOMPLYING
INSURANCE COMPANY).
<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 RFC 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                   6.75% Pass-Through Rate

Class M-    Subordinate             Aggregate Certificate
                                    Principal Balance
Date of Pooling and Servicing       of the Class M-[  ] Certificates:
Agreement and Cut-off Date:         $[                              ]
                                      -------------------------------
June 28, 2001
                                    Initial Certificate Principal
First Distribution Date:            Balance of this Certificate:
July 25, 2001                       $[                              ]
                                      -------------------------------

Servicer:                           CUSIP: ________-
GMAC Mortgage Corporation

Assumed Final Distribution Date:
August 25, 2031






<PAGE>



                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J3

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

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

               This  certifies  that CEDE & CO. is the  registered  owner of the
Percentage  Interest  evidenced  by this  Certificate  (obtained by dividing the
Certificate  Principal Balance of this Certificate by the aggregate  Certificate
Principal  Balance of all Class M-  Certificates,  both as  specified  above) in
certain  distributions  with respect to a Trust Fund  consisting  primarily of a
pool of  conventional  one- to  four-family  fixed  interest rate first mortgage
loans (the  "Mortgage  Loans"),  formed and sold by  Residential  Asset Mortgage
Products,  Inc.  (hereinafter  called the  "Company,"  which term  includes  any
successor  entity  under the  Agreement  referred to below).  The Trust Fund was
created  pursuant to a Pooling and Servicing  Agreement dated as specified above
(the  "Agreement")  among the  Company,  the  Servicer  and 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
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.

<PAGE>

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

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

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

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

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

<PAGE>

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


<PAGE>


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

Dated:  June 28, 2001         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


<PAGE>




                                       B-7

                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)  unto (Please print or typewrite name and address  including  postal
zip code of  assignee)  a  Percentage  Interest  evidenced  by the within  GMACM
Mortgage  Pass-Through   Certificate  and  hereby  authorizes  the  transfer  of
registration  of such  interest to assignee on the  Certificate  Register of the
Trust Fund.

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

Dated:
                       --------------------------------------------------
                       Signature by or on behalf of assignor





                            Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________________________________  for the account of
_________________________________  account number  ____________________,  or, if
mailed by check, to ___________________________________.

     Applicable        statements        should        be        mailed       to
_________________________________________.

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



<PAGE>


                                EXHIBIT C


                           FORM OF CLASS B CERTIFICATE

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

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

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

Certificate No. 1                  6.75% Pass-Through Rate

Class B-     Subordinate           Aggregate Certificate Principal Balance of
        ----
                                   the Class B-     Certificates as of the
                                               -----
Date of Pooling and Servicing      Cut-off Date:
Agreement and Cut-off Date:        $[                              ]
                                     -------------------------------
June 28, 2001
                                   Initial Certificate Principal
First Distribution Date:           Balance of this Certificate:
July 25, 2001                      $[                              ]
                                     -------------------------------

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
August 25, 2031

<PAGE>

                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J3

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

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

               This  certifies  that   [_____________________________]   is  the
registered  owner  of the  Percentage  Interest  evidenced  by this  Certificate
(obtained by dividing the Certificate  Principal  Balance of this Certificate by
the aggregate Certificate  Principal Balance of all Class B- Certificates,  both
as  specified  above) in  certain  distributions  with  respect  to a Trust Fund
consisting  primarily  of a pool  of  conventional  one-  to  four-family  fixed
interest rate first mortgage loans (the  "Mortgage  Loans"),  formed and sold by
Residential Asset Mortgage  Products,  Inc.  (hereinafter  called the "Company,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created  pursuant to a Pooling and Servicing  Agreement dated
as specified above (the  "Agreement")  among the Company,  the Servicer and 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,
or by check mailed to the address of the Person entitled  thereto,  as such name
and address shall appear on the Certificate Register.
<PAGE>

               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 of this Class B Certificate  will be made unless such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Company  may  require  an  opinion  of  counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Company that such transfer is exempt  (describing  the applicable  exemption and
the  basis  therefor)  from  or is  being  made  pursuant  to  the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state and (ii) the transferee shall execute an investment  letter
in the form  described by the  Agreement.  The Holder hereof  desiring to effect
such  transfer  shall,  and does hereby agree to,  indemnify  the  Trustee,  the
Company,  the Servicer  and the  Certificate  Registrar  acting on behalf of the
Trustee  against any liability  that may result if the transfer is not so exempt
or is not made in  accordance  with such Federal and state laws.  In  connection
with any such  transfer,  the Trustee will also require either (i) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee, the
Company and the Servicer  with respect to the  permissibility  of such  transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section  4975 of the Internal  Revenue Code (the "Code") and stating,  among
other things,  that the  transferee's  acquisition of a Class B Certificate will
not constitute or result in a non-exempt  prohibited  transaction  under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited  transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"),  or any other person (including
an  investment  manager,  a named  fiduciary  or a trustee of any Plan)  acting,
directly or indirectly,  on behalf of or purchasing any  Certificate  with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the  Certificate  is an  "insurance
company general  account"  (within the meaning of Department of Labor Prohibited
Transaction  Class  Exemption  ("PTCE")  95-60),  and  conditions  set  forth in
Sections I and III of PTCE 95-60 have been satisfied.

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

               The  Certificates  are  limited  in right of  payment  to certain
collections  and  recoveries   respecting  the  Mortgage  Loans,   all  as  more
specifically set forth herein and in the Agreement.  In the event Servicer funds
are advanced with respect to any Mortgage Loan,  such advance is reimbursable to
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.

<PAGE>

               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.

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

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

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


<PAGE>


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

Dated:  June 28, 2001        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


<PAGE>




                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)  unto (Please print or typewrite name and address  including  postal
zip code of  assignee)  a  Percentage  Interest  evidenced  by the within  GMACM
Mortgage  Pass-Through   Certificate  and  hereby  authorizes  the  transfer  of
registration  of such  interest to assignee on the  Certificate  Register of the
Trust Fund.

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

Dated:
                              ----------------------------------------------
                              Signature by or on behalf of assignor





                                   Signature Guaranteed


                             DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________________________________  for the account of
_________________________________  account number  ____________________,  or, if
mailed by check, to ___________________________________.

     Applicable        statements        should        be        mailed       to
_________________________________________.

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



<PAGE>


                                    EXHIBIT D


                           FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

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

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR
POLITICAL  SUBDIVISION  THEREOF,  ANY  POSSESSION OF THE UNITED  STATES,  OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION  IF ALL OF ITS  ACTIVITIES  ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS  EXEMPT  FROM THE TAX  IMPOSED  BY  CHAPTER 1 OF THE CODE  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES
CERTAIN  ADDITIONAL  CONDITIONS  RELATING  TO  THE  FINANCIAL  CONDITION  OF THE
PROPOSED  TRANSFEREE.   NOTWITHSTANDING  THE  REGISTRATION  IN  THE  CERTIFICATE
REGISTER OR ANY TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE TO A
DISQUALIFIED  ORGANIZATION  OR AN AGENT  OF A  DISQUALIFIED  ORGANIZATION,  SUCH
REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND
SUCH  PERSON  SHALL  NOT BE  DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY  PURPOSE
HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>

Certificate No. 1                   6.75% Pass-Through Rate

Class R-[  ] Senior                 Aggregate Initial Certificate Principal
                                    Balance of the Class R-[  ] Certificates:
Date of Pooling and Servicing       $100.00
Agreement and Cut-off Date:
June 28, 2001                       Initial Certificate Principal
                                    Balance of this Certificate:
First Distribution Date:            $[                              ]
                                      -------------------------------
July 25, 2001
                                    Percentage Interest:
Servicer:                                         %
                                    --------------
GMAC Mortgage Corporation
                                    CUSIP
Assumed Final Distribution Date:
August 25, 2031








<PAGE>




                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J3

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

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

               This certifies that [ ] is the registered owner of the Percentage
Interest  evidenced  by this  Certificate  (obtained  by  dividing  the  Initial
Certificate  Principal  Balance of this  Certificate  by the  aggregate  Initial
Certificate Principal Balance of all Class R-[ ] Certificates, both as specified
above) in  certain  distributions  with  respect  to the Trust  Fund  consisting
primarily of a pool of  conventional  one- to  four-family  fixed  interest rate
first  mortgage  loans (the  "Mortgage  Loans"),  formed and sold by Residential
Asset Mortgage  Products,  Inc.  (hereinafter  called the "Company,"  which term
includes any successor entity under the Agreement  referred to below). The Trust
Fund  was  created  pursuant  to a  Pooling  and  Servicing  Agreement  dated as
specified above (the "Agreement") among the Company,  the Servicer and 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
be a United States Person and a Permitted  Transferee,  (ii) the transfer of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted Transferee,  (iii) any attempted or purported
transfer of any  Ownership  Interest in this  Certificate  in  violation of such
restrictions  will be  absolutely  null and void and will  vest no rights in the
purported  transferee,  and (iv) if any person other than a United States Person
<PAGE>

and a Permitted  Transferee  acquires any Ownership Interest in this Certificate
in violation of such restrictions,  then the Company will have the right, in its
sole  discretion and without notice to the Holder of this  Certificate,  to sell
this Certificate to a purchaser selected by the Company,  which purchaser may be
the Company,  or any affiliate of the Company,  on such terms and  conditions as
the Company may choose.

               Notwithstanding   the  above,  the  final  distribution  on  this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  appointed  by the  Trustee  for that  purpose  in the  City of  Chicago,
Illinois.  The Initial Certificate  Principal Balance of this Certificate is set
forth above.  The  Certificate  Principal  Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.  Notwithstanding  the  reduction of the  Certificate  Principal  Balance
hereof to zero, this Certificate will remain outstanding under the Agreement and
the  Holder  hereof  may  have  additional  obligations  with  respect  to  this
Certificate,   including  tax  liabilities,  and  may  be  entitled  to  certain
additional  distributions hereon, in accordance with the terms and provisions of
the Agreement.

               No transfer of this Class R-[ ]  Certificate  will be made unless
the Trustee has received  either (i) an opinion of counsel  acceptable to and in
form and  substance  satisfactory  to the Trustee,  the Company and the Servicer
with  respect  to  the  permissibility  of  such  transfer  under  the  Employee
Retirement Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975
of the Internal Revenue Code (the "Code") and stating,  among other things, that
the transferee's acquisition of a Class R-[ ] Certificate will not constitute or
result in a  non-exempt  prohibited  transaction  under  Section 406 of ERISA or
Section  4975 of the  Code  or  (ii) a  representation  letter,  in the  form as
described  by the  Agreement,  stating  that the  transferee  is not an employee
benefit or other plan subject to the prohibited  transaction provisions of ERISA
or  Section  4975 of the Code (a  "Plan"),  or any other  person  (including  an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly,  on behalf of or purchasing any Certificate with "plan assets" of
any Plan.

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

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

<PAGE>

               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.

               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
<PAGE>

all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the  Certificates  from the Holders  thereof;  provided,
that any such option may only be exercised if the Pool Stated Principal  Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

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


<PAGE>


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

Dated:  June 28, 2001        BANK ONE, NATIONAL ASSOCIATION,
                               Not in its individual capacity but solely as
                                 Trustee




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


                          CERTIFICATE OF AUTHENTICATION

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




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



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


<PAGE>




                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)  unto (Please print or typewrite name and address  including  postal
zip code of  assignee)  a  Percentage  Interest  evidenced  by the within  GMACM
Mortgage  Pass-Through   Certificate  and  hereby  authorizes  the  transfer  of
registration  of such  interest to assignee on the  Certificate  Register of the
Trust Fund.

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

Dated:
                           -------------------------------------------
                           Signature by or on behalf of assignor




                                Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _________________________________________  for the account of
_________________________________  account number  ____________________,  or, if
mailed by check, to ___________________________________.

     Applicable        statements        should        be        mailed       to
_________________________________________.

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



<PAGE>




                                    EXHIBIT E


                             MORTGAGE LOAN SCHEDULE


<TABLE>
<CAPTION>

 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments




                                                          231710535.21


                          06/01/2001                      Purchase                        Standard                   74.7573
 121967301
<S>                       <C>   <C>                       <C>                             <C>   <C>                  <C>   <C>
 MAHWAH                   04/11/2001                      7.75                            05/01/2031                 06/01/2001
 NJ                       360                             385000
 074300000                Primary Residence               384728.27                       0                            4728.27


                          06/01/1996                      Purchase                        Standard                   73
 450411996                04/29/1996                                                      N
 LOS ANGELES                                              7.875                           05/01/2026                 06/01/2001
 CA                       360                             219000
 914233112                Primary Residence               207739                          -0.02


 450620224                03/01/1997                      Purchase                        Standard                   95
                          01/09/1997                                                      N
 CA                       360                             270750                          02/01/2027                 06/01/2001

 910401327                Primary Residence               248606.42                       10640.26


 501059703                06/01/2001                      Refinance                       Standard                   66.6
 RICHMOND                 04/06/2001                                                      N
 VA                       360                             999000                          05/01/2031                 06/01/2001
 232260000                Primary Residence               998258.59
                                                                                          0


 503788408                06/01/2001                      Refinance                       Standard                   74.375
 ALTO                     04/18/2001                                                      N
 NM                       360                             297500                          05/01/2031                 06/01/2001
 883120000                Investment Property             297295.25
                                                                                          0


 503913907                07/01/2001                      Purchase                        Select                     66.2208
 WASHINGTON               05/18/2001                                                      N
 MI                       360                             500000                          06/01/2031                 06/01/2001
 483060000                Primary Residence               500000
                                                                                          0


 505766600                05/23/2001                      Purchase                        N                          79.9974
 SPRING BRANCH
 TX                       360                             399200                          06/01/2031                 06/01/2001
 780700000                Primary Residence               399200
                                                                                          0

                          03/01/2001                      Purchase                        Select                     79.9971
 505995209                01/23/2001                                                      N
 BRENTWOOD                                                7.75                            02/01/2031                 06/01/2001
 CA                       360                             314950
 945130000                Primary Residence               314052.16                       0


                          04/01/2001                      Construction-Perm               Stated Income              75.0784
 JOHNSTON                 10/11/2000                      anent                           N
                                                                                          11/01/2030                 06/01/2001
 029190000                Primary Residence               188016.55
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 506689603                07/01/2001                      Purchase                        Standard                   78.2349
 MOORESTOWN               05/30/2001                                                      N
 NJ                       360                             370000                          06/01/2031                 06/01/2001
 080570000                Primary Residence               370000
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   55.5556
 506790500
 FRISCO                   05/03/2001                      7.375                           05/01/2031                 06/01/2001
 CO                       360                             500000
 804430000                Second Home                     499619.54                       0                            0000


                          07/01/2001                      Purchase                        Standard                   79.9258
 506902501                05/11/2001                                                      N
 ANN ARBOR                                                7.375                           06/01/2031                 06/01/2001
 MI                       360                             312000
 481040000                Primary Residence               312000                          0


 506995000                04/01/2001                      Purchase                        Standard                   58.6667
                          02/05/2001                                                      N
 NY                       360                             440000                          03/01/2031                 06/01/2001

 117970000                Primary Residence               438988.38                       142.29


 507003309                06/01/2001                      Purchase                        VIP Relocation             80
 GENEVA                   04/24/2001                                                      N
 IL                       360                             364000                          05/01/2031                 06/01/2001
 601340000                Primary Residence               363716.04
                                                                                          0


 507236503                06/01/2001                      Purchase                        Standard                   79.9991
 IRVINE                   05/02/2001                                                      N
 CA                       360                             340040                          05/01/2031                 06/01/2001
 926020000                Primary Residence               339805.98
                                                                                          0


 507440204                07/01/2001                      Purchase                        Standard                   83.5922
 MOORESTOWN               05/30/2001                                                      N
 NJ                       360                             480250                          06/01/2031                 06/01/2001
 080570000                Primary Residence               480250
                                                                                          0


 507559102                10/31/2000                      Purchase                        N                          95
 PASADENA
 CA                       360                             299250                          11/01/2030                 06/01/2001
 911050000                Primary Residence               297815.83
                                                                                          0.14

                          06/01/2001                      Purchase                        Standard                   50
 509054904                04/13/2001                                                      N
 ROCKVILLE CENTRE                                         7.5                             05/01/2031                 06/01/2001
 NY                       360                             400000
 115700000                Primary Residence               399703.14                       0


                          07/01/2001                      Purchase                        Standard                   79.995
 NEWBURY                  05/29/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 019510000                Primary Residence               319900
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 509505509                07/01/2001                      Purchase                        Select                     80
 ROCKY RIVER              05/11/2001                                                      N
 OH                       360                             408000                          06/01/2031                 06/01/2001
 441160000                Primary Residence               408000
                                                                                          0

                          03/01/2001                      Refinance                       Standard                   80
 509889903
 NOVATO                   02/22/2001                      7.625                           02/01/2031                 06/01/2001
 CA                       360                             436800
 949490000                Primary Residence               435523.3                        0                            5523.3


                          06/01/2001                      Refinance                       Standard                   66.8919
 509979001                04/24/2001                                                      N
 ENGLEWOOD                                                7.625                           05/01/2031                 06/01/2001
 NJ                       360                             495000
 076310000                Primary Residence               494641.73                       0


 510038102                05/01/2001                      Refinance                       Standard                   70
                          03/14/2001                                                      N
 MI                       360                             476000                          04/01/2031                 06/01/2001

 484300000                Primary Residence               475308.77                       0


 510054505                04/01/2001                      Refinance                       Standard                   80
 WEST CHICAGO             03/15/2001                                                      N
 IL                       360                             300000                          03/01/2031                 06/01/2001
 601850000                Primary Residence               299392.07
                                                                                          0


 510076300                06/01/2001                      Purchase                        Standard                   89.1619
 OAK RIDGE                04/19/2001                                                      N
 NJ                       360                             370800                          05/01/2031                 06/01/2001
 074380000                Primary Residence               370524.81
                                                                                          0


 510105307                05/01/2001                      Purchase                        Standard                   80
 BIG SKY                  04/03/2001                                                      N
 MT                       360                             318400                          04/01/2031                 06/01/2001
 597160000                Second Home                     317925.92
                                                                                          0


 510302904                03/23/2001                      Refinance                       N                          75
 STONEHAM
 MA                       360                             307050                          04/01/2031                 06/01/2001
 021803416                Primary Residence               306592.82
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   80
 510424609                04/13/2001                                                      N
 BOCA RATON                                               7.75                            05/01/2031                 06/01/2001
 FL                       360                             370400
 334280000                Primary Residence               370138.57                       0


                          06/01/2001                      Refinance                       Streamline                 63.3224
 DOWNERS GROVE            04/06/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 605150000                Primary Residence               384329.86
                                                                                          369.8









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 510549900                06/01/2001                      Refinance                       Standard                   79.5918
 WOODCLIFF LAKE           04/13/2001                                                      N
 NJ                       360                             585000                          05/01/2031                 06/01/2001
 076750000                Primary Residence               584532.18
                                                                                          0

                          04/01/2001                      Purchase                        Standard                   80
 510588106
 MONTEREY                 02/13/2001                      7.75                            03/01/2031                 06/01/2001
 CA                       360                             340000
 939400000                Primary Residence               339275.4                        0.01                         9275.4


                          04/01/2001                      Purchase                        Standard                   90
 510644800                02/28/2001                                                      N
 FORT LAUDERDALE                                          7.875                           03/01/2031                 06/01/2001
 FL                       360                             330300
 333010000                Primary Residence               329613.56                       0.01


 510651607                05/01/2001                      Refinance                       Standard                   66.5955
                          03/26/2001                                                      N
 CA                       360                             296350                          04/01/2031                 06/01/2001

 934440000                Primary Residence               295795.15                       102.46


 510662604                05/01/2001                      Refinance                       Standard                   67.4
 WATERFORD                04/05/2001                                                      N
 MI                       360                             337000                          04/01/2031                 06/01/2001
 483290000                Primary Residence               336485.56
                                                                                          0


 510700701                05/01/2001                      Purchase                        Standard                   69.7885
 OLMOS PARK               03/30/2001                                                      N
 TX                       360                             462000                          04/01/2031                 06/01/2001
 782120000                Primary Residence               461294.74
                                                                                          0.01


 510724701                07/01/2001                      Purchase                        Relocation                 80
 WINDHAM                  05/04/2001                                                      N
 NH                       360                             360000                          06/01/2031                 06/01/2001
 030870000                Primary Residence               360000
                                                                                          0


 510757107                04/16/2001                      Refinance                       N                          80
 SAN CLEMENTE
 CA                       360                             344000                          05/01/2031                 06/01/2001
 926720000                Primary Residence               343431.64
                                                                                          300

                          06/01/2001                      Refinance                       Standard                   68.1649
 510806607                04/06/2001                                                      N
 NAPLES                                                   7.125                           05/01/2031                 06/01/2001
 FL                       360                             330600
 341020000                Second Home                     330335.62                       0


                          04/01/2001                      Refinance                       Select                     30.5176
 NEWPORT BEACH            03/21/2001                                                      N
                                                                                          03/01/2031                 06/01/2001
 926609015                Primary Residence               349092.72
                                                                                          123.12









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 511169500                06/01/2001                      Refinance                       Standard                   67.1842
 LOS ANGELES              04/02/2001                                                      N
 CA                       360                             382950                          05/01/2031                 06/01/2001
 900560000                Primary Residence               382665.79
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   71.7222
 511171001
 GLEN ALLEN               04/17/2001                      7.25                            05/01/2031                 06/01/2001
 VA                       360                             387300
 230600000                Primary Residence               386997.87                       0                            6997.87


                          06/01/2001                      Refinance                       Streamline                 73.5
 511173205                04/18/2001                                                      N
 NEDERLAND                                                7.25                            05/01/2031                 06/01/2001
 CO                       360                             294000
 804660000                Primary Residence               293770.65                       0


