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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 September 26, 2001

                        GMACM Mortgage Loan Trust 2001-J5
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2001-J5



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<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                          PAGE



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

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

        Section 1.02.    Use of Words and Phrases..........................................40

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........40

        Section 2.01.    Conveyance of Mortgage Loans......................................40

        Section 2.02.    Acceptance by Trustee.............................................44

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

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

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

        Section 2.06.    Purposes and Powers of the Trust Fund.............................47

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

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

        Section 3.02.    Subservicing Agreements Between Servicer and Subservicers;
                         Enforcement of Subservicers' and Sellers' Obligations.............49

        Section 3.03.    Successor Subservicers............................................49

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

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

        Section 3.06.    Assumption or Termination of Subservicing Agreements by
                         Trustee...........................................................50

        Section 3.07.    Collection of Certain Mortgage Loan Payments; Deposits to
                         Custodial Account.................................................50

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

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

        Section 3.10.    Permitted Withdrawals from the Custodial Account..................54

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

        Section 3.12.    Maintenance of Fire Insurance and Omissions and Fidelity
                         Coverage..........................................................56

        Section 3.13.    Enforcement of Due-on-Sale Clauses; Assumption and
                         Modification Agreements; Certain Assignments......................58

                                        i
<PAGE>


        Section 3.14.    Realization Upon Defaulted Mortgage Loans.........................59

        Section 3.15.    Trustee to Cooperate; Release of Mortgage Notes...................62

        Section 3.16.    Servicing and Other Compensation; Compensating Interest...........63

        Section 3.17.    Periodic Filings with the Securities and Exchange
                         Commission; Additional Information................................64

        Section 3.18.    Annual Statement as to Compliance.................................65

        Section 3.19.    Annual Independent Public Accountants' Servicing Report...........65

        Section 3.20.    Rights of the Company in Respect of the Servicer..................65

        Section 3.21.    Administration of Buydown Funds...................................65

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................66

        Section 4.01.    Payment Account...................................................66

        Section 4.02.    Distributions.....................................................67

        Section 4.03.    Statements to Certificateholders..................................75

        Section 4.04.    Distribution of Reports to the Trustee and the Company;
                         Advances by the Servicer..........................................76

        Section 4.05.    Allocation of Realized Losses.....................................77

        Section 4.06.    Reports of Foreclosures and Abandonment of Mortgaged Property.....78

        Section 4.07.    Optional Purchase of Defaulted Mortgage Loans.....................79

        Section 4.08.    Insured Reserve Fund..............................................79

        Section 4.09.    Rounding Account..................................................80

        Section 4.10.    Principal Distributions on the Insured Certificates...............80

        Section 4.11.    Determination of LIBOR............................................84

ARTICLE V         THE CERTIFICATES.........................................................85

        Section 5.01.    The Certificates..................................................85

        Section 5.02.    Registration of Transfer and Exchange of Certificates.............86

        Section 5.03.    Mutilated, Destroyed, Lost or Stolen Certificates.................92

        Section 5.04.    Persons Deemed Owners.............................................92

        Section 5.05.    Appointment of Paying Agent.......................................92

        Section 5.06.    Optional Purchase of Certificates.................................93

                                        ii
<PAGE>


ARTICLE VI        THE COMPANY AND THE SERVICER.............................................94

        Section 6.01.    Respective Liabilities of the Company and the Servicer............94

        Section 6.02.    Merger or Consolidation of the Company or the Servicer;
                         Assignment of Rights and Delegation of Duties by Servicer.........94

        Section 6.03.    Limitation on Liability of the Company, the Servicer and
                         Others............................................................95

        Section 6.04.    Company and Servicer Not to Resign................................96

ARTICLE VII       DEFAULT..................................................................96

        Section 7.01.    Events of Default.................................................96

        Section 7.02.    Trustee to Act; Appointment of Successor..........................98

        Section 7.03.    Notification to Certificateholders................................99