 511221905                05/01/2001                      Refinance                       Streamline                 80
                          04/17/2001                                                      Y
 NY                       360                             440000                          04/01/2031                 06/01/2001

 109240000                Primary Residence               439344.86                       0


 511263204                06/01/2001                      Purchase                        Standard                   84.2105
 MIDDLEBURG               04/04/2001                                                      N
 VA                       360                             400000                          05/01/2031                 06/01/2001
 201170000                Primary Residence               399717.68
                                                                                          0


 511264806                05/01/2001                      Refinance                       Standard                   73.1707
 ALISO VIEJO              04/02/2001                                                      N
 CA                       360                             300000                          04/01/2031                 06/01/2001
 926560000                Primary Residence               299553.31
                                                                                          0


 511341208                05/01/2001                      Refinance                       Select                     73.9802
 HILLMAN                  03/29/2001                                                      N
 MI                       360                             373600                          04/01/2031                 06/01/2001
 497460000                Second Home                     373096.97
                                                                                          0


 511372302                02/28/2001                      Refinance                       N                          79.5718
 SAN MARCOS
 CA                       360                             548250                          03/01/2031                 06/01/2001
 920690000                Primary Residence               547051.99
                                                                                          0.01

                          07/01/2001                      Purchase                        Streamline                 80
 511395006                05/07/2001                                                      N
 OAK BLUFFS                                               7.5                             06/01/2031                 06/01/2001
 MA                       360                             394400
 025570000                Second Home                     394400                          0


                          06/01/2001                      Refinance                       Standard                   88.1463
 SUGAR LAND               04/17/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 774790000                Primary Residence               360831.78
                                                                                          300









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 511455206                06/01/2001                      Refinance                       Standard                   77.6699
 YARDLEY                  04/09/2001                                                      N
 PA                       360                             400000                          05/01/2031                 06/01/2001
 190670000                Primary Residence               399703.14
                                                                                          0

                          07/01/2001                      Purchase                        Standard                   80
 511502106
 PEARL RIVER              05/21/2001                      7.875                           06/01/2031                 06/01/2001
 NY                       360                             344000
 109650000                Primary Residence               344000                          0                            4000


                          06/01/2001                      Refinance                       Standard                   40.8861
 511530503                04/17/2001                                                      N
 NORTHVILLE                                               7.375                           05/01/2031                 06/01/2001
 MI                       360                             323000
 481670000                Primary Residence               322754.21                       0


 511576001                06/01/2001                      Refinance                       Standard                   68.4897
                          04/10/2001                                                      N
 NJ                       360                             999950                          05/01/2031                 06/01/2001

 076750000                Primary Residence               999207.89                       0


 511590309                06/01/2001                      Refinance                       Standard                   47.4889
 CARMEL VALLEY            04/09/2001                                                      N
 CA                       360                             427400                          05/01/2031                 06/01/2001
 939240000                Primary Residence               427066.58
                                                                                          0


 511657900                06/01/2001                      Purchase                        Super Select               79.0969
 SCOTTSDALE               04/16/2001                                                      N
 AZ                       360                             649900                          05/01/2031                 06/01/2001
 852550000                Primary Residence               649393.01
                                                                                          0


 511681603                05/01/2001                      Refinance                       Select                     76.9231
 SALINAS                  03/08/2001                                                      N
 CA                       360                             400000                          04/01/2031                 06/01/2001
 939081110                Primary Residence               399404.4
                                                                                          0.02


 511682502                04/12/2001                      Refinance                       N                          30
 UPPER SADDLE
 NJ                       360                             375000                          05/01/2031                 06/01/2001
 074580000                Primary Residence               374728.58
                                                                                          0

                          05/01/2001                      Refinance                       Streamline                 90
 511688806                04/05/2001                                                      N
 BARRINGTON                                               7.75                            04/01/2031                 06/01/2001
 IL                       360                             304650
 600100000                Primary Residence               304218.56                       0.01


                          06/01/2001                      Purchase                        Standard                   80
 FT COLLINS               04/24/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 805280000                Primary Residence               355735.79
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 511719403                04/01/2001                      Refinance                       Standard                   63.7791
 SAN ANTONIO              02/23/2001                                                      N
 TX                       360                             519800                          03/01/2031                 06/01/2001
 782570000                Primary Residence               518692.24
                                                                                          0

                          06/01/2001                      Purchase                        Stated Income              58.8235
 511873903
 LONG BEACH               04/26/2001                      7.875                           05/01/2031                 06/01/2001
 NY                       360                             225000
 115610000                Primary Residence               224845.15                       0                            4845.15


                          06/01/2001                      Refinance                       Stated Income              74
 511915704                04/23/2001                                                      N
 LA CRESCENTA                                             7.75                            05/01/2031                 06/01/2001
 CA                       360                             299700
 912140000                Primary Residence               299488.47                       0


 511938003                05/01/2001                      Refinance                       Standard                   74.5652
                          04/04/2001                                                      N
 MI                       360                             343000                          04/01/2031                 06/01/2001

 480250000                Primary Residence               342275.78                       200.62


 511987000                06/01/2001                      Purchase                        Standard                   84.2105
 LITTLE NECK              04/24/2001                                                      N
 NY                       360                             320000                          05/01/2031                 06/01/2001
 113630000                Primary Residence               319768.39
                                                                                          0


 512067000                07/01/2001                      Purchase                        Standard                   84.6797
 MARBLEHEAD               05/11/2001                                                      N
 MA                       360                             304000                          06/01/2031                 06/01/2001
 019450000                Primary Residence               304000
                                                                                          0


 512073206                06/01/2001                      Purchase                        Select                     80
 SARASOTA                 04/27/2001                                                      N
 FL                       360                             392000                          05/01/2031                 06/01/2001
 342360000                Second Home                     391694.19
                                                                                          0


 512103508                03/20/2001                      Refinance                       N                          77.1084
 LESTER PRAIRIE
 MN                       360                             640000                          04/01/2031                 06/01/2001
 553540000                Primary Residence               639023.01
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   75
 512112202                04/11/2001                                                      N
 LEESBURG                                                 7.625                           05/01/2031                 06/01/2001
 VA                       360                             345000
 220750000                Primary Residence               344750.3                        0


                          06/01/2001                      Refinance                       Select                     80
 REDONDO BEACH            04/30/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 902774169                Primary Residence               559614.61
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 512205501                06/01/2001                      Purchase                        Stated Income              75
 STRATTON                 04/23/2001                                                      N
 VT                       360                             176250                          05/01/2031                 06/01/2001
 051550000                Second Home                     176125.6
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   80
 512208000
 FORT LAUDERDALE          04/12/2001                      7.375                           05/01/2031                 06/01/2001
 FL                       360                             312000
 333080000                Second Home                     311762.59                       0                            1762.59


                          06/01/2001                      Purchase                        Standard                   80
 512230400                04/12/2001                                                      N
 ARLINGTON                                                7.5                             05/01/2031                 06/01/2001
 MA                       360                             364000
 021740000                Primary Residence               363729.85                       0


 512274200                07/01/2001                      Refinance                       Select                     79.9
                          05/11/2001                                                      N
 MI                       360                             319600                          06/01/2031                 06/01/2001

 483060000                Primary Residence               319600                          0


 512283102                06/01/2001                      Refinance                       Streamline                 78.8817
 LUTHERVILLE              04/04/2001                                                      N
 MD                       360                             366800                          05/01/2031                 06/01/2001
 210930000                Primary Residence               366513.85
                                                                                          0


 512297607                04/01/2001                      Refinance                       Standard                   68.8182
 NEW HOPE                 03/20/2001                                                      N
 PA                       360                             378500                          03/01/2031                 06/01/2001
 189380000                Primary Residence               377025.24
                                                                                          668.12


 512322009                05/01/2001                      Refinance                       Stated Income              52.2388
 PENNINGTON               03/30/2001                                                      N
 NJ                       240                             140000                          04/01/2021                 06/01/2001
 085340000                Primary Residence               139508.09
                                                                                          0


 512325002                03/29/2001                      Refinance                       N                          76.6521
 FRESNO
 CA                       360                             536565                          04/01/2031                 06/01/2001
 937110000                Primary Residence               535766.07
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   46.25
 512345604                03/28/2001                                                      N
 SAN MATEO                                                7.375                           04/01/2031                 06/01/2001
 CA                       360                             286750
 944030000                Primary Residence               286312.26                       0


                          07/01/2001                      Purchase                        Standard                   58.0205
 BOULDER                  05/16/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 803040000                Primary Residence               340000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 512407107                06/01/2001                      Refinance                       Standard                   67.4651
 HUNTINGTON BEACH         04/23/2001                                                      N
 CA                       360                             290100                          05/01/2031                 06/01/2001
 926460000                Primary Residence               289873.69
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   79.0123
 512494303
 SANTA ROSA               04/05/2001                      7.5                             04/01/2031                 06/01/2001
 CA                       360                             320000
 954090000                Primary Residence               319511.03                       12.51                        9511.03


                          06/01/2001                      Purchase                        Standard                   62.5
 512502907                04/26/2001                                                      N
 LONG BEACH                                               7.25                            05/01/2031                 06/01/2001
 CA                       360                             375000
 908150000                Primary Residence               374707.46                       -0.01


 512538307                06/01/2001                      Refinance                       Stated Income              73.0952
                          04/18/2001                                                      N
 CO                       360                             307000                          05/01/2031                 06/01/2001

 805130000                Primary Residence               306766.39                       0


 512543703                06/01/2001                      Refinance                       Stated Income              65
 BURLINGTON               04/20/2001                                                      N
 VT                       360                             97500                           05/01/2031                 06/01/2001
 054010000                Primary Residence               97445.33
                                                                                          0


 512570102                06/01/2001                      Purchase                        Standard                   80
 DALLAS                   04/06/2001                                                      N
 TX                       360                             536000                          05/01/2031                 06/01/2001
 752400000                Primary Residence               535602.21
                                                                                          0


 512574708                06/01/2001                      Refinance                       Standard                   40.7179
 GULF BREEZE              04/10/2001                                                      N
 FL                       360                             397000                          05/01/2031                 06/01/2001
 325610000                Primary Residence               396690.3
                                                                                          0


 512574807                04/25/2001                      Refinance                       N                          80
 HOUSTON
 TX                       360                             320000                          05/01/2031                 06/01/2001
 770060000                Primary Residence               319744.1
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   80
 512576208                03/30/2001                                                      N
 HOUSTON                                                  7.125                           04/01/2031                 06/01/2001
 TX                       360                             544000
 770240000                Primary Residence               543079.24                       48.11


                          07/01/2001                      Purchase                        Super Select               79.9001
 PROSPECT                 05/31/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 400310000                Primary Residence               640000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 512591702                06/01/2001                      Refinance                       Streamline                 67.0611
 LOUISVILLE               05/04/2001                                                      N
 KY                       360                             340000                          05/01/2031                 06/01/2001
 402070000                Primary Residence               339747.67
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   63.4434
 512592205
 SALINE                   04/05/2001                      8                               04/01/2031                 06/01/2001
 MI                       360                             336250
 481760000                Primary Residence               335596.59                       200.66                       5596.59


                          05/01/2001                      Purchase                        Relocation                 80
 512616400                03/27/2001                                                      N
 GILROY                                                   7.125                           04/01/2031                 06/01/2001
 CA                       360                             356000
 950200000                Primary Residence               355428.93                       0


 512638503                07/01/2001                      Refinance                       Streamline                 73.4783
                          05/31/2001                                                      N
 CA                       360                             338000                          06/01/2031                 06/01/2001

 928310000                Primary Residence               338000                          0


 512642505                06/01/2001                      Refinance                       Standard                   79.2597
 GRESHAM                  04/02/2001                                                      N
 OR                       240                             305150                          05/01/2021                 06/01/2001
 970800000                Primary Residence               304581.77
                                                                                          0


 512648700                06/01/2001                      Refinance                       Standard                   46.8571
 FT MYERS                 04/13/2001                                                      N
 FL                       360                             410000                          05/01/2031                 06/01/2001
 339080000                Primary Residence               409680.15
                                                                                          0


 512655804                06/01/2001                      Refinance                       Select                     78.5326
 DAVISBURG                04/11/2001                                                      N
 MI                       360                             361250                          05/01/2031                 06/01/2001
 483500000                Primary Residence               360995.03
                                                                                          0


 512671702                04/18/2001                      Purchase                        N                          80
 SADDLE RIVER
 NJ                       360                             640000                          05/01/2031                 06/01/2001
 074580000                Primary Residence               639525.02
                                                                                          0

                          06/01/2001                      Refinance                       Select                     78.1988
 512691809                04/05/2001                                                      N
 ARCADIA                                                  7.5                             05/01/2031                 06/01/2001
 CA                       360                             649050
 910060000                Primary Residence               648568.3                        0


                          05/01/2001                      Purchase                        Standard                   90
 SCOTTSDALE               03/27/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 852580000                Primary Residence               359450.44
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 512769407                07/01/2001                      Purchase                        Standard                   60
 SOUTH SALEM              05/10/2001                                                      N
 NY                       360                             381000                          06/01/2031                 06/01/2001
 105900000                Primary Residence               381000
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   58.4111
 512772104
 RIEGLESVILLE             03/23/2001                      8                               04/01/2031                 06/01/2001
 PA                       360                             525700
 180770000                Primary Residence               524992.17                       -0.01                        4992.17


                          06/01/2001                      Refinance                       Standard                   61.8868
 512795402                04/30/2001                                                      N
 WALNUT CREEK                                             7.375                           05/01/2031                 06/01/2001
 CA                       360                             328000
 945960000                Primary Residence               327750.41                       0


 512798802                06/01/2001                      Refinance                       Standard                   77.1474
                          04/27/2001                                                      N
 CO                       360                             366450                          05/01/2031                 06/01/2001

 801270000                Primary Residence               366085.42                       71.53


 512806902                07/01/2001                      Refinance                       Standard                   72.093
 DENVILLE                 05/10/2001                                                      N
 NJ                       360                             310000                          06/01/2031                 06/01/2001
 078340000                Primary Residence               310000
                                                                                          0


 512812900                08/01/2001                      Purchase                        Standard                   70
 POMPTON PLAINS           06/01/2001                                                      N
 NJ                       360                             910000                          07/01/2031                 06/01/2001
 074440000                Primary Residence               910000
                                                                                          671.17


 512814807                06/01/2001                      Purchase                        Stated Income              60.6061
 OVERLAND PARK            04/18/2001                                                      N
 KS                       360                             120000                          05/01/2031                 06/01/2001
 662130000                Primary Residence               119888.06
                                                                                          33.44


 512898107                05/01/2001                      Refinance                       N                          78
 CAMARILLO
 CA                       360                             331500                          05/01/2031                 06/01/2001
 930120000                Primary Residence               331253.98
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   79.9994
 512923707                04/27/2001                                                      N
 ALPHARETTA                                               7.375                           05/01/2031                 06/01/2001
 GA                       360                             402630
 300220000                Primary Residence               402323.63                       0


                          06/01/2001                      Refinance                       Standard                   45.9259
 ENGLEWOOD                04/09/2001                                                      N
                                                                                          05/01/2021                 06/01/2001
 801110000                Primary Residence               309023.95
                                                                                          398.8









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 512930504                06/01/2001                      Refinance                       Standard                   66.6667
 POINT PLEASANT           04/05/2001                                                      N
 NJ                       360                             350000                          05/01/2031                 06/01/2001
 087420000                Primary Residence               349496.11
                                                                                          250.57

                          06/01/2001                      Refinance                       Streamline                 71.5631
 512942707
 ORADELL                  04/12/2001                      7.375                           05/01/2031                 06/01/2001
 NJ                       360                             380000
 076490000                Primary Residence               379710.85                       0                            9710.85


                          06/01/2001                      Purchase                        Standard                   80
 512955006                04/27/2001                                                      N
 ROBBINSVILLE                                             7.875                           05/01/2031                 06/01/2001
 NJ                       360                             359200
 086910000                Primary Residence               358952.8                        0


 513006106                06/01/2001                      Purchase                        Select                     80
                          04/24/2001                                                      N
 CA                       360                             400000                          05/01/2031                 06/01/2001

 956249696                Primary Residence               399710.49                       0


 513008102                06/01/2001                      Refinance                       Standard                   75
 OFALLON                  04/06/2001                                                      N
 MO                       360                             321750                          05/01/2031                 06/01/2001
 633660000                Primary Residence               321528.56
                                                                                          0


 513019109                06/01/2001                      Refinance                       Super Select               79.8128
 THE WOODLANDS            04/24/2001                                                      N
 TX                       360                             434900                          05/01/2031                 06/01/2001
 773816456                Primary Residence               434552.21
                                                                                          0


 513073700                06/01/2001                      Refinance                       Select                     73.1707
 CHATSWORTH               04/16/2001                                                      N
 CA                       360                             300000                          05/01/2031                 06/01/2001
 913112339                Primary Residence               299771.72
                                                                                          0


 513115006                04/09/2001                      Refinance                       N                          53.7561
 STUDIO CITY
 CA                       360                             440800                          04/01/2031                 06/01/2001
 916040000                Primary Residence               440127.1
                                                                                          0.01

                          06/01/2001                      Purchase                        Standard                   80
 513136705                04/19/2001                                                      N
 CHARLESTON                                               7.5                             05/01/2031                 06/01/2001
 SC                       360                             336000
 294030000                Second Home                     335750.63                       0


                          06/01/2001                      Refinance                       Standard                   75
 SANTA BARBARA            04/25/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 931052906                Primary Residence               363480.04
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 513147504                06/01/2001                      Purchase                        Standard                   80
 SANTA ROSA               04/16/2001                                                      N
 CA                       360                             420000                          05/01/2031                 06/01/2001
 954090000                Primary Residence               419672.35
                                                                                          0

                          06/01/2001                      Refinance                       Streamline                 80
 513147603
 PENN VALLEY              05/01/2001                      7.375                           05/01/2031                 06/01/2001
 PA                       360                             400000
 190720000                Primary Residence               398110.7                        1584.92                      8110.7


                          06/01/2001                      Purchase                        Standard                   79.9492
 513165100                04/27/2001                                                      N
 WAUCONDA                                                 7.625                           05/01/2031                 06/01/2001
 IL                       360                             315000
 600840000                Primary Residence               314772                          0


 513167106                06/01/2001                      Refinance                       Streamline                 70.5882
                          04/24/2001                                                      N
 MA                       360                             372000                          05/01/2031                 06/01/2001

 019450000                Primary Residence               371716.93                       0


 513201608                05/01/2001                      Purchase                        Standard                   80
 DELRAY BEACH             03/30/2001                                                      N
 FL                       360                             572000                          04/01/2031                 06/01/2001
 334830000                Primary Residence               571372.76
                                                                                          0


 513228908                05/01/2001                      Refinance                       Streamline                 74.5652
 HOPEWELL TWP             04/05/2001                                                      N
 NJ                       360                             343000                          04/01/2031                 06/01/2001
 085250000                Primary Residence               342368.34
                                                                                          108.06


 513240606                06/01/2001                      Refinance                       Standard                   78.4314
 FAIRFIELD                04/25/2001                                                      N
 CA                       360                             400000                          05/01/2031                 06/01/2001
 945850000                Primary Residence               399703.14
                                                                                          0


 513256701                04/17/2001                      Refinance                       N                          77.451
 ACTON
 MA                       360                             395000                          05/01/2031                 06/01/2001
 017203126                Primary Residence               394706.85
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   76.0465
 513272302                05/02/2001                                                      N
 SCOTTSDALE                                               7.5                             05/01/2026                 06/01/2001
 AZ                       300                             327000
 852590000                Primary Residence               326248.94                       378.3


                          06/01/2001                      Refinance                       Streamline                 76.3347
 WINTER PARK              04/19/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 804820000                Second Home                     286734.32
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 513289603                06/01/2001                      Refinance                       Standard                   66.6207
 HOUSTON                  04/20/2001                                                      N
 TX                       360                             483000                          05/01/2031                 06/01/2001
 770080000                Primary Residence               482613.74
                                                                                          0

                          07/01/2001                      Purchase                        Standard                   80
 513292003
 PALATINE                 05/30/2001                      7.625                           06/01/2031                 06/01/2001
 IL                       360                             521600
 600670000                Primary Residence               521600                          0                            1600


                          06/01/2001                      Refinance                       Standard                   78.6517
 513297200                04/10/2001                                                      N
 KENSINGTON                                               7.75                            05/01/2031                 06/01/2001
 NH                       360                             350000
 038335611                Primary Residence               349752.97                       0


 513297507                07/01/2001                      Purchase                        Standard                   80
                          05/11/2001                                                      N
 NJ                       360                             520000                          06/01/2031                 06/01/2001

 082430000                Second Home                     520000                          0


 513301705                06/01/2001                      Refinance                       Standard                   50.0722
 LITTLETON                04/17/2001                                                      N
 CO                       360                             450650                          05/01/2031                 06/01/2001
 801240000                Primary Residence               450298.45
                                                                                          0


 513312504                05/01/2001                      Purchase                        Standard                   70.7071
 ANTIOCH                  04/03/2001                                                      N
 CA                       360                             350000                          04/01/2031                 06/01/2001
 945090000                Primary Residence               349039.14
                                                                                          426.57


 513354704                06/01/2001                      Refinance                       Stated Income              72.7273
 LUMBERVILLE              04/25/2001                                                      N
 PA                       360                             480000                          05/01/2031                 06/01/2001
 189330000                Primary Residence               479652.59
                                                                                          0


 513355008                04/24/2001                      Refinance                       N                          80
 SOLEBURY
 PA                       360                             360000                          05/01/2031                 06/01/2001
 189630000                Primary Residence               359719.16
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   75
 513383505                04/17/2001                                                      N
 LEICESTER                                                7.5                             05/01/2031                 06/01/2001
 MA                       360                             458250
 015240000                Primary Residence               457909.9                        0


                          07/01/2001                      Refinance                       Streamline                 75.283
 FLORHAM PARK             05/09/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 079320000                Primary Residence               399000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 513391300                06/01/2001                      Refinance                       Standard                   70.9524
 TEMPLETON                04/25/2001                                                      N
 CA                       360                             298000                          05/01/2031                 06/01/2001
 934650000                Primary Residence               297773.24
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   90
 513397901
 STERLING                 05/01/2001                      7.25                            05/01/2031                 06/01/2001
 MA                       360                             316800
 015640000                Primary Residence               316552.86                       0                            6552.86


                          07/01/2001                      Refinance                       Standard                   67.2881
 513417600                05/23/2001                                                      N
 ORION TOWNSHIP                                           7.375                           06/01/2031                 06/01/2001
 MI                       360                             397000
 483600000                Primary Residence               397000                          0


 513431304                07/01/2001                      Refinance                       Standard                   67.2881
                          05/22/2001                                                      N
 NJ                       360                             397000                          06/01/2031                 06/01/2001

 082470000                Second Home                     397000                          0


 513433706                06/01/2001                      Purchase                        Standard                   80
 MECHANICSBURG            04/17/2001                                                      N
 PA                       360                             368000                          05/01/2031                 06/01/2001
 170550000                Primary Residence               367712.92
                                                                                          0


 513459909                07/01/2001                      Refinance                       Streamline                 69.7566
 PETERBOROUGH             05/11/2001                                                      N
 NH                       360                             366222                          06/01/2031                 06/01/2001
 034580000                Primary Residence               366222
                                                                                          0


 513464404                07/01/2001                      Refinance                       Select                     44.0044
 PHILADELPHIA             05/08/2001                                                      N
 PA                       360                             400000                          06/01/2031                 06/01/2001
 191281808                Primary Residence               400000
                                                                                          0


 513500405                04/12/2001                      Refinance                       N                          68.5882
 NORTH PALM BEACH
 FL                       360                             349800                          05/01/2031                 06/01/2001
 334080000                Primary Residence               349434.13
                                                                                          99.7

                          06/01/2001                      Refinance                       Streamline                 75
 513502500                04/25/2001                                                      N
 HIGHLANDS RANCH                                          7.125                           05/01/2031                 06/01/2001
 CO                       360                             312750
 801260000                Primary Residence               312499.89                       0


                          05/01/2001                      Refinance                       Streamline                 67.4445
 WINTER PARK              04/12/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 804820000                Second Home                     371436.13
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 513526103                05/01/2001                      Refinance                       Streamline                 80
 LITTLETON                04/12/2001                                                      N
 CO                       360                             492000                          04/01/2031                 06/01/2001
 801270000                Primary Residence               491248.94
                                                                                          0

                          07/01/2001                      Purchase                        Standard                   65.7529
 513526509
 FLEMINGTON               05/15/2001                      7.375                           06/01/2031                 06/01/2001
 NJ                       360                             355000
 088220000                Primary Residence               355000                          0                            5000


                          07/01/2001                      Purchase                        Select                     70
 513533901                05/01/2001                                                      N
 WYOMISSING                                               7.5                             06/01/2031                 06/01/2001
 PA                       360                             945000
 196100000                Primary Residence               945000                          0


 513535104                06/01/2001                      Refinance                       Standard                   80
                          04/24/2001                                                      N
 NJ                       360                             360000                          05/01/2031                 06/01/2001

 087550000                Primary Residence               359745.91                       0


 513546408                06/01/2001                      Refinance                       Streamline                 66.5641
 SEA ISLE CITY            04/17/2001                                                      N
 NJ                       360                             649000                          05/01/2031                 06/01/2001
 082430000                Second Home                     648493.71
                                                                                          0


 513565507                06/01/2001                      Refinance                       Stated Income              33.8889
 BIG SKY                  04/17/2001                                                      N
 MT                       360                             204350                          05/01/2031                 06/01/2001
 597160000                Primary Residence               204219.69
                                                                                          0


 513594705                06/01/2001                      Refinance                       Select                     61.3977
 BELLEVUE                 05/02/2001                                                      N
 WA                       360                             810450                          05/01/2031                 06/01/2001
 980040000                Primary Residence               805315.53
                                                                                          4517.78


 513599407                05/07/2001                      Purchase                        N                          95
 LEE'S SUMMIT
 MO                       360                             314450                          05/01/2031                 06/01/2001
 640820000                Primary Residence               313828.27
                                                                                          394.14

                          06/01/2001                      Refinance                       Streamline                 66.1111
 513633107                04/18/2001                                                      N
 WELLINGTON                                               7.625                           05/01/2031                 06/01/2001
 FL                       360                             595000
 334140000                Primary Residence               594569.35                       0


                          07/01/2001                      Purchase                        Standard                   80
 HAWORTH                  05/16/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 076410000                Primary Residence               614400
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 513653600                06/01/2001                      Refinance                       Standard                   60.7429
 NIWOT                    04/24/2001                                                      N
 CO                       360                             318900                          05/01/2031                 06/01/2001
 805010000                Primary Residence               318544.98
                                                                                          100

                          06/01/2001                      Purchase                        Relocation                 80
 513661207
 HUNTINGTON BEACH         04/10/2001                      7.5                             05/01/2031                 06/01/2001
 CA                       360                             378000
 926460000                Primary Residence               377719.46                       0                            7719.46


                          06/01/2001                      Purchase                        Standard                   79.99
 513661306                04/04/2001                                                      N
 TOMBALL                                                  7.125                           05/01/2031                 06/01/2001
 TX                       360                             475400
 773750000                Primary Residence               475019.83                       0


 513676403                06/01/2001                      Purchase                        Standard                   80
                          04/25/2001                                                      N
 TX                       360                             384000                          05/01/2031                 06/01/2001

 774940000                Primary Residence               383715.01                       0


 513717009                06/01/2001                      Refinance                       Standard                   69.9111
 FORT WORTH               04/24/2001                                                      N
 TX                       360                             314600                          05/01/2031                 06/01/2001
 761790000                Primary Residence               314372.3
                                                                                          0


 513773309                07/01/2001                      Purchase                        Standard                   80
 YORK                     05/30/2001                                                      N
 ME                       360                             383200                          06/01/2031                 06/01/2001
 039090000                Primary Residence               383200
                                                                                          0


 513782300                07/01/2001                      Purchase                        Standard                   50.665
 BIRMINGHAM               05/11/2001                                                      N
 MI                       360                             400000                          06/01/2031                 06/01/2001
 480090000                Primary Residence               400000
                                                                                          0


 513801001                05/14/2001                      Refinance                       N                          75.3316
 WOODINVILLE
 WA                       360                             284000                          06/01/2031                 06/01/2001
 980720000                Second Home                     284000
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   75.1667
 513822809                04/26/2001                                                      N
 BOULDER                                                  7.25                            05/01/2031                 06/01/2001
 CO                       360                             360800
 803030000                Primary Residence               360518.53                       0


                          07/01/2001                      Purchase                        Standard                   80
 NASHVILLE                05/16/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 372094511                Primary Residence               376000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 513841007                06/01/2001                      Refinance                       Standard                   75
 LONGMONT                 04/20/2001                                                      N
 CO                       360                             356250                          05/01/2031                 06/01/2001
 805030000                Primary Residence               354472.08
                                                                                          1500

                          06/01/2001                      Purchase                        Standard                   80
 513886002
 KATY                     04/30/2001                      7.125                           05/01/2031                 06/01/2001
 TX                       360                             396000
 774500000                Primary Residence               395683.32                       0                            5683.32


                          07/01/2001                      Purchase                        Standard                   80
 513942904                05/30/2001                                                      N
 WILMINGTON                                               7.625                           06/01/2031                 06/01/2001
 DE                       360                             328000
 198070000                Primary Residence               328000                          0


 513965400                07/01/2001                      Refinance                       Standard                   80
                          05/09/2001                                                      N
 FL                       360                             396000                          06/01/2031                 06/01/2001

 334690000                Primary Residence               396000                          0


 513975508                06/01/2001                      Refinance                       Select                     69.2308
 PALM BEACH               04/30/2001                                                      N
 FL                       360                             900000                          05/01/2031                 06/01/2001
 334180000                Primary Residence               899332.06
                                                                                          0


 514023209                07/01/2001                      Refinance                       Standard                   80
 HAMILTON                 05/23/2001                                                      N
 VA                       360                             304000                          06/01/2031                 06/01/2001
 201580000                Primary Residence               304000
                                                                                          0


 514031707                07/01/2001                      Refinance                       Streamline                 80
 SANTA ROSA               05/25/2001                                                      N
 CA                       360                             508000                          06/01/2031                 06/01/2001
 954050000                Primary Residence               508000
                                                                                          0


 514074301                05/02/2001                      Purchase                        N                          80
 COPPELL
 TX                       360                             288000                          06/01/2031                 06/01/2001
 750190000                Primary Residence               288000
                                                                                          0

                          07/01/2001                      Refinance                       Standard                   76.3504
 514093509                05/09/2001                                                      N
 SAN ANTONIO                                              7.125                           06/01/2031                 06/01/2001
 TX                       360                             446650
 782300000                Primary Residence               446650                          0


                          06/01/2001                      Purchase                        Standard                   90
 CARNATION                04/27/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 980140000                Primary Residence               354330.17
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 514149509                07/01/2001                      Refinance                       Streamline                 80
 PALATINE                 05/24/2001                                                      N
 IL                       360                             288000                          06/01/2031                 06/01/2001
 600670000                Primary Residence               288000
                                                                                          0

                          07/01/2001                      Refinance                       Select                     74.3948
 514158807
 KOKOMO                   05/02/2001                      7.5                             06/01/2031                 06/01/2001
 IN                       360                             371974
 469024753                Primary Residence               371974                          0                            1974


                          06/01/2001                      Refinance                       Standard                   78.9913
 514159003                04/24/2001                                                      N
 BOULDER                                                  7.375                           05/01/2031                 06/01/2001
 CO                       360                             454200
 803010000                Primary Residence               453854.39                       0


 514200708                06/01/2001                      Purchase                        Standard                   94.8774
                          04/26/2001                                                      N
 GA                       360                             280783                          05/01/2031                 06/01/2001

 300620000                Primary Residence               280574.61                       0


 514202407                06/01/2001                      Refinance                       Standard                   79.2079
 SAN ANTONIO              04/25/2001                                                      N
 TX                       360                             400000                          05/01/2031                 06/01/2001
 782560000                Primary Residence               399687.96
                                                                                          0


 514335207                06/01/2001                      Purchase                        Standard                   80
 FT COLLINS               04/27/2001                                                      N
 CO                       360                             428000                          05/01/2031                 06/01/2001
 805260000                Primary Residence               427657.73
                                                                                          0


 514374107                07/01/2001                      Purchase                        Select                     80
 LIVERMORE                05/14/2001                                                      N
 CA                       360                             316000                          06/01/2031                 06/01/2001
 945500000                Primary Residence               316000
                                                                                          0


 514408202                05/23/2001                      Refinance                       N                          63.6364
 EASTHAM
 MA                       360                             175000                          06/01/2031                 06/01/2001
 026420000                Primary Residence               175000
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   74.5918
 514415702                04/30/2001                                                      N
 CARY                                                     8                               05/01/2031                 06/01/2001
 NC                       360                             365500
 275110000                Primary Residence               365254.76                       0


                          07/01/2001                      Purchase                        Standard                   80
 FT COLLINS               05/25/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 805240000                Primary Residence               500000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 514473206                07/01/2001                      Purchase                        Standard                   80
 BRENTWOOD                05/21/2001                                                      N
 TN                       360                             447200                          06/01/2031                 06/01/2001
 370270000                Primary Residence               447200
                                                                                          0

                          07/01/2001                      Refinance                       Streamline                 73.5818
 514549302
 SEA ISLE CITY            05/23/2001                      7.75                            06/01/2031                 06/01/2001
 NJ                       360                             404700
 082430000                Second Home                     404700                          0                            4700


                          07/01/2001                      Refinance                       Standard                   66.6667
 514591502                05/15/2001                                                      N
 AUSTIN                                                   7.5                             06/01/2031                 06/01/2001
 TX                       360                             400000
 787310000                Primary Residence               400000                          0


 514606904                07/01/2001                      Refinance                       Stated Income              65
                          05/07/2001                                                      N
 RI                       360                             87750                           06/01/2031                 06/01/2001

 029090000                Primary Residence               87750                           0


 514617802                07/01/2001                      Refinance                       Standard                   63.4118
 SANTA BARBARA            05/31/2001                                                      N
 CA                       360                             539000                          06/01/2031                 06/01/2001
 931050000                Primary Residence               539000
                                                                                          0


 514634807                07/01/2001                      Refinance                       Standard                   80
 AUSTIN                   05/14/2001                                                      N
 TX                       360                             400000                          06/01/2031                 06/01/2001
 787310000                Primary Residence               400000
                                                                                          0


 514691401                07/01/2001                      Purchase                        Stated Income              71.1403
 CORAL SPRINGS            05/04/2001                                                      N
 FL                       360                             360000                          06/01/2031                 06/01/2001
 330710000                Primary Residence               360000
                                                                                          0


 514710607                05/24/2001                      Refinance                       N                          58.3815
 FLAGSTAFF
 AZ                       360                             505000                          06/01/2031                 06/01/2001
 860010000                Second Home                     505000
                                                                                          0

                          07/01/2001                      Refinance                       Super Select               77.2727
 514829803                05/24/2001                                                      N
 EMMAUS                                                   7.375                           06/01/2031                 06/01/2001
 PA                       360                             425000
 180491259                Primary Residence               425000                          0


                          07/01/2001                      Purchase                        Standard                   80
 SEA ISLE CITY            05/18/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 082430000                Second Home                     384000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 514833201                07/01/2001                      Refinance                       Streamline                 61.2941
 BRYN MAWR                05/22/2001                                                      N
 PA                       360                             521000                          06/01/2031                 06/01/2001
 190101805                Primary Residence               521000
                                                                                          0

                          07/01/2001                      Purchase                        Standard                   79.8039
 514853704
 MISSION VIEJO            05/31/2001                      7.375                           06/01/2031                 06/01/2001
 CA                       360                             325600
 926920000                Primary Residence               325600                          0                            5600


                          07/01/2001                      Purchase                        Standard                   80
 514869106                05/30/2001                                                      N
 HALF MOON BAY                                            7.75                            06/01/2031                 06/01/2001
 CA                       360                             472800
 940190000                Primary Residence               472800                          0


 514881804                07/01/2001                      Purchase                        Standard                   90
                          05/29/2001                                                      N
 CO                       360                             292500                          06/01/2031                 06/01/2001

 809080000                Primary Residence               292500                          0


 514900406                07/01/2001                      Refinance                       Standard                   79.602
 PITTSTOWN                05/22/2001                                                      N
 NJ                       360                             320000                          06/01/2031                 06/01/2001
 088670000                Primary Residence               320000
                                                                                          0


 514953504                07/01/2001                      Purchase                        Standard                   70
 ALPHARETTA               05/16/2001                                                      N
 GA                       360                             420000                          06/01/2031                 06/01/2001
 300220000                Primary Residence               420000
                                                                                          0


 514969104                07/01/2001                      Purchase                        Standard                   95
 DALLAS                   05/17/2001                                                      N
 TX                       360                             312550                          06/01/2031                 06/01/2001
 752400000                Primary Residence               312550
                                                                                          0


 515033702                05/18/2001                      Purchase                        N                          80
 SAN JOSE
 CA                       360                             453600                          06/01/2031                 06/01/2001
 951363919                Primary Residence               453600
                                                                                          0

                          07/01/2001                      Refinance                       Streamline                 79.7882
 515093904                05/29/2001                                                      N
 ALISO VIEJO AREA                                         7.375                           06/01/2031                 06/01/2001
 CA                       360                             339100
 926560000                Primary Residence               339100                          0


                          07/01/2001                      Refinance                       Streamline                 73
 NASHUA                   05/30/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 030620000                Primary Residence               438000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 515248904                07/01/2001                      Refinance                       Streamline                 69.8444
 AUSTIN                   05/29/2001                                                      N
 TX                       360                             628600                          06/01/2031                 06/01/2001
 787040000                Primary Residence               628600
                                                                                          0

                          07/01/2001                      Purchase                        Standard                   80
 515293603
 CARY                     05/31/2001                      7.25                            06/01/2031                 06/01/2001
 NC                       360                             388000
 275110000                Primary Residence               388000                          0                            8000


                          07/01/2001                      Purchase                        Standard                   79.9993
 515403103                05/31/2001                                                      N
 LANCASTER                                                7.5                             06/01/2031                 06/01/2001
 PA                       360                             374400
 176020000                Primary Residence               374400                          0


 515511806                07/01/2001                      Refinance                       Standard                   59.8425
                          05/24/2001                                                      N
 CA                       360                             380000                          06/01/2031                 06/01/2001

 954057452                Primary Residence               380000                          0


 515530103                07/01/2001                      Purchase                        Standard                   80
 DENVER                   05/24/2001                                                      N
 CO                       360                             360000                          06/01/2031                 06/01/2001
 802060000                Primary Residence               360000
                                                                                          0


 600046092                01/01/2001                      Purchase                        Standard                   71.8163
 AVONDALE                 11/29/2000                                                      N
 PA                       360                             509750                          12/01/2030                 06/01/2001
 193110000                Primary Residence               507146.42
                                                                                          354.45


 600049665                06/01/2001                      Purchase                        Standard                   79.9935
 BASKIN RIDGE             04/26/2001                                                      N
 NJ                       360                             492900                          05/01/2031                 06/01/2001
 079200000                Primary Residence               492524.94
                                                                                          0


 600052968                11/17/2000                      Purchase                        N                          79.9909
 WHITEMARSH TWP
 PA                       360                             330800                          12/01/2030                 06/01/2001
 194620000                Primary Residence               329445.86
                                                                                          0.01

                          01/01/2001                      Purchase                        Standard                   80
 600053702                11/30/2000                                                      N
 WELLESLEY                                                8.125                           12/01/2030                 06/01/2001
 MA                       360                             282400
 024820000                Primary Residence               281272.7                        0.01


                          12/01/2000                      Refinance                       Standard                   79.9508
 SAN MARTIN               10/10/2000                                                      N
                                                                                          11/01/2030                 06/01/2001
 950460000                Primary Residence               647391.92
                                                                                          -0.01









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600055020                01/01/2001                      Refinance                       Standard                   83.3803
 WHEATRIDGE               11/07/2000                                                      N
 CO                       360                             296000                          12/01/2030                 06/01/2001
 800330000                Primary Residence               294818.43
                                                                                          -0.01

                          04/01/2001                      Purchase                        Standard                   80
 600056707
 KINGSTON                 02/13/2001                      7.75                            03/01/2031                 06/01/2001
 NH                       360                             457600
 038480000                Primary Residence               456624.83                       0                            6624.83


                          05/01/2001                      Purchase                        Standard                   75.0559
 600057433                03/09/2001                                                      N
 LAMBERTVILLE                                             8.25                            04/01/2031                 06/01/2001
 NJ                       360                             750000
 085300000                Primary Residence               747914.48                       1125.74


 600059860                06/01/2001                      Purchase                        Standard                   71.8468
                          04/26/2001                                                      N
 IL                       360                             319000                          05/01/2031                 06/01/2001

 601030000                Primary Residence               318774.86                       0


 600062067                03/01/2001                      Refinance                       Standard                   58.3582
 GLENVIEW                 01/04/2001                                                      Y
 IL                       360                             391000                          02/01/2031                 06/01/2001
 600250000                Primary Residence               390177.06
                                                                                          2.71


 600062247                07/01/2001                      Refinance                       Standard                   72.6154
 POTTSTOWN                05/09/2001                                                      N
 PA                       360                             472000                          06/01/2031                 06/01/2001
 194640000                Primary Residence               472000
                                                                                          0


 600062361                02/01/2001                      Purchase                        Standard                   80
 ERIE                     12/18/2000                                                      N
 CO                       360                             296000                          01/01/2031                 06/01/2001
 805160000                Primary Residence               294993.63
                                                                                          0.01


 600062431                12/13/2000                      Purchase                        N                          95
 MCLEAN
 VA                       360                             324900                          01/01/2031                 06/01/2001
 221010000                Primary Residence               323999.25
                                                                                          -0.01

                          02/01/2001                      Purchase                        Standard                   78.7751
 600062748                12/27/2000                                                      N
 HUNTINGTON BEACH                                         7.875                           01/01/2031                 06/01/2001
 CA                       360                             373000
 926490000                Primary Residence               371699.61                       0


                          06/01/2001                      Purchase                        STANDARD                   80
 GEORGETOWN               04/30/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 018330000                Primary Residence               379731.81
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600064098                03/01/2001                      Refinance                       Stated Income              73.8462
 NORTH                    01/23/2001                                                      N
 MA                       360                             192000                          02/01/2031                 06/01/2001
 027630000                Primary Residence               191307.97
                                                                                          209.69

                          05/01/2001                      Refinance                       Streamline                 80
 600064317
 LEXINGTON                03/30/2001                      7.5                             04/01/2031                 06/01/2001
 SC                       360                             460000
 290720000                Primary Residence               459315.11                       0                            9315.11


                          04/01/2001                      Purchase                        Standard                   85.9091
 600064509                02/06/2001                                                      N
 HENDERSON                                                7.875                           03/01/2031                 06/01/2001
 NV                       360                             472500
 890110000                Primary Residence               471518.08                       0


 600064774                03/01/2001                      Refinance                       Standard                   72.3636
                          01/25/2001                                                      N
 MA                       360                             398000                          02/01/2031                 06/01/2001