        Section 7.04.    Waiver of Events of Default......................................100

ARTICLE VIII      CONCERNING THE TRUSTEE..................................................100

        Section 8.01.    Duties of Trustee................................................100

        Section 8.02.    Certain Matters Affecting the Trustee............................102

        Section 8.03.    Trustee Not Liable for Certificates or Mortgage Loans............103

        Section 8.04.    Trustee May Own Certificates.....................................103

        Section 8.05.    Servicer to Pay Trustee's Fees and Expenses; Indemnification.....103

        Section 8.06.    Eligibility Requirements for Trustee.............................104

        Section 8.07.    Resignation and Removal of the Trustee...........................104

        Section 8.08.    Successor Trustee................................................105

        Section 8.09.    Merger or Consolidation of Trustee...............................106

        Section 8.10.    Appointment of Co-Trustee or Separate Trustee....................106

        Section 8.11.    Appointment of Custodians........................................107

        Section 8.12.    Appointment of Office or Agency..................................107

ARTICLE IX        TERMINATION.............................................................108

        Section 9.01.    Termination Upon Purchase by the Servicer or Liquidation of
                         All Mortgage Loans...............................................108

        Section 9.02.    Additional Termination Requirements..............................110


                                        iii
<PAGE>


ARTICLE X         REMIC PROVISIONS........................................................110

        Section 10.01.   REMIC Administration.............................................110

        Section 10.02.   Servicer, REMIC Administrator and Trustee Indemnification........114

        Section 10.03.   Designation of REMIC(s)..........................................114

        Section 10.04.   Distributions on Uncertificated REMIC I Regular Interests
                         and REMIC II Regular Interests...................................115

        Section 10.05.   Compliance with Withholding Requirements.........................116

ARTICLE XI        CERTAIN MATTERS REGARDING MBIA..........................................116

        Section 11.01.   Rights of MBIA to Exercise Rights of Insured
                         Certificateholders...............................................116

        Section 11.02.   Claims Upon the MBIA Policy; MBIA Policy Payments Account........116

        Section 11.03.   Effect of Payments by MBIA; Subrogation..........................117

        Section 11.04.   Notices and Information to MBIA; MBIA as Third Party
                         Beneficiary; Ratings.............................................118

        Section 11.05.   Trustee to Hold MBIA Policy......................................118

        Section 11.06.   Payment of Insurance Premium.....................................119

ARTICLE XII       MISCELLANEOUS PROVISIONS................................................119

        Section 12.01.   Amendment........................................................119

        Section 12.02.   Recordation of Agreement; Counterparts...........................121

        Section 12.03.   Limitation on Rights of Certificateholders.......................121

        Section 12.04.   Governing Law....................................................122

        Section 12.05.   Notices..........................................................122

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

        Section 12.07.   Severability of Provisions.......................................123

        Section 12.08.   Supplemental Provisions for Resecuritization.....................124

        Section 12.09.   Allocation of Voting Rights......................................124

        Section 12.10.   Non Petition.....................................................125
</TABLE>


                                        iv
<PAGE>


                                    EXHIBITS

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

Exhibit A-2:...Form of Class IO Certificate

Exhibit A-3:...Form of Class PO Certificate

Exhibit B:.....Form of Class M Certificate

Exhibit C:.....Form of Class B Certificate

Exhibit D:.....Form of Class R Certificate

Exhibit E:.....Mortgage Loan Schedule

Exhibit F:.....Form of Request for Release

Exhibit G-1:...Form of Transfer Affidavit and Agreement

Exhibit G-2:...Form of Transferor Certificate

Exhibit H:.....Form of Investor Representation Letter

Exhibit I:.....Form of Transferor Representation Letter

Exhibit J:.....Form of Rule 144A Investment Representation Letter

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

Exhibit L:.....Schedule of Discount Fractions

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

Exhibit N:.....Form of Custodian Certification

Exhibit O:.....MBIA Policy



                                        v

<PAGE>



        This is the Pooling and Servicing  Agreement,  dated as of September 26,
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        REMIC I         INITIAL             LATEST
       DESIGNATION       CLASSES OF      REMITTANCE    UNCERTIFICATED        POSSIBLE
          DATE          CERTIFICATES        RATE          BALANCE        MATURITY DATE(1)