 017010000                Primary Residence               396893.6                        -0.01


 600066352                04/01/2001                      Refinance                       Standard                   79.646
 BROOKLINE                02/02/2001                                                      N
 MA                       360                             360000                          03/01/2031                 06/01/2001
 024460000                Primary Residence               359232.83
                                                                                          0


 600066449                05/01/2001                      Refinance                       Standard                   82.1918
 CHATHAM                  03/21/2001                                                      N
 NJ                       360                             300000                          04/01/2031                 06/01/2001
 079280000                Primary Residence               299585.75
                                                                                          0


 600066460                04/01/2001                      Refinance                       Standard                   78.6885
 RANDOLPH                 02/28/2001                                                      N
 NJ                       360                             480000                          03/01/2031                 06/01/2001
 079450000                Primary Residence               479002.47
                                                                                          -0.01


 600066725                04/06/2001                      Refinance                       N                          78.9744
 GLEN RIDGE
 NJ                       360                             616000                          05/01/2031                 06/01/2001
 070280000                Primary Residence               615565.24
                                                                                          0

                          03/01/2001                      Purchase                        Stated Income              75
 600067792                01/11/2001                                                      N
 MARGATE                                                  9.5                             02/01/2031                 06/01/2001
 FL                       360                             74250
 330630000                Primary Residence               74093.48                        8.71


                          03/01/2001                      Purchase                        Standard                   69.9281
 BRADENTON                01/26/2001                                                      N
                                                                                          02/01/2031                 06/01/2001
 342020000                Primary Residence               484614.61
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600072427                05/01/2001                      Refinance                       Standard                   75.6129
 YORK                     03/15/2001                                                      N
 SC                       360                             586000                          04/01/2031                 06/01/2001
 297450000                Primary Residence               585127.48
                                                                                          0

                          03/01/2001                      Refinance                       Standard                   79.5455
 600073030
 MOUNTAIN VIEW            01/09/2001                      8.125                           02/01/2031                 06/01/2001
 CA                       360                             525000
 940430000                Primary Residence               523612.29                       0                            3962.74


                          03/01/2001                      Purchase                        Standard                   90
 600074252                01/12/2001                                                      N
 WAUPACA                                                  8.125                           02/01/2031                 06/01/2001
 WI                       360                             323100
 549810000                Primary Residence               321491.64                       754.32


 600074423                04/01/2001                      Refinance                       Standard                   80
                          02/02/2001                                                      N
 NJ                       360                             328000                          03/01/2031                 06/01/2001

 085400000                Primary Residence               327399.65                       0


 600074856                03/01/2001                      Purchase                        Standard                   44.0275
 OAKTON                   01/31/2001                                                      N
 VA                       360                             325000                          02/01/2031                 06/01/2001
 221240000                Primary Residence               324026.12
                                                                                          0


 600075493                03/01/2001                      Purchase                        Standard                   79.9883
 DUMFRIES                 01/30/2001                                                      N
 VA                       360                             315800                          02/01/2031                 06/01/2001
 220260000                Primary Residence               314943.9
                                                                                          0


 600076086                04/01/2001                      Refinance                       Standard                   70
 PLANO                    02/27/2001                                                      N
 TX                       360                             875000                          03/01/2031                 06/01/2001
 750930000                Primary Residence               873226.91
                                                                                          0


 600076234                01/31/2001                      Refinance                       N                          78.0856
 WASHINGTON TWP
 NJ                       360                             310000                          02/01/2031                 06/01/2001
 086910000                Primary Residence               309116.3
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   80
 600076288                03/22/2001                                                      N
 SAN DIEGO                                                7.375                           04/01/2031                 06/01/2001
 CA                       360                             500000
 921300000                Primary Residence               499236.74                       0


                          06/01/2001                      Refinance                       Standard                   72.6801
 EDGEWATER                04/17/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 210370000                Primary Residence               559604.76
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600078645                05/01/2001                      Refinance                       Stated Income              44.9412
 HILTON HEAD ISL          03/19/2001                                                      N
 SC                       360                             382000                          04/01/2031                 06/01/2001
 299280000                Primary Residence               381472.49
                                                                                          -0.01

                          04/01/2001                      Purchase                        Standard                   76.0234
 600078722
 MELVALLEY                02/09/2001                      7.75                            03/01/2031                 06/01/2001
 CA                       360                             650000
 949410000                Primary Residence               648614.83                       0                            8614.83


                          06/01/2001                      Refinance                       STANDARD                   80
 600082421                04/10/2001                                                      N
 BLOOMINGTON                                              7.5                             05/01/2031                 06/01/2001
 IN                       360                             296000
 474080000                Primary Residence               295780.33                       0


 600082533                05/01/2001                      Refinance                       STANDARD                   36.9048
                          03/08/2001                                                      N
 NJ                       360                             310000                          04/01/2031                 06/01/2001

 077190000                Primary Residence               309582.6                        -0.01


 600082743                07/01/2001                      Refinance                       STANDARD                   80
 BLOOMINGTON              05/11/2001                                                      N
 IN                       360                             584000                          06/01/2031                 06/01/2001
 474089654                Primary Residence               584000
                                                                                          0


 600084882                05/01/2001                      Refinance                       Standard                   42.5
 BLUFFTON                 03/07/2001                                                      N
 SC                       360                             425000                          04/01/2031                 06/01/2001
 299100000                Primary Residence               423379.65
                                                                                          1003.18


 600086217                04/01/2001                      Refinance                       Standard                   80
 HOLLISTER                02/09/2001                                                      N
 CA                       360                             352800                          03/01/2031                 06/01/2001
 950230000                Primary Residence               352066.84
                                                                                          0


 600086408                04/11/2001                      Refinance                       N                          53.9474
 SOUTHBOROUGH
 MA                       360                             410000                          05/01/2031                 06/01/2001
 017720000                Primary Residence               409703.26
                                                                                          0

                          04/01/2001                      Purchase                        Standard                   80
 600086527                02/21/2001                                                      N
 SOMERSET                                                 8                               03/01/2031                 06/01/2001
 NJ                       360                             366000
 088730000                Primary Residence               365258.33                       0.01


                          04/01/2001                      Refinance                       Stated Income              67.8
 OSWEGO                   02/22/2001                                                      N
                                                                                          03/01/2031                 06/01/2001
 605430000                Primary Residence               101107.65
                                                                                          401.4









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600087052                05/01/2001                      Purchase                        Standard                   80
 HERNDON                  03/20/2001                                                      N
 VA                       360                             341516                          04/01/2031                 06/01/2001
 201710000                Primary Residence               341056.16
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   68.865
 600087874
 ARLINGTON                04/24/2001                      7.375                           05/01/2031                 06/01/2001
 MA                       360                             351900
 024340000                Primary Residence               351631.59                       0.65                         1631.59


                          04/01/2001                      Purchase                        Standard                   80
 600088101                02/28/2001                                                      N
 COLORADO SPRINGS                                         7.625                           03/01/2031                 06/01/2001
 CO                       360                             343200
 809180000                Primary Residence               342450.05                       0


 600088782                05/01/2001                      Purchase                        Standard                   90
                          03/20/2001                                                      N
 NC                       360                             324000                          04/01/2031                 06/01/2001

 276040000                Primary Residence               323505.42                       -0.02


 600088795                05/01/2001                      Purchase                        Standard                   80
 MEDIA                    03/20/2001                                                      N
 PA                       360                             317600                          04/01/2031                 06/01/2001
 190630000                Primary Residence               317138.78
                                                                                          0.01


 600088866                04/01/2001                      Refinance                       Standard                   34.4262
 BAYHEAD                  02/23/2001                                                      N
 NJ                       360                             315000                          03/01/2031                 06/01/2001
 087420000                Primary Residence               314294.27
                                                                                          0


 600089852                05/01/2001                      Refinance                       Standard                   59.322
 BLUFFTON                 03/30/2001                                                      N
 SC                       360                             350000                          04/01/2031                 06/01/2001
 299100000                Primary Residence               349478.86
                                                                                          0


 600089996                03/07/2001                      Refinance                       N                          65.7778
 CORTE MADERA
 CA                       360                             296000                          04/01/2031                 06/01/2001
 949250000                Primary Residence               295548.14
                                                                                          0.01

                          05/01/2001                      Purchase                        Standard                   80
 600090683                03/30/2001                                                      N
 FT MYES                                                  7.5                             04/01/2031                 06/01/2001
 FL                       360                             352000
 339120000                Primary Residence               351475.91                       0


                          05/01/2001                      Refinance                       Standard                   67.72
 WOODSTOCK                03/24/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 600980000                Primary Residence               338132.43
                                                                                          0.01









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600090943                05/01/2001                      Purchase                        Standard                   77.0115
 OCEAN CITY               03/30/2001                                                      N
 NJ                       360                             335000                          04/01/2031                 06/01/2001
 082260000                Second Home                     334488.62
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   80
 600091391
 VIENNA                   03/08/2001                      7.875                           04/01/2031                 06/01/2001
 VA                       360                             321600
 221800000                Primary Residence               321155.91                       0                            1378.68


                          05/01/2001                      Refinance                       Standard                   59.0278
 600091757                03/19/2001                                                      N
 EDGEWATER                                                7.625                           04/01/2031                 06/01/2001
 MD                       360                             425000
 210370000                Primary Residence               424382.83                       0


 600091864                04/01/2001                      Purchase                        Standard                   80
                          02/22/2001                                                      N
 CA                       360                             320000                          03/01/2031                 06/01/2001

 945850000                Primary Residence               318480.55                       802.52


 600091868                04/01/2001                      Purchase                        Standard                   80
 LIVERMORE                02/22/2001                                                      N
 CA                       360                             319200                          03/01/2031                 06/01/2001
 945500000                Primary Residence               318484.88
                                                                                          0


 600091944                06/01/2001                      Purchase                        Standard                   79.0155
 WEST ROXBURY             04/23/2001                                                      N
 MA                       360                             305000                          05/01/2031                 06/01/2001
 021320000                Primary Residence               304756.1
                                                                                          0


 600092226                05/01/2001                      Purchase                        Standard                   65.8848
 DELRAY BEACH             03/09/2001                                                      N
 FL                       360                             500000                          04/01/2031                 06/01/2001
 334830000                Primary Residence               499236.74
                                                                                          0


 600092235                03/21/2001                      Purchase                        N                          76.5053
 KIOWA
 CO                       360                             363400                          04/01/2031                 06/01/2001
 811070000                Primary Residence               362898.18
                                                                                          0

                          04/01/2001                      Refinance                       Standard                   78.2609
 600092236                03/02/2001                                                      N
 MILTON                                                   7.75                            03/01/2031                 06/01/2001
 MA                       360                             450000
 021860000                Primary Residence               449041.01                       -0.01


                          04/01/2001                      Refinance                       Standard                   80
 ORLANDO                  02/23/2001                                                      N
                                                                                          03/01/2031                 06/01/2001
 328040000                Primary Residence               371187.14
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600092343                05/01/2001                      Refinance                       Standard                   80
 ISLE OF PALMS            03/15/2001                                                      N
 SC                       360                             544000                          04/01/2031                 06/01/2001
 294510000                Second Home                     543190.02
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   94.9853
 600092760
 LENEXA                   03/14/2001                      7.375                           04/01/2031                 06/01/2001
 KS                       360                             304550
 662190000                Primary Residence               304085.1                        0                            4085.1


                          05/01/2001                      Purchase                        Standard                   79.997
 600092806                03/12/2001                                                      N
 IRVINE                                                   7.375                           04/01/2031                 06/01/2001
 CA                       360                             321100
 926020000                Primary Residence               320609.86                       -0.01


 600092865                05/01/2001                      Refinance                       Standard                   71.5328
                          03/23/2001                                                      N
 CA                       360                             392000                          04/01/2031                 06/01/2001

 949490000                Primary Residence               391386.56                       0


 600093009                05/01/2001                      Refinance                       Standard                   74.5
 WESTPORT                 03/13/2001                                                      N
 CT                       360                             447000                          04/01/2031                 06/01/2001
 068800000                Primary Residence               446300.49
                                                                                          -0.01


 600093068                04/01/2001                      Refinance                       Standard                   77.2414
 LONG GROVE               02/22/2001                                                      N
 IL                       360                             448000                          03/01/2031                 06/01/2001
 600470000                Primary Residence               447092.17
                                                                                          -0.01


 600093730                05/01/2001                      Refinance                       Standard                   80
 ALPINE                   03/29/2001                                                      N
 UT                       360                             432000                          04/01/2031                 06/01/2001
 840040000                Primary Residence               431340.54
                                                                                          0


 600094073                03/26/2001                      Refinance                       N                          49.1453
 PAWLEYS ISLAND
 SC                       360                             460000                          04/01/2031                 06/01/2001
 295850000                Primary Residence               459332
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   79.7448
 600094211                03/14/2001                                                      N
 DEERFIELD                                                7.375                           04/01/2031                 06/01/2001
 IL                       360                             500000
 600150000                Primary Residence               499236.74                       0


                          06/01/2001                      Refinance                       Standard                   78.9691
 SCITUATE                 04/11/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 020660000                Primary Residence               382699.03
                                                                                          16.73









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600094335                05/01/2001                      Refinance                       Standard                   65
 CENTERVILLE              04/03/2001                                                      N
 DE                       360                             650000                          04/01/2031                 06/01/2001
 198070000                Primary Residence               647954.36
                                                                                          1002.96

                          05/01/2001                      Refinance                       Standard                   67.9487
 600094357
 NEWTON                   03/30/2001                      7.375                           04/01/2031                 06/01/2001
 MA                       360                             530000
 024680000                Primary Residence               528991.68                       199.26                       8991.68


                          05/01/2001                      Refinance                       Standard                   67.7966
 600094392                03/16/2001                                                      N
 WHEATON                                                  7.75                            04/01/2031                 06/01/2001
 IL                       360                             400000
 601870000                Primary Residence               399433.56                       0


 600094440                05/01/2001                      Refinance                       Standard                   55.1724
                          03/21/2001                                                      N
 NC                       360                             400000                          04/01/2031                 06/01/2001

 275160000                Primary Residence               399404.44                       0


 600094827                07/01/2001                      Refinance                       Standard                   80
 SARASOTA                 05/11/2001                                                      N
 FL                       360                             576000                          06/01/2031                 06/01/2001
 342420000                Second Home                     576000
                                                                                          0


 600094926                06/01/2001                      Purchase                        Standard                   80
 WYNNEWOOD                04/05/2001                                                      N
 PA                       360                             312000                          05/01/2031                 06/01/2001
 190960000                Primary Residence               311768.45
                                                                                          0


 600095036                03/01/2001                      Refinance                       Standard                   75.4512
 HAYWARD                  01/30/2001                                                      N
 CA                       360                             309350                          02/01/2031                 06/01/2001
 945440000                Primary Residence               308490.02
                                                                                          0


 600095046                02/15/2001                      Purchase                        N                          94.9919
 DUBLIN
 CA                       360                             294000                          03/01/2031                 06/01/2001
 945680000                Primary Residence               293290.8
                                                                                          171.08

                          05/01/2001                      Purchase                        Standard                   80
 600095151                03/29/2001                                                      N
 GURNEE                                                   7.5                             04/01/2031                 06/01/2001
 IL                       360                             307200
 600310000                Primary Residence               306742.6                        0


                          05/01/2001                      Refinance                       Standard                   74.4889
 LIBERTYVILLE             03/21/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 600450000                Primary Residence               334725.3
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600095645                06/01/2001                      Purchase                        Standard                   80
 CHICAGO                  04/23/2001                                                      N
 IL                       360                             283200                          05/01/2031                 06/01/2001
 606130000                Primary Residence               282984.51
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   90
 600095659
 SARASOTA                 04/30/2001                      7.5                             05/01/2031                 06/01/2001
 FL                       360                             337500
 342320000                Primary Residence               337249.54                       -0.01                        7249.54


                          05/01/2001                      Refinance                       Standard                   90
 600095706                03/16/2001                                                      N
 WEST CHESTER                                             7.875                           04/01/2031                 06/01/2001
 PA                       360                             288000
 193800000                Primary Residence               287602.3                        0


 600096049                05/01/2001                      Purchase                        Standard                   80
                          03/21/2001                                                      N
 CO                       360                             348000                          04/01/2031                 06/01/2001

 801060000                Primary Residence               347481.85                       0


 600096513                06/01/2001                      Refinance                       Standard                   71.4286
 BOSTON                   04/25/2001                                                      N
 MA                       360                             550000                          05/01/2031                 06/01/2001
 021160000                Primary Residence               549601.93
                                                                                          0


 600096531                05/01/2001                      Refinance                       Streamline                 80
 DUXBURY                  03/22/2001                                                      N
 MA                       360                             424000                          04/01/2031                 06/01/2001
 023320000                Primary Residence               423405.93
                                                                                          23.19


 600096718                07/01/2001                      Refinance                       Standard                   64
 OAKLAND                  05/10/2001                                                      N
 CA                       360                             416000                          06/01/2031                 06/01/2001
 946190000                Primary Residence               416000
                                                                                          0


 600096724                02/23/2001                      Refinance                       N                          64.3564
 SAN JOSE
 CA                       360                             650000                          03/01/2031                 06/01/2001
 951250000                Primary Residence               648747.99
                                                                                          0

                          04/01/2001                      Refinance                       Standard                   88.3333
 600096760                02/28/2001                                                      N
 WEST CHESTER                                             8.25                            03/01/2031                 06/01/2001
 PA                       360                             397500
 193800000                Primary Residence               396734.33                       0


                          06/01/2001                      Purchase                        Standard                   80
 MELROSE                  04/27/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 021760000                Primary Residence               457970.76
                                                                                          0.5









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600096857                04/01/2001                      Purchase                        Standard                   80
 INVERNESS                02/21/2001                                                      N
 CA                       360                             340800                          03/01/2031                 06/01/2001
 949370000                Primary Residence               340055.31
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   74.4928
 600096954
 PENN VALLEY              03/28/2001                      7.25                            04/01/2031                 06/01/2001
 PA                       360                             514000
 190720000                Primary Residence               513195.65                       0                            3195.65


                          04/01/2001                      Refinance                       Standard                   80
 600097266                02/26/2001                                                      N
 WEATHERFORD                                              7.5                             03/01/2031                 06/01/2001
 TX                       360                             373600
 760200000                Primary Residence               372662.73                       100.25


 600097454                04/01/2001                      Refinance                       Standard                   72.2222
                          02/22/2001                                                      N
 CA                       360                             325000                          03/01/2031                 06/01/2001

 946020000                Primary Residence               324289.83                       0


 600097516                05/01/2001                      Refinance                       Standard                   75.7975
 BLYTHEWOOD               03/09/2001                                                      N
 SC                       360                             299400                          04/01/2031                 06/01/2001
 290160000                Primary Residence               298942.94
                                                                                          0


 600097848                06/01/2001                      Refinance                       Standard                   74.7353
 BRISTOL                  04/02/2001                                                      N
 IL                       360                             508200                          05/01/2031                 06/01/2001
 605120000                Primary Residence               507822.84
                                                                                          0


 600098046                06/01/2001                      Purchase                        Standard                   79.3443
 ST PETERSBURG            04/16/2001                                                      N
 FL                       360                             484000                          05/01/2031                 06/01/2001
 337150000                Primary Residence               483622.44
                                                                                          0


 600098280                01/19/2001                      Refinance                       N                          76.2251
 SAN RAFAEL
 CA                       360                             420000                          03/01/2031                 06/01/2001
 949030000                Primary Residence               419191
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   73.2899
 600098474                04/16/2001                                                      N
 PAWLEYS ISLAND                                           7.25                            05/01/2031                 06/01/2001
 SC                       360                             450000
 295850000                Primary Residence               449648.95                       0


                          04/01/2001                      Refinance                       Standard                   79.5181
 TORRANCE                 02/09/2001                                                      N
                                                                                          03/01/2031                 06/01/2001
 905050000                Primary Residence               329242.05
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600098536                05/01/2001                      Purchase                        Standard                   80
 PAOLI                    03/19/2001                                                      N
 PA                       360                             300000                          04/01/2031                 06/01/2001
 193010000                Primary Residence               299564.34
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   30
 600098606
 CAMBRIDGE                03/20/2001                      7.625                           04/01/2031                 06/01/2001
 MA                       360                             750000
 021580000                Primary Residence               748910.91                       -0.01                        9457.18


                          05/01/2001                      Refinance                       Standard                   72.4045
 600098725                03/30/2001                                                      N
 MESA                                                     7.5                             04/01/2031                 06/01/2001
 AZ                       360                             322200
 852130000                Primary Residence               321720.27                       0


 600098819                06/01/2001                      Purchase                        Standard                   90
                          04/02/2001                                                      N
 IN                       360                             362700                          05/01/2031                 06/01/2001

 461430000                Primary Residence               362437.49                       0


 600099342                05/01/2001                      Refinance                       Standard                   71.7703
 PHILA                    03/14/2001                                                      N
 PA                       360                             375000                          04/01/2031                 06/01/2001
 191030000                Primary Residence               369942.34
                                                                                          4513.1


 600099414                06/01/2001                      Purchase                        Standard                   79.9486
 SOMERVILLE               04/06/2001                                                      N
 MA                       360                             311000                          05/01/2031                 06/01/2001
 021540000                Primary Residence               310751.3
                                                                                          0


 600099428                06/01/2001                      Refinance                       Standard                   35.7143
 MENLO PARK               04/03/2001                                                      N
 CA                       360                             325000                          05/01/2031                 06/01/2001
 940250000                Primary Residence               324764.78
                                                                                          0


 600099958                03/14/2001                      Refinance                       N                          71.9626
 BOONTON
 NJ                       360                             385000                          04/01/2031                 06/01/2001
 070050000                Primary Residence               383880.89
                                                                                          516.62

                          05/01/2001                      Refinance                       Standard                   80
 600099985                03/16/2001                                                      N
 MCHENRY                                                  8                               04/01/2031                 06/01/2001
 IL                       360                             400000
 600500000                Primary Residence               399461.43                       -0.01


                          06/01/2001                      Refinance                       STANDARD                   74.7936
 CARMEL                   04/04/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 460320000                Primary Residence               470867.44
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600101001                05/01/2001                      Refinance                       Standard                   69.2308
 SURF CITY                03/26/2001                                                      N
 NJ                       360                             315000                          04/01/2031                 06/01/2001
 080080000                Primary Residence               314318.55
                                                                                          200.61

                          06/01/2001                      Refinance                       STANDARD                   77.1
 600101721
 CLEARWATER               04/25/2001                      7.375                           05/01/2031                 06/01/2001
 FL                       360                             385500
 337670000                Primary Residence               385206.67                       0                            5206.67


                          05/01/2001                      Purchase                        Standard                   79.9835
 600103242                03/13/2001                                                      N
 LAWRENCEVILLE                                            7.875                           04/01/2031                 06/01/2001
 NJ                       360                             290100
 086480000                Primary Residence               289294.83                       404.56


 600103256                05/01/2001                      Purchase                        Standard                   86.0215
                          03/30/2001                                                      N
 SC                       360                             400000                          04/01/2031                 06/01/2001

 295850000                Primary Residence               399389.37                       0.01


 600104022                06/01/2001                      Refinance                       Standard                   69.7872
 SANTA FE                 04/17/2001                                                      N
 NM                       360                             328000                          05/01/2031                 06/01/2001
 875010000                Primary Residence               327762.61
                                                                                          0


 600104152                06/01/2001                      Refinance                       Standard                   76.6667
 NORTHBROOK               04/06/2001                                                      N
 IL                       360                             345000                          05/01/2031                 06/01/2001
 600620000                Primary Residence               344750.3
                                                                                          0


 600104163                06/01/2001                      Purchase                        Standard                   80
 ANNPOLIS                 04/11/2001                                                      N
 MD                       360                             436000                          05/01/2031                 06/01/2001
 214010000                Primary Residence               435668.23
                                                                                          0


 600104259                04/09/2001                      Refinance                       N                          80
 LEXINGTON
 SC                       360                             342000                          05/01/2031                 06/01/2001
 290720000                Primary Residence               341739.78
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   80
 600104481                03/23/2001                                                      Y
 NAPERVILLE                                               7.875                           04/01/2031                 06/01/2001
 IL                       360                             367200
 605650000                Primary Residence               366692.94                       0


                          06/01/2001                      Refinance                       Standard                   80
 READING                  04/13/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 018670000                Primary Residence               325364.35
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600105113                05/01/2001                      Refinance                       Standard                   78.7879
 FLORENCE                 03/09/2001                                                      N
 SC                       360                             650000                          04/01/2031                 06/01/2001
 295010000                Primary Residence               649032.19
                                                                                          -0.01

                          05/01/2001                      Purchase                        Standard                   79.9928
 600105134
 CHULA VISTA              03/21/2001                      7.375                           04/01/2031                 06/01/2001
 CA                       360                             377950
 919140000                Primary Residence               377373.05                       0                            7373.05


                          05/01/2001                      Purchase                        Standard                   80
 600105189                03/26/2001                                                      N
 MICHIGAN CITY                                            7.5                             04/01/2031                 06/01/2001
 IN                       360                             294400
 463600000                Primary Residence               293961.67                       -0.02


 600105200                05/01/2001                      Refinance                       Standard                   80
                          03/19/2001                                                      N
 OH                       360                             448000                          04/01/2031                 06/01/2001

 435510000                Primary Residence               447281.35                       0


 600105484                07/01/2001                      Purchase                        STANDARD                   79.8039
 AMBLER                   05/09/2001                                                      N
 PA                       360                             407000                          06/01/2031                 06/01/2001
 190020000                Primary Residence               406503.11
                                                                                          496.89


 600105533                05/01/2001                      Purchase                        Standard                   79.1892
 BEAUFORT                 03/29/2001                                                      N
 SC                       360                             586000                          04/01/2031                 06/01/2001
 299200000                Primary Residence               585082.95
                                                                                          0


 600105703                05/01/2001                      Refinance                       Standard                   64
 GEORGETOWN               03/26/2001                                                      N
 SC                       360                             400000                          04/01/2031                 06/01/2001
 294400000                Primary Residence               399433.54
                                                                                          0


 600106007                03/30/2001                      Purchase                        N                          73.9416
 LANTANA
 FL                       360                             155000                          04/01/2031                 06/01/2001
 334630000                Primary Residence               154769.22
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   80
 600106239                03/28/2001                                                      N
 PEPPERELL                                                7.5                             04/01/2031                 06/01/2001
 MA                       360                             308000
 014630000                Primary Residence               307541.41                       0


                          06/01/2001                      Purchase                        Standard                   80
 Nahant                   04/17/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 000000000                Primary Residence               447675.76
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600106463                04/01/2001                      Refinance                       Standard                   79.4977
 SAN DIEGO                02/16/2001                                                      N
 CA                       360                             348200                          03/01/2031                 06/01/2001
 921280000                Primary Residence               347529.31
                                                                                          0

                          04/01/2001                      Purchase                        Standard                   79.9945
 600106523
 DUBLIN                   02/08/2001                      8                               03/01/2031                 06/01/2001
 CA                       360                             416300
 945680000                Primary Residence               415455.73                       0.69                         5455.73


                          04/01/2001                      Refinance                       Standard                   64.3333
 600106554                02/15/2001                                                      N
 SAN JOSE                                                 8.375                           03/01/2031                 06/01/2001
 CA                       360                             386000
 951240000                Primary Residence               385275.2                        0


 600106910                04/01/2001                      Refinance                       Standard                   75.812
                          02/13/2001                                                      N
 CA                       360                             443500                          03/01/2031                 06/01/2001

 900460000                Primary Residence               442601.29                       0


 600106930                05/01/2001                      Purchase                        Streamline                 80
 WORCHESTER               03/29/2001                                                      N
 MA                       360                             303920                          04/01/2031                 06/01/2001
 016090000                Primary Residence               303500.32
                                                                                          0


 600107098                05/01/2001                      Refinance                       Standard                   80
 FUQUAY-VARINA            04/02/2001                                                      N
 NC                       360                             368000                          04/01/2031                 06/01/2001
 275260000                Primary Residence               367424.11
                                                                                          0


 600107147                05/01/2001                      Purchase                        Standard                   92.8382
 BRIGHTON                 03/30/2001                                                      N
 MA                       360                             350000                          04/01/2031                 06/01/2001
 021350000                Primary Residence               349504.36
                                                                                          0


 600107161                04/02/2001                      Refinance                       N                          69.992
 ALTADENA
 CA                       360                             435000                          04/01/2031                 06/01/2001
 910010000                Primary Residence               434352.32
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   86.0465
 600107171                04/06/2001                                                      N
 WESTON                                                   8                               05/01/2031                 06/01/2001
 CT                       360                             370000
 068830000                Primary Residence               369751.74                       0


                          06/01/2001                      Purchase                        Standard                   80
 KILDEER                  04/10/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 600410000                Primary Residence               351745.24
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600107529                06/01/2001                      Refinance                       Standard                   77.551
 NORTHVILLE               04/09/2001                                                      N
 MI                       360                             304000                          05/01/2031                 06/01/2001
 481670000                Primary Residence               303762.85
                                                                                          0

                          04/01/2001                      Purchase                        Standard                   79.9993
 600107530
 EL DORADO HILLS          02/23/2001                      8.125                           03/01/2031                 06/01/2001
 CA                       360                             512500
 957620000                Primary Residence               511487.43                       0                            1487.43


                          05/01/2001                      Purchase                        Standard                   53.1915
 600107651                03/22/2001                                                      N
 NEWPORT BEACH                                            7.5                             04/01/2031                 06/01/2001
 CA                       360                             625000
 926600000                Primary Residence               624069.42                       0


 600107828                06/01/2001                      Purchase                        Standard                   79.995
                          04/18/2001                                                      N
 PA                       360                             319900                          05/01/2031                 06/01/2001

 193730000                Primary Residence               316674.22                       3000


 600108243                06/01/2001                      Refinance                       Standard                   80
 MORRISON                 04/07/2001                                                      N
 CO                       360                             536000                          05/01/2031                 06/01/2001
 804650000                Primary Residence               535177.89
                                                                                          434.17


 600108252                05/01/2001                      Purchase                        Standard                   80
 LEAWOOD                  03/16/2001                                                      N
 KS                       360                             420000                          04/01/2031                 06/01/2001
 662090000                Primary Residence               419374.65
                                                                                          0


 600108255                05/01/2001                      Purchase                        Standard                   80
 SAN DIEGO                03/07/2001                                                      N
 CA                       360                             604000                          04/01/2031                 06/01/2001
 921070000                Primary Residence               602971.78
                                                                                          172.87


 600108384                03/29/2001                      Refinance                       N                          80
 BONITA
 CA                       360                             292000                          04/01/2031                 06/01/2001
 919020000                Primary Residence               291543.06
                                                                                          0

                          07/01/2001                      Refinance                       Standard                   71.6071
 600108469                05/03/2001                                                      N
 DEVER                                                    7.5                             06/01/2031                 06/01/2001
 CO                       360                             401000
 802070000                Primary Residence               401000                          0


                          05/01/2001                      Refinance                       Standard                   71.4286
 HAMPTON FALLS            03/29/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 038440000                Primary Residence               399461.45
                                                                                          -0.01









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600108567                06/01/2001                      Refinance                       Standard                   78.9954
 LAKE FOREST              04/13/2001                                                      N
 IL                       360                             346000                          05/01/2031                 06/01/2001
 600450000                Primary Residence               345736.72
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   71.7647
 600108638
 SOUTHBOROUGH             03/27/2001                      7.75                            04/01/2031                 06/01/2001
 MA                       360                             488000
 017720000                Primary Residence               487308.3                        0.63                         7308.3


                          06/01/2001                      Refinance                       Standard                   58.6481
 600108929                05/01/2001                                                      N
 SANDY                                                    7.625                           05/01/2031                 06/01/2001
 UT                       360                             295000
 840920000                Primary Residence               294786.49                       0


 600109120                06/01/2001                      Purchase                        Standard                   80
                          04/30/2001                                                      N
 NH                       360                             397600                          05/01/2031                 06/01/2001

 030310000                Primary Residence               397297.46                       0


 600109220                05/01/2001                      Refinance                       Standard                   80
 MORRISVILLE              03/29/2001                                                      N
 NC                       360                             384000                          04/01/2031                 06/01/2001
 275600000                Primary Residence               383413.82
                                                                                          0


 600109232                06/01/2001                      Refinance                       STANDARD                   79.1057
 HANOVER                  04/17/2001                                                      N
 NH                       360                             486500                          05/01/2031                 06/01/2001
 037550000                Primary Residence               486156.64
                                                                                          0


 600109395                06/01/2001                      Refinance                       Streamline                 80
 MILWAUKEE                04/16/2001                                                      N
 WI                       360                             532000                          05/01/2031                 06/01/2001
 532170000                Primary Residence               531585
                                                                                          0


 600109472                03/12/2001                      Refinance                       N                          80
 ORANGE
 CA                       360                             292000                          04/01/2031                 06/01/2001
 928660000                Primary Residence               291565.23
                                                                                          0

                          04/01/2001                      Refinance                       Standard                   74.3032
 600109532                02/22/2001                                                      N
 ENCINITAS                                                7.75                            03/01/2031                 06/01/2001
 CA                       360                             303900
 920240000                Primary Residence               302885.54                       366.82


                          04/01/2001                      Purchase                        Standard                   63.143
 SALINAS                  02/28/2001                                                      N
                                                                                          03/01/2031                 06/01/2001
 939080000                Primary Residence               275333.93
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600110094                05/01/2001                      Purchase                        Standard                   80
 PLEASANT HILL            03/16/2001                                                      N
 CA                       360                             484000                          04/01/2031                 06/01/2001
 945230000                Primary Residence               483279.36
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   80
 600110096
 SAN JOSE                 03/15/2001                      7.375                           04/01/2031                 06/01/2001
 CA                       360                             392000
 951270000                Primary Residence               391401.6                        0                            1401.6


                          05/01/2001                      Refinance                       Standard                   72.2018
 600110106                03/09/2001                                                      N
 PISMO BEACH                                              7.625                           04/01/2031                 06/01/2001
 CA                       360                             393500
 934493204                Primary Residence               392928.57                       0


 600110110                05/01/2001                      Refinance                       Standard                   75
                          03/09/2001                                                      N
 CA                       360                             337500                          04/01/2031                 06/01/2001

 934010000                Primary Residence               337009.91                       0


 600110122                05/01/2001                      Refinance                       Standard                   75
 ATLANTA                  03/14/2001                                                      N
 GA                       360                             363750                          04/01/2031                 06/01/2001
 303420000                Primary Residence               363234.88
                                                                                          0


 600110152                05/01/2001                      Purchase                        Standard                   74.9942
 ORO VALLEY               03/28/2001                                                      N
 AZ                       360                             325100                          04/01/2031                 06/01/2001
 857370000                Investment Property             324662.27
                                                                                          0


 600110514                05/01/2001                      Purchase                        Standard                   80
 ST PETERSBURGH           03/30/2001                                                      N
 FL                       360                             412000                          04/01/2031                 06/01/2001
 337040000                Primary Residence               411386.55
                                                                                          0


 600110848                03/16/2001                      Purchase                        N                          79.8165
 NEWTOWN
 PA                       360                             348000                          04/01/2031                 06/01/2001
 189400000                Primary Residence               347507.19
                                                                                          0

                          04/01/2001                      Purchase                        Standard                   80
 600111035                02/27/2001                                                      N
 PACIFICA                                                 7.5                             03/01/2031                 06/01/2001
 CA                       360                             324000
 940440000                Primary Residence               323274.1                        0


                          05/01/2001                      Refinance                       Standard                   90
 PLEASANT GROVE           03/28/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 840620000                Primary Residence               377408.48
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600111317                06/01/2001                      Purchase                        Standard                   80
 WAYLAND                  05/01/2001                                                      N
 MA                       360                             495200                          05/01/2031                 06/01/2001
 017780000                Primary Residence               494832.49
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   95
 600111475
 LAGUNA HILLS             04/02/2001                      8.125                           05/01/2031                 06/01/2001
 CA                       360                             293550
 926530000                Primary Residence               293357.98                       0                            3357.98


                          05/01/2001                      Refinance                       Standard                   80
 600111745                02/26/2001                                                      N
 SANTA ROSA                                               8                               04/01/2031                 06/01/2001
 CA                       360                             312000
 954030000                Primary Residence               311579.9                        0


 600111746                05/01/2001                      Refinance                       Standard                   77.6923
                          03/20/2001                                                      N
 CA                       360                             505000                          04/01/2031                 06/01/2001

 946020000                Primary Residence               504416.78                       0


 600111749                05/01/2001                      Refinance                       Standard                   71.4286
 OAKLAND                  02/07/2001                                                      N
 CA                       360                             375000                          04/01/2031                 06/01/2001
 946050000                Primary Residence               374482.16
                                                                                          0


 600111846                06/01/2001                      Refinance                       Standard                   69.3333
 KANSAS CITY              04/06/2001                                                      N
 MO                       360                             416000                          05/01/2031                 06/01/2001
 641180000                Primary Residence               415667.33
                                                                                          0


 600111965                05/01/2001                      Purchase                        Standard                   75
 MARIETTA                 04/02/2001                                                      N
 GA                       360                             379500                          04/01/2031                 06/01/2001
 300680000                Primary Residence               378016.08
                                                                                          904.61


 600112148                05/23/2001                      Refinance                       N                          65
 Avalon
 NJ                       360                             455000                          04/01/2031                 06/01/2001
 000000000                Second Home                     454339.28
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   80
 600112381                03/28/2001                                                      N
 FALLS CHURCH                                             7.25                            04/01/2031                 06/01/2001
 VA                       360                             520000
 220430000                Primary Residence               519186.25                       -0.01


                          06/01/2001                      Purchase                        Stated Value               25.625
 BOYNTON BEACH            04/12/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 334360000                Primary Residence               102437.9
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600112614                05/01/2001                      Purchase                        Standard                   80
 BELMONT                  04/03/2001                                                      N
 MA                       360                             561600                          04/01/2031                 06/01/2001
 024780000                Primary Residence               560742.71
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   79.7586
 600112623
 MENDON                   04/12/2001                      7.75                            05/01/2031                 06/01/2001
 MA                       360                             370000
 017560000                Primary Residence               369738.86                       0                            9738.86


                          06/01/2001                      Refinance                       Standard                   63.253
 600112815                04/06/2001                                                      N
 MILLBRAE                                                 7.5                             05/01/2031                 06/01/2001
 CA                       360                             525000
 940300000                Primary Residence               524051.42                       558.95


 600112956                06/01/2001                      Purchase                        Standard                   80
                          04/03/2001                                                      N
 CA                       360                             432000                          05/01/2031                 06/01/2001

 970640000                Primary Residence               431654.54                       0


 600112974                06/01/2001                      Refinance                       Standard                   75.2874
 NATICK                   05/02/2001                                                      N
 MA                       360                             458500                          05/01/2031                 06/01/2001
 017600000                Primary Residence               458151.11
                                                                                          0.01


 600113159                05/01/2001                      Purchase                        Standard                   80
 MORRISTOWN TWP           03/29/2001                                                      N
 NJ                       360                             396400                          04/01/2031                 06/01/2001
 079600000                Primary Residence               395792.43
                                                                                          31.95


 600113363                06/01/2001                      Refinance                       Standard                   87.9452
 VIENNA                   04/09/2001                                                      N
 VA                       360                             321000                          05/01/2031                 06/01/2001
 221820000                Primary Residence               320784.61
                                                                                          0


 600113410                03/08/2001                      Refinance                       N                          78.7402
 SAN DIEGO
 CA                       360                             400000                          04/01/2031                 06/01/2001
 921280000                Primary Residence               399447.63
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   79.9827
 600113430                03/29/2001                                                      N
 GAITHERSBURGH                                            7.125                           04/01/2031                 06/01/2001
 MD                       360                             388000
 208780000                Primary Residence               387377.6                        0


                          05/01/2001                      Purchase                        Standard                   79.9933
 GAITHERSBURG             03/23/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 208780000                Primary Residence               393967
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600113634                06/01/2001                      Refinance                       Standard                   69.1667
 CHARLESTOWN              04/20/2001                                                      N
 MA                       360                             415000                          05/01/2031                 06/01/2001
 021290000                Primary Residence               414699.64
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   66.0952
 600113691
 SAN DIEGO                03/07/2001                      7.75                            04/01/2031                 06/01/2001
 CA                       360                             347000
 921290000                Primary Residence               346508.6                        0                            6508.6


                          06/01/2001                      Purchase                        Standard                   79.9966
 600113804                04/27/2001                                                      N
 WYNDMOOR                                                 7.625                           05/01/2031                 06/01/2001
 PA                       360                             463900
 190380000                Primary Residence               463564.24                       0


 600114189                05/01/2001                      Refinance                       Standard                   78.6925
                          03/14/2001                                                      N
 CA                       360                             650000                          04/01/2031                 06/01/2001

 951300000                Primary Residence               649102.42                       -0.01


 600114317                05/01/2001                      Purchase                        Standard                   55.6522
 WEST WINDSOR             03/30/2001                                                      N
 NJ                       360                             320000                          04/01/2031                 06/01/2001
 085500000                Primary Residence               319546.84
                                                                                          -0.01


 600114422                06/01/2001                      Refinance                       Standard                   80
 AGATE                    04/23/2001                                                      N
 CO                       360                             443200                          05/01/2031                 06/01/2001
 801010000                Primary Residence               442887.19
                                                                                          0


 600114484                05/01/2001                      Refinance                       Standard                   78.5855
 HOLLISTER                03/06/2001                                                      N
 CA                       360                             400000                          04/01/2031                 06/01/2001
 950230000                Primary Residence               399389.39
                                                                                          0.01


 600114526                04/27/2001                      Refinance                       N                          73.3333
 SUNNY ISLES
 FL                       360                             550000                          05/01/2031                 06/01/2001
 331600000                Primary Residence               549591.82
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   79.9534
 600114575                03/12/2001                                                      N
 NEVADA CITY                                              7.25                            04/01/2031                 06/01/2001
 CA                       360                             343000
 959590000                Primary Residence               342463.25                       0


                          05/01/2001                      Refinance                       Standard                   72.9167
 SAN FRANCISCO            03/08/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 941340000                Primary Residence               349491.75
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600114922                05/01/2001                      Refinance                       Standard                   80
 KENSINGTON               03/09/2001                                                      N
 CA                       360                             484000                          04/01/2031                 06/01/2001
 947070000                Primary Residence               483314.58
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   80
 600115003
 ARLINGTON                03/29/2001                      7.875                           04/01/2031                 06/01/2001
 VA                       360                             372000
 222070000                Primary Residence               371486.3                        0                            1743.99


                          06/01/2001                      Refinance                       Standard                   59.0909
 600115107                04/09/2001                                                      N
 HADDONFIELD                                              7.25                            05/01/2031                 06/01/2001
 NJ                       360                             650000
 080330000                Primary Residence               649492.94                       0


 600115312                06/01/2001                      Refinance                       Standard                   77.957
                          04/19/2001                                                      N
 IL                       360                             362500                          05/01/2031                 06/01/2001

 600140000                Primary Residence               362237.64                       0


 600115794                07/01/2001                      Refinance                       Standard                   78.354
 SOMERVILLE               05/25/2001                                                      N
 MA                       360                             416060                          06/01/2031                 06/01/2001
 021430000                Primary Residence               416060
                                                                                          0


 600116382                05/01/2001                      Refinance                       Standard                   74.2972
 OREGON CITY              03/09/2001                                                      N
 OR                       360                             370000                          04/01/2031                 06/01/2001
 970450000                Primary Residence               369489.06
                                                                                          0