<S>   <C>                        <C>       <C>          <C>                      <C> <C>
    LT1                  Class A-5,        6.750%       $54,259,555     November 25, 2031
                         Class A-7,
                         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-1        5.750%       $53,578,000     November 25, 2031
    LT3                   Class A-2        6.250%       $53,578,000     November 25, 2031
    LT4                  Class A-3,        8.500%       $45,924,000     November 25, 2031
                          Class A-4
    LT5                   Class A-6        6.750%       $15,000,000     November 25, 2031
    LTIO                  Class IO          (2)                  $0.00  November 25, 2031
    LTPO                  Class PO         0.000%          $998,290.69  November 25, 2031

</TABLE>

<PAGE>

________________

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

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

        As  provided  herein,  the REMIC  Administrator  will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal  income tax  purposes,  and such  segregated  pool of assets will be
designated  as REMIC II. The Class R-II  Certificates  will  represent  the sole
class of "residual  interests" in REMIC II for purposes of the REMIC  Provisions
under federal  income tax law. The following  table  irrevocably  sets forth the
designation,  remittance  rate (the  "REMIC II  Remittance  Rate")  and  initial
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                                         STANDARD &
                             CERTIFICATE                                        POOR'S/
               PASS-THROUGH   PRINCIPAL                          MATURITY     ------------      MINIMUM
 DESIGNATION      RATE         BALANCE        FEATURES(1)          DATE         MOODY'S     DENOMINATIONS(2)

<S>     <C>      <C>         <C>                                        <C>                   <C>
Class A-1        5.750%      $53,578,000      Senior/Fixed     November 25,     AAA/AAA       $25,000.00
                                                  Rate             2031

Class A-2        6.250%      $53,578,000      Senior/Fixed     November 25,     AAA/AAA       $25,000.00
                                                  Rate             2031

Class A-3      Variable      $45,924,000    Senior/Variable    November 25,     AAA/AAA       $25,000.00
                Rate(3)                       Rate/Floater         2031

Class A-4      Variable             $(5)    Senior/Interest    November 25,     AAA/AAA           (6)
                Rate(4)                      Only/Variable         2031
                                              Rate/Inverse
                                                Floater

Class A-5        6.750%      $24,100,000      Senior/Fixed     November 25,     AAA/AAA       $25,000.00
                                                  Rate             2031

Class A-6        6.70%       $15,000,000    Senior/Retail/FixedNovember 25,     AAA/AAA        $1,000.00
                                              Rate/Insured         2031

Class A-7        6.75%       $22,333,000      Senior/Fixed     November 25,     AAA/AAA       $25,000.00
                                              Rate/Lockout         2031

Class PO         0.000%      $998,290.69    Senior/Principal   November 25,     AAA/AAA       $25,000.00
                                                  Only             2031

Class IO       Variable            $0(8)    Senior/Interest    November 25,     AAA/AAA           (9)
                Rate(7)                     Only/Adjustable        2031
                                                  Rate

Class R-I        6.750%             $100        Senior/        November 25,     AAA/AAA          (10)
                                             Residual/Fixed        2031
                                                  Rate

Class R-II       6.750%             $100        Senior/        November 25,     AAA/AAA          (10)
                                             Residual/Fixed        2031
                                                  Rate

Class M-1        6.750%       $3,349,800    Mezzanine/Fixed    November 25,      AA/NA        $25,000.00
                                                  Rate             2031

Class M-2        6.750%       $1,675,000    Mezzanine/Fixed    November 25,       A/NA        $250,000.00
                                                  Rate             2031