 600116503                06/01/2001                      Refinance                       Standard                   75
 EVANSTON                 04/10/2001                                                      N
 IL                       360                             465000                          05/01/2031                 06/01/2001
 602010000                Primary Residence               464646.17
                                                                                          0


 600116507                03/09/2001                      Purchase                        N                          80
 SANTA CRUZ
 CA                       360                             351200                          04/01/2031                 06/01/2001
 950650000                Primary Residence               350646.21
                                                                                          4.2

                          05/01/2001                      Refinance                       Standard                   62.5
 600116554                03/05/2001                                                      N
 RICHMOND                                                 7.5                             04/01/2031                 06/01/2001
 CA                       360                             500000
 948014113                Primary Residence               499255.54                       0


                          06/01/2001                      Purchase                        Standard                   43.4783
 HARTFIELD                04/12/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 230710000                Second Home                     499638.11
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600116690                07/01/2001                      Purchase                        Standard                   80
 SARASOTA                 05/15/2001                                                      N
 FL                       360                             588000                          06/01/2031                 06/01/2001
 342400000                Primary Residence               588000
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   79.9773
 600116928
 WALTHAM                  04/30/2001                      7.25                            05/01/2031                 06/01/2001
 MA                       360                             351900
 024540000                Primary Residence               351625.49                       0                            1625.49


                          06/01/2001                      Purchase                        Standard                   80
 600117006                04/30/2001                                                      N
 NAPLES                                                   7.5                             05/01/2031                 06/01/2001
 FL                       360                             393600
 341050000                Primary Residence               393307.9                        0


 600117017                06/01/2001                      Purchase                        Standard                   80
                          04/16/2001                                                      N
 ME                       360                             356000                          05/01/2031                 06/01/2001

 040210000                Primary Residence               355748.75                       0


 600117066                06/01/2001                      Refinance                       Standard                   69.0909
 CANTON                   04/30/2001                                                      N
 MA                       360                             380000                          05/01/2031                 06/01/2001
 020210000                Primary Residence               379724.97
                                                                                          0


 600118053                06/01/2001                      Purchase                        Standard                   79.9852
 HERNDON                  04/12/2001                                                      N
 VA                       360                             384200                          05/01/2031                 06/01/2001
 201710000                Primary Residence               383900.28
                                                                                          0


 600118121                06/01/2001                      Refinance                       Standard                   68.6163
 BROOMFIELD               04/05/2001                                                      N
 CO                       360                             336220                          05/01/2031                 06/01/2001
 800200000                Primary Residence               335964.16
                                                                                          0


 600118683                04/24/2001                      Purchase                        N                          80
 BOUNTIFUL
 UT                       360                             420800                          05/01/2031                 06/01/2001
 840100000                Primary Residence               420479.81
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   80
 600118951                04/23/2001                                                      N
 SCOTTSDALE                                               7.625                           05/01/2031                 06/01/2001
 AZ                       360                             406400
 852590000                Primary Residence               405917.07                       188.79


                          06/01/2001                      Purchase                        Standard                   90
 LINCOLNSHIRE             04/16/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 600690000                Primary Residence               386687.14
                                                                                          25.64









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600119587                06/01/2001                      Refinance                       Standard                   66.9663
 SAN FRANCISCO            04/20/2001                                                      N
 CA                       360                             596000                          05/01/2031                 06/01/2001
 941230000                Primary Residence               595557.68
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   80
 600119643
 ORANGE                   03/02/2001                      8                               04/01/2031                 06/01/2001
 CA                       360                             324800
 928670000                Primary Residence               324362.67                       0                            4362.67


                          06/01/2001                      Purchase                        Standard                   94.9992
 600119820                04/13/2001                                                      N
 SHAWNEE                                                  7.5                             05/01/2031                 06/01/2001
 KS                       360                             308700
 662160000                Primary Residence               308470.9                        -0.01


 600120083                06/01/2001                      Refinance                       Standard                   80
                          04/30/2001                                                      N
 CA                       360                             336000                          05/01/2031                 06/01/2001

 926460000                Primary Residence               335540                          204.34


 600120440                06/01/2001                      Purchase                        Standard                   95
 HIGHLAND PARK            04/16/2001                                                      N
 IL                       360                             495900                          05/01/2031                 06/01/2001
 600350000                Primary Residence               495558.72
                                                                                          0


 600120481                06/01/2001                      Purchase                        Standard                   80
 NORTHBROOK               04/24/2001                                                      N
 IL                       360                             419600                          05/01/2031                 06/01/2001
 600620000                Primary Residence               419280.71
                                                                                          0


 600120769                05/01/2001                      Refinance                       Standard                   78.6139
 HOLLISTER                03/22/2001                                                      N
 CA                       360                             397000                          04/01/2031                 06/01/2001
 950230000                Primary Residence               396387.96
                                                                                          6.02


 600120774                03/19/2001                      Purchase                        N                          79.9888
 APTOS
 CA                       360                             352750                          04/01/2031                 06/01/2001
 950030000                Primary Residence               352211.51
                                                                                          0.01

                          05/01/2001                      Purchase                        Standard                   80
 600120792                03/26/2001                                                      N
 BERKELEY                                                 7.375                           04/01/2031                 06/01/2001
 CA                       360                             389600
 947030000                Primary Residence               389005.27                       0


                          05/01/2001                      Purchase                        Standard                   89.9989
 SALINAS                  03/17/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 939060000                Primary Residence               413333.66
                                                                                          -0.01









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600120850                05/01/2001                      Purchase                        Standard                   80
 CARLSBAD                 03/21/2001                                                      N
 CA                       360                             328000                          04/01/2031                 06/01/2001
 920080000                Primary Residence               327486.71
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   71.7647
 600120864
 SAN DIEGO                03/19/2001                      7.75                            04/01/2031                 06/01/2001
 CA                       360                             305000
 921150000                Primary Residence               304568.07                       0                            4568.07


                          06/01/2001                      Purchase                        Standard                   90
 600121290                04/16/2001                                                      N
 WOODBURY                                                 7.375                           05/01/2031                 06/01/2001
 CT                       360                             283500
 067980000                Primary Residence               283284.28                       0


 600121373                06/01/2001                      Refinance                       Standard                   80
                          04/02/2001                                                      N
 CA                       360                             320000                          05/01/2031                 06/01/2001

 939060000                Primary Residence               319762.51                       0


 600121375                06/01/2001                      Refinance                       Standard                   80
 SALINAS                  04/04/2001                                                      N
 CA                       360                             340000                          05/01/2031                 06/01/2001
 939010000                Primary Residence               339753.92
                                                                                          0


 600121377                06/01/2001                      Refinance                       Standard                   78.961
 ATASCADERO               04/04/2001                                                      N
 CA                       360                             304000                          05/01/2031                 06/01/2001
 934220000                Primary Residence               303756.9
                                                                                          0


 600121438                05/01/2001                      Refinance                       Standard                   55.6643
 HOLLISTER                03/20/2001                                                      N
 CA                       360                             398000                          04/01/2031                 06/01/2001
 950230000                Primary Residence               397372.23
                                                                                          4.94


 600121509                03/17/2001                      Purchase                        N                          80
 SALINAS
 CA                       360                             342000                          04/01/2031                 06/01/2001
 939070000                Primary Residence               341477.94
                                                                                          -0.01

                          05/01/2001                      Purchase                        Standard                   80
 600121542                03/21/2001                                                      N
 GILROY                                                   7.25                            04/01/2031                 06/01/2001
 CA                       360                             402400
 950200000                Primary Residence               401068.33                       701.95


                          07/01/2001                      Purchase                        Standard                   80
 CHICAGO                  05/11/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 606100000                Primary Residence               472000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600122014                07/01/2001                      Purchase                        Standard                   80
 NEWTON                   05/16/2001                                                      N
 MA                       360                             524000                          06/01/2031                 06/01/2001
 024660000                Primary Residence               524000
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   80
 600122600
 OAKTON                   03/28/2001                      7.625                           04/01/2031                 06/01/2001
 VA                       360                             312000
 221240000                Primary Residence               311546.93                       0                            1546.93


                          05/01/2001                      Purchase                        Standard                   80
 600122888                03/27/2001                                                      N
 SAN DIEGO                                                7.25                            04/01/2031                 06/01/2001
 CA                       360                             348000
 921030000                Primary Residence               347455.42                       0


 600122912                06/01/2001                      Purchase                        Standard                   90
                          04/18/2001                                                      N
 IL                       360                             369000                          05/01/2031                 06/01/2001

 601340000                Primary Residence               368726.14                       0


 600123878                06/01/2001                      Purchase                        Standard                   79.9873
 NEEDHAM                  04/26/2001                                                      N
 MA                       360                             478100                          05/01/2031                 06/01/2001
 024920000                Primary Residence               477717.68
                                                                                          0


 600123962                04/01/2001                      Refinance                       Standard                   72.549
 NORTHAMPTON              02/22/2001                                                      N
 PA                       360                             370000                          03/01/2031                 06/01/2001
 189660000                Primary Residence               369132.29
                                                                                          17.88


 600124531                05/01/2001                      Refinance                       Standard                   76.6279
 MEDINA                   03/22/2001                                                      N
 WA                       360                             329500                          04/01/2031                 06/01/2001
 980390000                Primary Residence               328984.37
                                                                                          0


 600124533                03/22/2001                      Refinance                       N                          50
 SAN JOSE
 CA                       360                             375000                          04/01/2031                 06/01/2001
 951200000                Primary Residence               374413.17
                                                                                          -0.01

                          05/01/2001                      Purchase                        Standard                   80
 600124550                03/26/2001                                                      N
 IRVINE                                                   7.125                           04/01/2031                 06/01/2001
 CA                       360                             456000
 926020000                Primary Residence               415149.76                       40118.75


                          05/01/2001                      Refinance                       Standard                   76.2791
 ALAMEDA                  03/20/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 945010000                Primary Residence               327511.64
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600124590                05/01/2001                      Refinance                       Standard                   74.8162
 ARCADIA                  03/23/2001                                                      N
 CA                       360                             407000                          04/01/2031                 06/01/2001
 910070000                Primary Residence               406394.01
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   72.1429
 600124605
 SAN DIEGO                03/28/2001                      7.5                             04/01/2031                 06/01/2001
 CA                       360                             404000
 921170000                Primary Residence               403373.3                        25.17                        3373.3


                          05/01/2001                      Purchase                        Standard                   80
 600124621                03/22/2001                                                      N
 SAN RAMON                                                7.125                           04/01/2031                 06/01/2001
 CA                       360                             418400
 945830000                Primary Residence               417714.5                        14.33


 600124689                05/01/2001                      Refinance                       Standard                   66.6667
                          03/19/2001                                                      N
 CA                       360                             300000                          04/01/2031                 06/01/2001

 951480000                Primary Residence               299625.76                       0


 600124827                06/01/2001                      Purchase                        Standard                   80
 ORANGE                   04/24/2001                                                      N
 CA                       360                             345600                          05/01/2031                 06/01/2001
 928670000                Primary Residence               345337.03
                                                                                          0


 600125245                06/01/2001                      Purchase                        Standard                   66.851
 RANDOLPH TWP             04/25/2001                                                      N
 NJ                       360                             365000                          05/01/2031                 06/01/2001
 078690000                Primary Residence               364708.12
                                                                                          0


 600125532                07/01/2001                      Purchase                        Standard                   80
 BROOKLINE                05/15/2001                                                      N
 MA                       360                             380000                          06/01/2031                 06/01/2001
 024460000                Primary Residence               380000
                                                                                          0


 600125944                03/23/2001                      Refinance                       N                          80
 SAN JOSE
 CA                       360                             312000                          04/01/2031                 06/01/2001
 951360000                Primary Residence               311511.75
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   80
 600125952                03/15/2001                                                      N
 BERKELEY                                                 7.125                           04/01/2031                 06/01/2001
 CA                       360                             380000
 947020000                Primary Residence               379390.44                       0


                          06/01/2001                      Refinance                       Standard                   77.6027
 GROTON                   05/03/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 041500000                Primary Residence               452888.12
                                                                                          -0.01









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600125961                05/01/2001                      Refinance                       Standard                   79.7619
 TRACY                    03/20/2001                                                      N
 CA                       360                             335000                          04/01/2031                 06/01/2001
 953770000                Primary Residence               334488.62
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   73.6585
 600125963
 ORO VALLEY               05/03/2001                      7.125                           05/01/2031                 06/01/2001
 AZ                       360                             362400
 857370000                Primary Residence               362110.19                       0                            2110.19


                          05/01/2001                      Refinance                       Standard                   72.093
 600125979                03/26/2001                                                      N
 SAN JOSE                                                 7.375                           04/01/2031                 06/01/2001
 CA                       360                             310000
 951310000                Primary Residence               309517.88                       8.91


 600126007                05/01/2001                      Refinance                       Standard                   80
                          03/29/2001                                                      N
 CA                       360                             380000                          04/01/2031                 06/01/2001

 945600000                Primary Residence               379434.2                        0


 600126018                05/01/2001                      Refinance                       Standard                   70.1754
 DANVILLE                 03/27/2001                                                      N
 CA                       360                             400000                          04/01/2031                 06/01/2001
 945061160                Primary Residence               399347.63
                                                                                          100


 600126245                04/01/2001                      Refinance                       Standard                   80
 YARDLEY                  01/19/2001                                                      N
 PA                       360                             352000                          03/01/2031                 06/01/2001
 190670000                Primary Residence               351268.5
                                                                                          0


 600126305                03/01/2001                      Purchase                        Standard                   80
 UPPER MAKEFIELD          01/26/2001                                                      N
 PA                       360                             480000                          02/01/2031                 06/01/2001
 190670000                Primary Residence               478597.06
                                                                                          0


 600126760                03/23/2001                      Refinance                       N                          53.5789
 CARMEL
 CA                       360                             509000                          04/01/2031                 06/01/2001
 939230000                Primary Residence               508260.86
                                                                                          0

                          05/01/2001                      Purchase                        Standard                   75.6109
 600126770                03/21/2001                                                      N
 SANTA ROSA                                               7.125                           04/01/2031                 06/01/2001
 CA                       360                             325000
 954030000                Primary Residence               324478.65                       0


                          07/01/2001                      Refinance                       Standard                   46.1538
 ENGLEWOOD                05/11/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 801110000                Primary Residence               600000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600127243                06/01/2001                      Refinance                       Standard                   80
 FAIRFAX                  04/20/2001                                                      N
 VA                       360                             356000                          05/01/2031                 06/01/2001
 220320000                Primary Residence               355722.28
                                                                                          0

                          07/01/2001                      Refinance                       Standard                   80
 600127459
 CHESTNUT HILL            05/11/2001                      7.375                           06/01/2031                 06/01/2001
 MA                       360                             548000
 024670000                Primary Residence               548000                          0                            8000


                          07/01/2001                      Refinance                       Standard                   80
 600127480                05/03/2001                                                      N
 PARK CITY                                                7.75                            06/01/2031                 06/01/2001
 UT                       360                             320000
 840980000                Primary Residence               320000                          0


 600127502                06/01/2001                      Purchase                        Standard                   94.992
                          04/25/2001                                                      N
 IL                       360                             297800                          05/01/2031                 06/01/2001

 606220000                Primary Residence               297584.46                       0


 600127554                06/01/2001                      Refinance                       Standard                   90
 HOPEWELL                 04/13/2001                                                      N
 NJ                       360                             333000                          05/01/2031                 06/01/2001
 085250000                Primary Residence               332758.98
                                                                                          0


 600127903                07/01/2001                      Purchase                        Standard                   78.7879
 CHICAGO                  05/04/2001                                                      N
 IL                       360                             650000                          06/01/2031                 06/01/2001
 606140000                Primary Residence               650000
                                                                                          0


 600127915                06/01/2001                      Purchase                        Standard                   80
 BOULDER                  05/03/2001                                                      N
 CO                       360                             388000                          05/01/2031                 06/01/2001
 803020000                Primary Residence               387697.33
                                                                                          0


 600127918                05/10/2001                      Refinance                       N                          68.4
 RALEIGH
 NC                       360                             307800                          06/01/2031                 06/01/2001
 276050000                Primary Residence               307800
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   72.549
 600128082                04/12/2001                                                      N
 HOLLISTER                                                7.875                           05/01/2031                 06/01/2001
 CA                       360                             333000
 950230000                Primary Residence               332770.83                       0


                          06/01/2001                      Purchase                        Standard                   94.9869
 FT LAUDERDALE            04/30/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 333060000                Primary Residence               290669.22
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600128831                07/01/2001                      Purchase                        Standard                   90
 MIAMI                    05/15/2001                                                      N
 FL                       360                             559800                          06/01/2031                 06/01/2001
 331370000                Primary Residence               559800
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   75.2941
 600129184
 CONCORD                  04/05/2001                      7.375                           05/01/2031                 06/01/2001
 CA                       360                             320000
 945214428                Primary Residence               319756.51                       0                            9756.51


                          07/01/2001                      Refinance                       Standard                   73.8211
 600129412                05/11/2001                                                      N
 ALPINE                                                   7.625                           06/01/2031                 06/01/2001
 UT                       360                             454000
 840040000                Primary Residence               454000                          0


 600129711                07/01/2001                      Refinance                       STANDARD                   74
                          05/08/2001                                                      N
 FL                       360                             333000                          06/01/2031                 06/01/2001

 336110000                Primary Residence               333000                          0


 600129727                06/01/2001                      Refinance                       Standard                   75
 SAN FRANCISCO            04/06/2001                                                      N
 CA                       360                             354000                          05/01/2031                 06/01/2001
 941240000                Primary Residence               353730.64
                                                                                          -0.01


 600129732                06/01/2001                      Refinance                       Standard                   70
 FREMONT                  04/03/2001                                                      N
 CA                       360                             420000                          05/01/2031                 06/01/2001
 945360000                Primary Residence               419672.36
                                                                                          0


 600129737                06/01/2001                      Refinance                       Standard                   72.119
 KENSINGTON               04/06/2001                                                      N
 CA                       360                             605800                          05/01/2031                 06/01/2001
 947070000                Primary Residence               605350.41
                                                                                          0


 600129745                04/18/2001                      Purchase                        N                          80
 SAN JOSE
 CA                       360                             480000                          05/01/2031                 06/01/2001
 951240000                Primary Residence               479634.76
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   73.9785
 600129747                04/13/2001                                                      N
 SOQUEL                                                   7.5                             05/01/2031                 06/01/2001
 CA                       360                             344000
 950730000                Primary Residence               343744.7                        0


                          07/01/2001                      Purchase                        Standard                   80
 SOUTHLAKE                05/07/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 760920000                Primary Residence               492000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600131550                07/01/2001                      Purchase                        Standard                   64.1509
 NEWTON                   05/21/2001                                                      N
 MA                       360                             340000                          06/01/2031                 06/01/2001
 024640000                Primary Residence               340000
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   80
 600131787
 SALINAS                  04/24/2001                      7.25                            05/01/2031                 06/01/2001
 CA                       360                             380000
 939080000                Primary Residence               379703.56                       0                            9703.56


                          06/01/2001                      Purchase                        Standard                   90
 600132130                05/01/2001                                                      N
 HERNDON                                                  7.5                             05/01/2031                 06/01/2001
 VA                       360                             294300
 201710000                Primary Residence               294081.59                       -0.01


 600132211                07/01/2001                      Refinance                       Standard                   80
                          05/11/2001                                                      N
 NH                       360                             400000                          06/01/2031                 06/01/2001

 038560000                Primary Residence               400000                          0


 600132238                07/01/2001                      Purchase                        Standard                   80
 RALIEGH                  05/18/2001                                                      N
 NC                       360                             540000                          06/01/2031                 06/01/2001
 276130000                Primary Residence               540000
                                                                                          0


 600132367                05/01/2001                      Refinance                       Standard                   80
 SAN JOSE                 03/14/2001                                                      N
 CA                       360                             356000                          04/01/2031                 06/01/2001
 951480000                Primary Residence               355495.85
                                                                                          0


 600132378                05/01/2001                      Refinance                       Standard                   80
 ALAMEDA                  03/26/2001                                                      N
 CA                       360                             380000                          04/01/2031                 06/01/2001
 945020000                Primary Residence               379419.92
                                                                                          0


 600133666                03/22/2001                      Refinance                       N                          80
 FREMONT
 CA                       360                             452000                          04/01/2031                 06/01/2001
 945360000                Primary Residence               451421.56
                                                                                          0

                          05/01/2001                      Refinance                       Standard                   80
 600134156                03/15/2001                                                      N
 BENICIA                                                  7.5                             04/01/2031                 06/01/2001
 CA                       360                             336000
 945100000                Primary Residence               335499.72                       0


                          06/01/2001                      Refinance                       Standard                   62.8049
 MANTECA                  04/02/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 953360000                Primary Residence               411807.78
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 600135778                07/01/2001                      Purchase                        Standard                   49.7041
 RUMSON                   05/18/2001                                                      N
 NJ                       360                             420000                          06/01/2031                 06/01/2001
 077600000                Primary Residence               420000
                                                                                          0

                          06/01/2001                      Refinance                       Standard                   67.2878
 600137074
 RANCHO CUCAMONGA         04/13/2001                      8                               05/01/2031                 06/01/2001
 CA                       360                             650000
 917390000                Primary Residence               649563.86                       0                            9563.86


                          05/01/2001                      Purchase                        Standard                   80
 600139752                03/01/2001                                                      N
 HOLLISTER                                                7.375                           04/01/2031                 06/01/2001
 CA                       360                             348800
 950230000                Primary Residence               348267.57                       -0.01


 652332133                06/01/2001                      Purchase                        STANDARD                   79.875
                          04/09/2001                                                      N
 CA                       360                             460000                          05/01/2031                 06/01/2001

 926940000                Primary Residence               459602.08                       47.89


 652391089                02/01/2001                      Refinance                       STANDARD                   66.4286
 SAN DIEGO                12/21/2000                                                      N
 CA                       360                             372000                          01/01/2031                 06/01/2001
 921160000                Primary Residence               370636.53
                                                                                          0


 652391824                04/01/2001                      Purchase                        Standard                   90
 WEST PALM BEACH          02/05/2001                                                      N
 FL                       360                             377100                          03/01/2031                 06/01/2001
 334140000                Primary Residence               376255.16
                                                                                          -0.01


 652422798                03/01/2001                      Refinance                       Stated Income              71.777
 PISCATAWAY               01/26/2001                                                      N
 NJ                       360                             206000                          02/01/2031                 06/01/2001
 088540000                Primary Residence               204834.9
                                                                                          592.39


 652426045                02/26/2001                      Purchase                        N                          74.5257
 MONROVIA
 CA                       360                             275000                          03/01/2031                 06/01/2001
 910160000                Primary Residence               274336.32
                                                                                          0

                          05/01/2001                      Refinance                       STANDARD                   59.0928
 652437146                03/19/2001                                                      N
 FULLERTON                                                8.375                           04/01/2031                 06/01/2001
 CA                       360                             286600
 928350000                Primary Residence               285517.36                       725.12


                          06/01/2001                      Purchase                        Standard                   84.9908
 CAMDEN                   04/13/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 048430000                Second Home                     414192.38
                                                                                          -0.01









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 652456703                05/01/2001                      Refinance                       STANDARD                   80
 FRUITLAND                03/23/2001                                                      N
 ID                       360                             292000                          04/01/2031                 06/01/2001
 836190000                Primary Residence               291554.24
                                                                                          0

                          05/01/2001                      Refinance                       STANDARD                   67.3913
 652465166
 MILPITAS                 03/16/2001                      7.375                           04/01/2031                 06/01/2001
 CA                       360                             310000
 950350000                Primary Residence               309526.77                       0                            9764.11


                          07/01/2001                      Refinance                       No Income/No Asset         55.0465
 652466220                05/08/2001                                                      N
 STATEN ISLAND                                            7.375                           06/01/2031                 06/01/2001
 NY                       360                             236700
 103070000                Primary Residence               236700                          0


 652466374                06/01/2001                      Refinance                       STANDARD                   50.1714
                          04/19/2001                                                      N
 TN                       360                             439000                          05/01/2031                 06/01/2001

 385680000                Primary Residence               438674.19                       0


 652471898                05/01/2001                      Refinance                       STANDARD                   51.4286
 MORGAN HILL              03/07/2001                                                      N
 CA                       360                             450000                          04/01/2031                 06/01/2001
 950370000                Primary Residence               449313.06
                                                                                          0.01


 652473098                05/01/2001                      Refinance                       STANDARD                   69.8295
 GOODRICH                 03/24/2001                                                      N
 MI                       360                             307250                          04/01/2031                 06/01/2001
 484380000                Primary Residence               306780.98
                                                                                          0


 652475322                06/01/2001                      Refinance                       STANDARD                   69.9259
 SANTA CRUZ               04/17/2001                                                      N
 CA                       360                             472000                          05/01/2031                 06/01/2001
 950620000                Primary Residence               471640.84
                                                                                          0


 652476104                03/09/2001                      Refinance                       N                          74.5977
 TUSTIN
 CA                       360                             324500                          04/01/2031                 06/01/2001
 927820000                Primary Residence               324004.63
                                                                                          0

                          06/01/2001                      Refinance                       STANDARD                   80
 652477472                04/04/2001                                                      N
 EAST WINDSOR                                             7.375                           05/01/2031                 06/01/2001
 NJ                       360                             360000
 085200000                Primary Residence               359726.06                       0


                          05/01/2001                      Refinance                       STANDARD                   54.2259
 DANVILLE                 03/15/2001                                                      N
                                                                                          04/01/2031                 06/01/2001
 945060000                Primary Residence               647010.81
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 652479217                06/01/2001                      Purchase                        STANDARD                   80
 SAN CLEMENTE             04/13/2001                                                      N
 CA                       360                             316000                          05/01/2031                 06/01/2001
 926730000                Primary Residence               315759.54
                                                                                          0

                          06/01/2001                      Refinance                       STANDARD                   80
 652479638
 IRVINE                   04/10/2001                      7.25                            05/01/2031                 06/01/2001
 CA                       360                             348000
 926020000                Primary Residence               347728.5                        0.02                         7728.5


                          07/01/2001                      Refinance                       STANDARD                   78.7257
 652480080                05/05/2001                                                      N
 FAIR HAVEN                                               7.375                           06/01/2031                 06/01/2001
 NJ                       360                             364500
 077040000                Primary Residence               364500                          0


 652486355                06/01/2001                      Refinance                       STANDARD                   80
                          04/02/2001                                                      N
 CA                       360                             320000                          05/01/2031                 06/01/2001

 940150000                Primary Residence               319756.5                        0


 652492905                06/01/2001                      Refinance                       STANDARD                   68.1818
 SAN DIEGO                04/16/2001                                                      N
 CA                       360                             375000                          05/01/2031                 06/01/2001
 921280000                Primary Residence               374721.69
                                                                                          0


 652494133                06/01/2001                      Refinance                       Standard                   74.7664
 LAGUNA NIGUEL            04/02/2001                                                      N
 CA                       360                             400000                          05/01/2031                 06/01/2001
 926770000                Primary Residence               399695.62
                                                                                          0


 652495302                06/01/2001                      Refinance                       STANDARD                   78.6316
 GILROY                   04/11/2001                                                      N
 CA                       360                             373500                          05/01/2031                 06/01/2001
 950200000                Primary Residence               373208.63
                                                                                          0


 652498622                03/24/2001                      Refinance                       N                          65.3728
 RANCHO SANTA
 CA                       360                             320000                          04/01/2031                 06/01/2001
 926880000                Primary Residence               319511.5
                                                                                          0

                          06/01/2001                      Refinance                       STANDARD                   80
 652499659                04/25/2001                                                      N
 ALPINE                                                   7.5                             05/01/2031                 06/01/2001
 CA                       360                             428000
 919012958                Primary Residence               427682.36                       0


                          06/01/2001                      Refinance                       Standard                   75.9575
 HUNTINGTON BEACH         04/02/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 926460000                Primary Residence               356721.51
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 652503871                06/01/2001                      Refinance                       STANDARD                   69.6703
 SOUTH SAN                04/14/2001                                                      N
 CA                       360                             317000                          05/01/2031                 06/01/2001
 940800000                Primary Residence               316758.78
                                                                                          0

                          06/01/2001                      Refinance                       STANDARD                   74.8864
 652506259
 CITY OF LOS              04/24/2001                      7.5                             05/01/2031                 06/01/2001
 CA                       360                             329500
 913670000                Primary Residence               329255.46                       -0.01                        9255.46


                          06/01/2001                      Refinance                       STANDARD                   74.168
 652509903                04/12/2001                                                      N
 GLENDALE                                                 7.5                             05/01/2031                 06/01/2001
 CA                       360                             468000
 912020000                Primary Residence               467452.67                       200


 652518390                06/01/2001                      Refinance                       STANDARD                   60.9756
                          04/11/2001                                                      N
 CA                       360                             500000                          05/01/2031                 06/01/2001

 945390000                Primary Residence               499628.92                       0


 652518917                07/01/2001                      Refinance                       STANDARD                   67.2727
 MOORESTOWN               05/04/2001                                                      N
 NJ                       360                             740000                          06/01/2031                 06/01/2001
 080570000                Primary Residence               740000
                                                                                          0


 652519441                07/01/2001                      Refinance                       STANDARD                   80
 SAN DIEGO                04/28/2001                                                      N
 CA                       360                             316000                          06/01/2031                 06/01/2001
 921310000                Primary Residence               316000
                                                                                          0


 652519784                07/01/2001                      Refinance                       STANDARD                   73
 WALNUT                   05/04/2001                                                      N
 CA                       360                             292000                          06/01/2031                 06/01/2001
 917890000                Primary Residence               292000
                                                                                          0


 652525979                04/20/2001                      Refinance                       N                          58.6667
 SAN JOSE
 CA                       360                             440000                          05/01/2031                 06/01/2001
 951230000                Primary Residence               439656.75
                                                                                          0

                          07/01/2001                      Refinance                       STANDARD                   68.6275
 652526931                05/19/2001                                                      N
 HOLMDEL                                                  7.625                           06/01/2031                 06/01/2001
 NJ                       360                             350000
 077330000                Primary Residence               350000                          0


                          07/01/2001                      Refinance                       STANDARD                   72.9798
 ORANGE BEACH             05/08/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 365610000                Primary Residence               289000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 652529559                07/01/2001                      Refinance                       STANDARD                   80
 RANCHO CUCAMONGA         05/17/2001                                                      N
 CA                       360                             440000                          06/01/2031                 06/01/2001
 917390000                Primary Residence               440000
                                                                                          0

                          07/01/2001                      Purchase                        STANDARD                   72.3077
 652530115
 PERRIS                   05/08/2001                      7.5                             06/01/2031                 06/01/2001
 CA                       360                             470000
 925700000                Primary Residence               470000                          0                            0000


                          07/01/2001                      Refinance                       STANDARD                   80
 652532877                05/11/2001                                                      N
 CARMEL                                                   7.5                             06/01/2031                 06/01/2001
 NY                       360                             304000
 105120000                Primary Residence               304000                          0


 652537197                07/01/2001                      Refinance                       STANDARD                   76.087
                          05/07/2001                                                      N
 CA                       360                             350000                          06/01/2031                 06/01/2001

 928690000                Primary Residence               350000                          0


 652537327                07/01/2001                      Refinance                       STANDARD                   78.2692
 TORRANCE                 05/03/2001                                                      N
 CA                       360                             407000                          06/01/2031                 06/01/2001
 905030000                Primary Residence               407000
                                                                                          0


 652540635                07/01/2001                      Refinance                       STANDARD                   59.2453
 SAN JOSE                 05/03/2001                                                      N
 CA                       360                             314000                          06/01/2031                 06/01/2001
 951230000                Primary Residence               314000
                                                                                          0


 685043918                05/01/2001                      Refinance                       STANDARD                   74.187
 SPARTANBURG              03/12/2001                                                      N
 SC                       360                             365000                          04/01/2031                 06/01/2001
 293020000                Primary Residence               363891.55
                                                                                          564.98


 685046509                02/14/2001                      Purchase                        N                          80.0042
 MIDLOTHIAN
 VA                       360                             397000                          03/01/2031                 06/01/2001
 231130000                Primary Residence               396110.55
                                                                                          -0.01

                          05/01/2001                      Refinance                       STANDARD                   75
 685049590                03/26/2001                                                      N
 SPRINGFIELD                                              7.375                           04/01/2031                 06/01/2001
 VA                       360                             361500
 221530000                Primary Residence               360946.24                       1.91


                          06/01/2001                      Refinance                       STANDARD                   71.1429
 ORANGE                   04/04/2001                                                      N
                                                                                          05/01/2031                 06/01/2001
 928676415                Primary Residence               497611.51
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 685070020                06/01/2001                      Refinance                       STANDARD                   69.8925
 HIGHLAND PARK            04/16/2001                                                      N
 IL                       360                             650000                          05/01/2031                 06/01/2001
 600350000                Primary Residence               646100.51
                                                                                          3404.89

                          07/01/2001                      Refinance                       STANDARD                   79.2683
 685071298
 EVERGREEN                05/11/2001                      7.5                             06/01/2031                 06/01/2001
 CO                       360                             325000
 804390000                Primary Residence               325000                          0                            5000


                          07/01/2001                      Refinance                       STANDARD                   79.8
 685075431                05/09/2001                                                      N
 RANCHO CUCAMONGA                                         7.5                             06/01/2031                 06/01/2001
 CA                       360                             319200
 917390000                Primary Residence               319200                          0


 685077117                06/01/2001                      Refinance                       STANDARD                   63.8462
                          04/25/2001                                                      N
 CA                       360                             332000                          05/01/2031                 06/01/2001

 950200000                Primary Residence               331753.6                        0


 685078017                06/01/2001                      Purchase                        STANDARD                   80
 OCEAN CITY               04/19/2001                                                      N
 NJ                       360                             343200                          05/01/2031                 06/01/2001
 082260000                Primary Residence               342945.29
                                                                                          0


 685079519                07/01/2001                      Refinance                       STANDARD                   71.4
 SAN JOSE                 05/16/2001                                                      N
 CA                       360                             357000                          06/01/2031                 06/01/2001
 951250000                Primary Residence               357000
                                                                                          0


 702001593                04/01/2001                      Purchase                        Standard                   90
 SCOTTSDALE               02/28/2001                                                      N
 AZ                       360                             456750                          03/01/2031                 06/01/2001
 852600000                Primary Residence               455776.64
                                                                                          0.01


 702001977                03/19/2001                      Refinance                       N                          71.488
 BELLEVUE
 WA                       360                             357440                          04/01/2031                 06/01/2001
 980080000                Primary Residence               356907.8
                                                                                          0

                          07/01/2001                      Refinance                       Standard                   76.7442
 702002134                05/03/2001                                                      N
 SCOTTSDALE                                               7.375                           06/01/2031                 06/01/2001
 AZ                       360                             330000
 852554020                Primary Residence               330000                          0


                          07/01/2001                      Refinance                       Standard                   80
 OLYMPIA                  05/10/2001                                                      N
                                                                                          06/01/2031                 06/01/2001
 985020000                Primary Residence               344000
                                                                                          0









 Loan ID                   First Pay Date                  Purpose                        Processing Style           LTV
 City                      Note Date                                                      Buydown Ind
 Zip                       Orig Term                       Orig Loan Amount               Maturity Date              Issue Date
                           Occupancy                       Issue Date Balance
                                                                                          Unscheduled Payments

 702002153                05/01/2001                      Purchase                        Standard                   95
 CINCINNATI               03/20/2001                                                      N
 OH                       360                             293550                          04/01/2031                 06/01/2001
 452080000                Primary Residence               293101.89
                                                                                          0

                          06/01/2001                      Purchase                        Standard                   64.2308
 702002295
 ZEPHYR COVE              04/06/2001                      7.5                             05/01/2031                 06/01/2001
 NV                       360                             417500
 894480000                Primary Residence               417190.16                       -0.01                        7190.16


                          06/01/2001                      Purchase                        Standard                   85.0002
 702002402                04/19/2001                                                      N
 MUKILTEO                                                 7.25                            05/01/2031                 06/01/2001
 WA                       360                             340000
 982750000                Primary Residence               339634.77                       100


 702002580                07/01/2001                      Purchase                        Standard                   80
                          05/01/2001                                                      N
 NV                       360                             320000                          06/01/2031                 06/01/2001

 891340000                Primary Residence               320000                          0


 702002595                06/01/2001                      Purchase                        Standard                   94.8571
 MAINEVILLE               04/24/2001                                                      N
 OH                       360                             332000                          05/01/2031                 06/01/2001
 450390000                Primary Residence               331753.61
                                                                                          0


 702002601                06/01/2001                      Purchase                        Standard                   90
 ATLANTA                  04/27/2001                                                      N
 GA                       360                             391500                          05/01/2031                 06/01/2001
 303063137                Primary Residence               391216.65
                                                                                          0


 702002689                07/01/2001                      Purchase                        Standard                   86.4824
 OLYMPIA                  05/04/2001                                                      N
 WA                       360                             287900                          06/01/2031                 06/01/2001
 985139008                Primary Residence               287900
                                                                                          0


</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 June  28,  2001 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 held
by you, as Custodian,  pursuant to the above-captioned  Custodial Agreement,  we
request the release, and hereby acknowledge receipt, of the Custodian's Mortgage
File for the  Mortgage  Loan  described  below,  for the reason  indicated.  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 June 28, 2001, among Residential Asset Mortgage
Products, Inc., the Servicer and the Trustee, have been or will be so deposited.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:
----------------------------------

Reasons for Requesting Documents (check one):

            1.
                    Mortgage Paid in Full
-----------
            2.
                    Foreclosure
-----------
            3.
                    Substitution
-----------
            4.
                    Other Liquidation
-----------
            5.
                    Non-liquidation
-----------

                                By: .............................
                                       (authorized signer)

                                Servicer: .......................

                                Address: ........................

                                .................................

                                Date: ...........................
[Custodian?]






<PAGE>


                                   EXHIBIT G-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                         )
                                 )    ss.:
COUNTY OF                        )
               [NAME OF OFFICER], being first duly sworn, deposes and says:

1.  ..That he is [Title of  Officer]  of [Name of Owner]  (record or  beneficial
owner of the GMACM Mortgage Pass-Through Certificates, Series 2001-J3, Class R-[
] (the  "Owner")),  a [savings  institution]  [corporation]  duly  organized and
existing  under the laws of [the State of ] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing  large  partnership  as of [date of  transfer]  within  the  meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code,  (ii) will endeavor to remain other than a  disqualified  organization
for  so  long  as  it  retains  its  ownership  interest  in  the  Class  R-[  ]
Certificates,  and (iii) is acquiring the Class R-[ ]  Certificates  for its own
account  or for the  account of another  Owner  from  which it has  received  an
affidavit and  agreement in  substantially  the same form as this  affidavit and
agreement.  (For this purpose, a "disqualified  organization"  means an electing
large partnership under Section 775 of the Code, the United States, any state or
political  subdivision  thereof,  any  agency or  instrumentality  of any of the
foregoing  (other than an  instrumentality  all of the  activities  of which are
subject to tax and,  except for the Federal Home Loan  Mortgage  Corporation,  a
majority of whose board of directors  is not  selected by any such  governmental
entity) or any foreign government,  international  organization or any agency or
instrumentality of such foreign  government or organization,  any rural electric
or telephone  cooperative,  or any  organization  (other than  certain  farmers'
cooperatives)  that is  generally  exempt  from  federal  income tax unless such
organization is subject to the tax on unrelated business taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class  R-[ ]  Certificates  to  disqualified  organizations  or  electing  large
partnerships,  under the Code,  that  applies  to all  transfers  of Class R-[ ]
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such transfer is through an agent (which person includes a
broker,  nominee or middleman)  for a disqualified  organization,  on the agent;
(iii) that the person  (other than with respect to  transfers to electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability  for
the tax if the  transferee  furnishes  to such  person  an  affidavit  that  the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R-[ ] Certificates may be "noneconomic  residual interests" within the
meaning of Treasury  regulations  promulgated  pursuant to the Code and that the
transferor of a noneconomic  residual  interest will remain liable for any taxes
due with respect to the income on such residual interest,  unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
<PAGE>

4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R-[ ] Certificates if either the pass-through  entity is an electing large
partnership  under  Section 775 of the if at any time during the taxable year of
the pass-through  entity a disqualified  organization is the record holder of an
interest in such entity.  (For this purpose,  a "pass through entity" includes a
regulated  investment  company,  a real estate  investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

5. The Owner is a citizen or  resident  of the  United  States,  a  corporation,
partnership  or other entity  created or organized in, or under the laws of, the
United  States or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.

6. That the Owner is aware that the Trustee  will not  register  the transfer of
any Class R-[ ] Certificates  unless the transferee,  or the transferee's agent,
delivers to it an affidavit and agreement,  among other things, in substantially
the same form as this affidavit and agreement.  The Owner expressly  agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

7. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class R-[ ] Certificates  and the  provisions of Section  5.02(f) of the Pooling
and Servicing Agreement under which the Class R-[ ] Certificates were issued (in
particular,  clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver  payments  to a person  other than the Owner and  negotiate a
mandatory sale by the Trustee in the event the Owner holds such  Certificates in
violation of Section 5.02(f)).  The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

8. That the Owner consents to any additional  restrictions or arrangements  that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement  to ensure  that the Class  R-[ ]  Certificates  will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.

9.      The Owner's Taxpayer Identification Number is  __________________  .

10. This  affidavit and agreement  relates only to the Class R-[ ]  Certificates
held by the Owner and not to any other  holder of the Class R-[ ]  Certificates.
The Owner  understands that the liabilities  described herein relate only to the
Class R-[ ] Certificates.

11. That no purpose of the Owner  relating  to the  transfer of any of the Class
R-[ ]  Certificates  by the  Owner is or will be to  impede  the  assessment  or
collection of any tax.

12.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from  whom it  acquired  the  Class  R-[ ]
Certificate  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.
<PAGE>

13. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R-[ ] Certificates remain outstanding.

14. The  Purchaser is not an employee  benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"),  or an investment  manager,  named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.


<PAGE>


               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this 28th day of June, 2001.




                             [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 28th day of June, 2001.





                             NOTARY PUBLIC



                        COUNTY OF
                                 ----------------------------------
                        STATE OF
                                -----------------------------------
                         My Commission  expires the day of ,  20 .


<PAGE>

                               EXHIBIT G-2


                         FORM OF TRANSFEROR CERTIFICATE


                                                                       , 20
                                    ------------------------------------    ----

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

Bank One, National Association
1 Bank One, Plaza, Suite IL-0126
Chicago, Illinois 60670-0126

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2001-J3

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J3, Class R-[ ]]

Ladies and Gentlemen:

               This letter is delivered to you in  connection  with the transfer
by (the  "Seller")  to (the  "Purchaser")  of $  Initial  Certificate  Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2001-J3, Class R-[ ]
(the  "Certificates"),  pursuant to Section  5.02 of the  Pooling and  Servicing
Agreement  (the  "Pooling and Servicing  Agreement"),  dated as of June 28, 2001
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

<PAGE>

paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in the future.  The Seller  understands  that the  transfer of a Class R-[ ]
Certificate  may not be respected for United States income tax purposes (and the
Seller may  continue  to be liable for United  States  income  taxes  associated
therewith) unless the Seller has conducted such an investigation.

4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.


                      Very truly yours,


                          (Seller)



                      By:
                         ----------------------------------------
                      Name:
                           --------------------------------------
                      Title:
                            -------------------------------------


<PAGE>



                                    EXHIBIT H


                     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 IL-0126
Chicago, Illinois 60670-0126

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2001-J3

               RE:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J3, [Class B-[ ]]

Ladies and Gentlemen:

               (the  "Purchaser")  intends to  purchase  from (the  "Seller")  $
Initial   Certificate   Principal   Balance  of  GMACM   Mortgage   Pass-Through
Certificates, Series 2001-J3, Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of June 28, 2001 among Residential Asset Mortgage  Products,  Inc., as seller
(the "Company"),  GMAC Mortgage Corporation,  as Servicer (the "Servicer"),  and
__________________,  as trustee (the  "Trustee").  All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement.  The  Purchaser  hereby  certifies,  represents  and warrants to, and
covenants with, the Company, the Trustee and the Servicer that:

     1.   The Purchaser  understands that (a) the Certificates have not been and
          will not be registered or qualified  under the Securities Act of 1933,
          as amended (the "Act") or any state securities law, (b) the Company is
          not  required  to so register  or qualify  the  Certificates,  (c) the
          Certificates  may be resold only if registered and qualified  pursuant
          to the  provisions  of the Act or any state  securities  law, or if an
          exemption from such registration and  qualification is available,  (d)
          the Pooling and Servicing  Agreement contains  restrictions  regarding
          the transfer of the Certificates and (e) the Certificates  will bear a
          legend to the foregoing effect.

<PAGE>

2.   The  Purchaser  is  acquiring  the  Certificates  for its own  account  for
     investment  only and not with a view to or for sale in connection  with any
     distribution  thereof  in any  manner  that  would  violate  the Act or any
     applicable state securities laws.

3.   The Purchaser is (a) a substantial,  sophisticated  institutional  investor
     having such  knowledge and  experience  in financial and business  matters,
     and, in particular,  in such matters  related to securities  similar to the
     Certificates, such that it is capable of evaluating the merits and risks of
     investment in the Certificates, (b) able to bear the economic risks of such
     an investment and (c) an "accredited  investor"  within the meaning of Rule
     501(a) promulgated pursuant to the Act.

4.   The Purchaser has been furnished with, and has had an opportunity to review
     (a) a copy of the  Private  Placement  Memorandum,  dated  June  28,  2001,
     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.

<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
     the  Certificates  is an "insurance  company general  account"  (within the
     meaning of DOL Prohibited  Transaction Class Exemption ("PTCE") 95-60), and
     conditions  set  forth  in  Sections  I and III of  PTCE  95-60  have  been
     satisfied.

        In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Servicer that the Purchaser
will not transfer  such  Certificates  to any Plan or person unless such Plan or
person meets the requirements set forth in either 6(a) or (b) above.


                           Very truly yours,





                           By:
                              ----------------------------------------
                           Name:
                                --------------------------------------
                           Title:
                                 -------------------------------------


<PAGE>



                                    EXHIBIT 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 IL-0126
Chicago, Illinois 60670-0126

Attention: Residential Asset Mortgage Products, Inc.,  Series 2001-J3

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J3, [Class B-[ ]]

Ladies and Gentlemen:

               In   connection   with  the  sale  by  (the   "Seller")  to  (the
"Purchaser")  of $  Initial  Certificate  Principal  Balance  of GMACM  Mortgage
Pass-Through  Certificates,  Series 2001-J3, Class (the "Certificates"),  issued
pursuant to the Pooling and  Servicing  Agreement  (the  "Pooling and  Servicing
Agreement"),  dated  as of June  28,  2001,  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:
                                                  -------------------------


<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 June 28,  2001 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.

(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.
<PAGE>


(d)  Neither the Buyer nor anyone acting on its behalf has offered, transferred,
     pledged,  sold or  otherwise  disposed  of the Rule  144A  Securities,  any
     interest in the Rule 144A  Securities or any other similar  security to, or
     solicited  any  offer  to  buy  or  accept  a  transfer,  pledge  or  other
     disposition  of the Rule 144A  Securities,  any  interest  in the Rule 144A
     Securities or any other similar  security from, or otherwise  approached or
     negotiated  with respect to the Rule 144A  Securities,  any interest in the
     Rule 144A Securities or any other similar  security with, any person in any
     manner, or made any general solicitation by means of general advertising or
     in any other  manner,  or taken any other action,  that would  constitute a
     distribution of the Rule 144A  Securities  under the 1933 Act or that would
     render the disposition of the Rule 144A Securities a violation of Section 5
     of the 1933 Act or require registration  pursuant thereto, nor will it act,
     nor has it  authorized  or will it  authorize  any  person to act,  in such
     manner with respect to the Rule 144A Securities.

(e)  The Buyer is a "qualified  institutional  buyer" as that term is defined in
     Rule  144A  under  the 1933 Act and has  completed  either  of the forms of
     certification  to that  effect  attached  hereto as Annex 1 or Annex 2. The
     Buyer is aware that the sale to it is being made in  reliance on Rule 144A.
     The Buyer is acquiring the Rule 144A  Securities for its own account or the
     accounts of other qualified  institutional  buyers,  understands  that such
     Rule 144A  Securities may be resold,  pledged or transferred  only (i) to a
     person  reasonably  believed  to be a  qualified  institutional  buyer that
     purchases   for  its  own  account  or  for  the  account  of  a  qualified
     institutional  buyer to whom  notice is given  that the  resale,  pledge or
     transfer  is being made in  reliance  on Rule  144A,  or (ii)  pursuant  to
     another exemption from registration under the 1933 Act.

               [3.    The Buyer

(a)     is not an  employee  benefit  or other plan  subject  to the  prohibited
        transaction provisions of the Employee Retirement Income Security Act of
        1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
        of 1986,  as  amended  (the  "Code")  (a  "Plan"),  or any other  person
        (including an investment  manager, a named fiduciary or a trustee of any
        Plan) acting,  directly or  indirectly,  on behalf of or purchasing  any
        Certificate  with "plan  assets" of any Plan  within the  meaning of the
        Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or

(b)     is an  insurance  company,  the  source  of  funds  to be  used by it to
        purchase the  Certificates  is an "insurance  company  general  account"
        (within  the  meaning  of DOL  Prohibited  Transaction  Class  Exemption
        ("PTCE")  95-60),  and the conditions set forth in Sections I and III of
        PTCE 95-60 have been satisfied.]

               4. This document may be executed in one or more  counterparts and
        by the different parties hereto on separate counterparts, each of which,
        when so executed,  shall be deemed to be an original; such counterparts,
        together, shall constitute one and the same document.
<PAGE>

               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.


Print Name of Seller                              Print Name of Buyer
By:                                               By:
   ------------------------------------------
   Name:                                             Name:
   Title:                                            Title:
Taxpayer Identification                           Taxpayer Identification:
No.                                               No:
   ------------------------------------------
Date:                                             Date:
     ----------------------------------------



<PAGE>


                              ANNEX 1 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                   [For Buyers Other Than Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

     1. As indicated  below,  the undersigned is the President,  Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

               2. In  connection  with  purchases  by the Buyer,  the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a  discretionary  basis $ in securities  (except for the excluded  securities
referred  to below) as of the end of the Buyer's  most recent  fiscal year (such
amount  being  calculated  in  accordance  with  Rule  144A)  and (ii) the Buyer
satisfies the criteria in the category marked below.

--   Corporation,  etc. The Buyer is a corporation  (other than a bank,  savings
     and loan  association  or similar  institution),  Massachusetts  or similar
     business  trust,  partnership,  or  charitable  organization  described  in
     Section 501(c)(3) of the Internal Revenue Code.

--   Bank.  The Buyer (a) is a national  bank or banking  institution  organized
     under the laws of any State,  territory or the  District of  Columbia,  the
     business of which is substantially confined to banking and is supervised by
     the State or  territorial  banking  commission or similar  official or is a
     foreign bank or equivalent institution, and (b) has an audited net worth of
     at  least  $25,000,000  as  demonstrated  in its  latest  annual  financial
     statements, a copy of which is attached hereto.

--   Savings and Loan. The Buyer (a) is a savings and loan association, building
     and loan association,  cooperative bank,  homestead  association or similar
     institution,  which  is  supervised  and  examined  by a State  or  Federal
     authority  having  supervision  over any such  institutions or is a foreign
     savings  and loan  association  or  equivalent  institution  and (b) has an
     audited net worth of at least  $25,000,000  as  demonstrated  in its latest
     annual financial statements.

--   Broker-Dealer.  The Buyer is a dealer registered  pursuant to Section 15 of
     the Securities Exchange Act of 1934.

--   Insurance  Company.  The Buyer is an insurance  company  whose  primary and
     predominant business activity is the writing of insurance or the reinsuring
     of risks  underwritten  by  insurance  companies  and which is  subject  to
     supervision by the insurance  commissioner or a similar  official or agency
     of a State or territory or the District of Columbia.

<PAGE>

--   State or Local Plan.  The Buyer is a plan  established  and maintained by a
     State, its political subdivisions,  or any agency or instrumentality of the
     State or its political subdivisions, for the benefit of its employees.

--   ERISA  Plan.  The Buyer is an employee  benefit  plan within the meaning of
     Title I of the Employee Retirement Income Security Act of 1974.

--   Investment Adviser. The Buyer is an investment adviser registered under the
     Investment Advisers Act of 1940.

--   SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
     Small  Business  Administration  under  Section  301(c) or (d) of the Small
     Business Investment Act of 1958.

--   Business  Development  Company. The Buyer is a business development company
     as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

--   Trust  Fund.  The Buyer is a trust  fund  whose  trustee is a bank or trust
     company and whose  participants  are exclusively (a) plans  established and
     maintained  by a  State,  its  political  subdivisions,  or any  agency  or
     instrumentality of the State or its political subdivisions, for the benefit
     of its employees, or (b) employee benefit plans within the meaning of Title
     I of the Employee  Retirement  Income  Security  Act of 1974,  but is not a
     trust fund that includes as participants  individual retirement accounts or
     H.R. 10 plans.

               3. The term  "securities"  as used  herein  does not  include (i)
 securities of issuers that are affiliated with the Buyer,  (ii) securities that
 are part of an unsold  allotment to or  subscription by the Buyer, if the Buyer
 is a dealer,  (iii) bank deposit notes and  certificates of deposit,  (iv) loan
 participations, (v) repurchase agreements, (vi) securities owned but subject to
 a repurchase agreement and (vii) currency, interest rate and commodity swaps.

               4. For purposes of determining the aggregate amount of securities
 owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
 cost of such  securities to the Buyer and did not include any of the securities
 referred to in the preceding paragraph.  Further, in determining such aggregate
 amount,  the Buyer may have included  securities  owned by  subsidiaries of the
 Buyer, but only if such  subsidiaries  are  consolidated  with the Buyer in its
 financial  statements prepared in accordance with generally accepted accounting
 principles and if the  investments of such  subsidiaries  are managed under the
 Buyer's direction. However, such securities were not included if the Buyer is a
 majority-owned,  consolidated subsidiary of another enterprise and the Buyer is
 not itself a reporting company under the Securities Exchange Act of 1934.

               5. The Buyer  acknowledges that it is familiar with Rule 144A and
 understands that the seller to it and other parties related to the Certificates
 are relying and will continue to rely on the statements made herein because one
 or more sales to the Buyer may be in reliance on Rule 144A.
<PAGE>

                           Will the Buyer be purchasing the Rule 144A
Yes           No           Securities only for the Buyer's own account?
               6. If the answer to the  foregoing  question  is "no",  the Buyer
 agrees that,  in connection  with any purchase of securities  sold to the Buyer
 for the account of a third party  (including any separate  account) in reliance
 on Rule 144A,  the Buyer will only  purchase  for the  account of a third party
 that at the time is a  "qualified  institutional  buyer"  within the meaning of
 Rule 144A.  In  addition,  the Buyer  agrees  that the Buyer will not  purchase
 securities  for  a  third  party  unless  the  Buyer  has  obtained  a  current
 representation  letter from such third party or taken other  appropriate  steps
 contemplated by Rule 144A to conclude that such third party independently meets
 the definition of "qualified institutional buyer" set forth in Rule 144A.

               7. The  Buyer  will  notify  each of the  parties  to which  this
 certification is made of any changes in the information and conclusions herein.
 Until such notice is given,  the Buyer's  purchase of Rule 144A Securities will
 constitute  a  reaffirmation  of  this  certification  as of the  date  of such
 purchase.




                                            Print Name of Buyer


                                            By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


                                            Date:
                                                 ----------------------------

<PAGE>


                              ANNEX 2 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                    [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

               1. As indicated  below,  the undersigned is the President,  Chief
 Financial  Officer or Senior Vice  President of the Buyer or, if the Buyer is a
 "qualified  institutional buyer" as that term is defined in Rule 144A under the
 Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a Family  of
 Investment Companies (as defined below), is such an officer of the Adviser.

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
 "qualified  institutional  buyer" as defined in SEC Rule 144A  because  (i) the
 Buyer is an investment  company  registered under the Investment Company Act of
 1940,  and (ii) as marked  below,  the Buyer  alone,  or the Buyer's  Family of
 Investment Companies, owned at least $100,000,000 in securities (other than the
 excluded securities referred to below) as of the end of the Buyer's most recent
 fiscal year. For purposes of determining the amount of securities  owned by the
 Buyer  or the  Buyer's  Family  of  Investment  Companies,  the  cost  of  such
 securities was used.

--             The  Buyer  owned  $  in  securities  (other  than  the  excluded
               securities  referred to below) as of the end of the Buyer's  most
               recent  fiscal year (such amount being  calculated  in accordance
               with Rule 144A).

--             The Buyer is part of a Family of Investment Companies which owned
               in  the  aggregate  $ in  securities  (other  than  the  excluded
               securities  referred to below) as of the end of the Buyer's  most
               recent  fiscal year (such amount being  calculated  in accordance
               with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
 two or more registered  investment  companies (or series thereof) that have the
 same investment  adviser or investment  advisers that are affiliated (by virtue
 of  being  majority  owned  subsidiaries  of the same  parent  or  because  one
 investment adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
 securities  of issuers  that are  affiliated  with the Buyer or are part of the
 Buyer's   Family  of  Investment   Companies,   (ii)  bank  deposit  notes  and
 certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
 (v) securities  owned but subject to a repurchase  agreement and (vi) currency,
 interest rate and commodity swaps.

               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.
<PAGE>

               6. The undersigned  will notify each of the parties to which this
 certification is made of any changes in the information and conclusions herein.
 Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
 a reaffirmation of this certification by the undersigned as of the date of such
 purchase.




                                            Print Name of Buyer


                                            By:
                                                 -----------------------------
                                                 Name:
                                                      ------------------------
                                                 Title:
                                                       -----------------------


                                            IF AN ADVISER:



                                            Print Name of Buyer


                                            Date:
                                                 -----------------------------



<PAGE>







                                    EXHIBIT 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 IL-0126
Chicago, Illinois 60670-0126

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J3

               Re:    GMACM Mortgage Pass-Through Certificates, Series
                                                                -------
                      2001-J3 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 June 28, 2001
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage  Corporation,  as Servicer,  and the Trustee. All terms used herein and
not  otherwise  defined  shall have the  meanings  set forth in the  Pooling and
Servicing  Agreement.  The Lender hereby certifies,  represents and warrants to,
and covenants with, the Servicer and the Trustee that:

(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an  assignment  in lieu of  satisfaction  is required to preserve  lien
priority,  minimize or avoid mortgage  recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;

(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the  transaction is solely to comply with, or
facilitate the transaction under, such local laws;

(iii) the Mortgage Loan  following the proposed  assignment  will be modified to
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed assignment; and

(iv) such  assignment  is at the  request  of the  borrower  under  the  related
Mortgage Loan.



                                            Very truly yours,



                                    (Lender)


                                            By:
                                               -------------------------------
                                            Name:
                                                 -----------------------------
                                            Title:
                                                  ----------------------------


<PAGE>



                                    EXHIBIT L

                          INFORMATION TO BE INCLUDED IN
                       MONTHLY DISTRIBUTION DATE STATEMENT



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

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

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

(iv)    the amount of any Advance by the Servicer pursuant to Section 4.04;

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

(vi)    the  Guaranteed   Distribution  for  such  Distribution  Date,  and  the
        respective  portions thereof allocable to principal and interest for the
        Insured Certificates;

(vii)   the amount of any MBIA Insurance Payment made on such Distribution Date,
        the  amount  of  any   reimbursement   payment  made  to  MBIA  on  such
        Distribution  Date  pursuant to Section  4.02(a)(xvi)  and the amount of
        Cumulative  Insurance  Payments  after  giving  effect  to any such MBIA
        Insurance Payment or any such reimbursement payment to MBIA;

(viii) the related  Subordinate  Principal  Distribution  Amount and  Prepayment
     Distribution Percentage, if applicable;

(ix)    on the basis of the most recent reports furnished to it by the Servicer,
        the number and aggregate  principal  balances of Mortgage Loans that are
        Delinquent  (A) 30-59  days,  (B) 60-89 days and (C) 90 or more days and
        the number and aggregate principal balance of Mortgage Loans that are in
        foreclosure;

(x)  on the basis of the most recent  reports  furnished to it by the  Servicer,
     the  number,  aggregate  principal  balance  and  book  value  of  any  REO
     Properties;

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

(xii)   the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of
        the close of business on such Distribution Date and a description of any
        change in the calculation of such amounts;

<PAGE>

(xiii) the Pass-Through Rate with respect to the Class IO Certificates,  if any,
     thereof;

(xiv)the  occurrence  of the Credit  Support  Depletion  Date and the  Accretion
     Termination Date;

(xv) the related Senior Accelerated  Distribution  Percentage applicable to such
     distribution;

(xvi)   the related Senior Percentage for such Distribution Date;

(xvii)  the amount of Realized Losses  allocated on such  Distribution  Date and
        the cumulative amount of Realized Losses as of such  Distribution  Date;
        and

(xviii) if any of the Class M  Certificates  are held by a Depository,  a legend
        substantially in the form of Exhibit H-3, referencing such Certificates.

In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts  shall be expressed  as a dollar  amount per  Certificate  with a $1,000
denomination.



<PAGE>





                                    EXHIBIT M

                          FORM OF INITIAL CERTIFICATION

                                  June __, 2001


Bank One, National Association           GMAC Mortgage Corporation
1 Bank One Plaza, Suite IL-0126          100 Witmer Road
Chicago, Illinois 60670-0126             Horsham, Pennsylvania  19044

MBIA Insurance Corporation

Attention:
__________________________________________________________________________(GMACM
Mortgage Pass-Through Certificates, Series 2001-J3)

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J3

          Re:  Custodial  Agreement dated as of June 28, 2001, 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,   and  subject  to  Section  2.02  of  the  Pooling  Agreement,   the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which  contains an original  Mortgage Note or an original  lost note  affidavit
with a copy of the related  Mortgage  Note, if  available)  with respect to each
Mortgage  Loan listed in the  Mortgage  Loan  Schedule,  and it has reviewed the
Mortgage  File and the Mortgage  Loan  Schedule  and has  determined  that:  all
required  documents  have been  executed and received to the extent  required in
Section 2.01(b) of the Pooling  Agreement,  subject to the provisions of Section
2.01(c)  of the  Pooling  Agreement,  and that  such  documents  related  to the
Mortgage  Loans  identified on the Mortgage Loan  Schedule,  with any exceptions
listed on Schedule A attached hereto.

               Capitalized  terms used  herein  that are not  otherwise  defined
shall  have the  meanings  assigned  thereto  in the  above-captioned  Custodial
Agreement.

                                 ESCROW BANK USA, as Custodian



                                 By:
                                    -----------------------------------------
                                 Name:
                                      ---------------------------------------
                                 Title:
                                       --------------------------------------


<PAGE>



                                    EXHIBIT N

                           FORM OF FINAL CERTIFICATION

________, 2000



Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126

MBIA Insurance Corporation


Attention:
__________________________________________________________________________(GMACM
Mortgage Pass-Through Certificates, Series 2001-J3)

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J3

               Re:  Custodial  Agreement dated as of June 28, 2001, 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 the above-captioned  Custodial Agreement,  the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
with  respect  to each  Mortgage  Loan  listed  in the  Mortgage  Loan  Schedule
containing (I) with respect to each such Mortgage Loan (other than a Cooperative
Loan):

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

<PAGE>

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

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

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

(v)  Unless the Mortgage Loan is registered  on the  MERS(R)System,  an original
     Assignment  or  Assignments  of the  Mortgage  (which may be  included in a
     blanket  assignment or assignments)  from the Seller to "Bank One, National
     Association,  as Trustee under that certain Pooling and Servicing Agreement
     dated as of June 28, 2001,  for GMACM Mortgage  Pass-Through  Certificates,
     Series  2001-J3" c/o the Servicer at an address  specified by the Servicer,
     and signed by an authorized officer,  which assignment shall be in form and
     substance  acceptable for  recording.  If the Mortgage Loan was acquired by
     the assignor in a merger, the assignment must be by " , successor by merger
     to [name of predecessor]".  If the Mortgage Loan was acquired or originated
     by the assignor  while doing  business  under another name,  the assignment
     must be by " formerly known as [previous name]";

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

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

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

<PAGE>

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

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

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

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

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

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

(v)      The Security Agreement;

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

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

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

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

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



<PAGE>


               Capitalized   words  and  phrases  used  herein  shall  have  the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                    ESCROW BANK USA, as Custodian


                                    By:
                                       ---------------------------------------
                                    Name:
                                         -------------------------------------
                                    Title:
                                          ------------------------------------



<PAGE>




                                    EXHIBIT O

                                   MBIA POLICY
                                 (See attached)

<PAGE>