Class M-3        6.750%       $1,228,300    Mezzanine/Fixed    November 25,      BBB/NA       $250,000.00
                                                  Rate             2031

Class B-1        6.750%         $558,300    Subordinate/Fixed  November 25,      BB/NA        $250,000.00
                                                  Rate             2031

Class B-2        6.750%         $558,300    Subordinate/Fixed  November 25,       B/NA        $250,000.00
                                                  Rate             2031

Class B-3        6.750%         $446,755    Subordinate/Fixed  November 25,      NA/NA        $250,000.00
                                                  Rate             2031
</TABLE>

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

(2) The  Certificates  (other  than the  Class  IO,  Class  R-I and  Class  R-II
Certificates)  shall be issuable in minimum  dollar  denominations  as indicated
above (by  Certificate  Principal  Balance  or  Notional  Amount)  and  integral

                                       3
<PAGE>

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

(3) With respect to the Class A-3 Certificates and any Distribution  Date (other
than the first Distribution  Date), the Pass-Through Rate will equal a per annum
rate  equal to the lesser of: (a) LIBOR plus a margin of 0.50% per annum and (b)
8.500% per annum.  Notwithstanding  the foregoing,  the Pass-Through Rate on the
Class A-3  Certificates  will not be less  than  0.50% per  annum.  The  initial
Pass-Through Rate for the Class A-3 Certificates  shall be equal to 4.08125% per
annum.

(4) With respect to the Class A-4 Certificates and any Distribution  Date (other
than the first Distribution  Date), the Pass-Through Rate will equal a per annum
rate equal to 8.00% minus LIBOR.  Notwithstanding the forgoing, the Pass-Through
Rate for the Class A-4  Certificates  will not be less than  0.00%.  The initial
Pass-Through Rate for the Class A-4 Certificates  shall be equal to 4.41875% per
annum.

(5) The initial Notional Amount for the Class A-4 Certificates shall be equal to
$44,232,900.

(6) The Class A-4 Certificates shall be issuable in minimum denominations of not
less than $2,000,000 Notional Amount.

(7) With respect to the Class IO Certificates and any Distribution  Date, a rate
equal to the  weighted  average  of the  Pool  Strip  Rate of each  Non-Discount
Mortgage Loan weighted on the basis of the respective Stated Principal  Balances
of such Mortgage Loans as of the day  immediately  preceding  such  Distribution
Date  (or,  with  respect  to the  initial  Distribution  Date,  at the close of
business on the Cut-off Date).  The initial  Pass-Through  Rate for the Class IO
Certificates shall be equal to 0.43226%.

(8) The initial Notional Amount for the Class IO Certificates  shall be equal to
$194,056,029.

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

(10) The Class R-I and Class  R-II  Certificates  shall be  issuable  in minimum
denominations  of not less than a 20% Percentage  Interest;  provided,  however,
that  one  Class  R-I and one  Class  R-II  will be  issuable  to 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 $223,327,945.68.

                                       4
<PAGE>

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

                                   ARTICLE I

                                   DEFINITIONS

Section 1.01...Definitions.

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

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

        (i)    Prepayment  Interest  Shortfalls  on all Mortgage  Loans  prepaid
               during the prior  calendar  month and, in the case of a Principal
               Prepayment in Full, during the related  Prepayment Period (to the
               extent not offset by the Servicer with a payment of  Compensating
               Interest as provided in Section 4.01),

        (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.

                                       5
<PAGE>

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

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

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

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

        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

                                       6
<PAGE>

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
                      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.

                                       7
<PAGE>

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

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

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

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

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

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

     Certificate:  Any Class A, Class IO,  Class PO, 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.

                                       8
<PAGE>

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

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

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

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

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

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

     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 and Class A-7  Certificates,  executed  by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit A1.

        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.

                                       9
<PAGE>

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

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

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

     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:  September 26, 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,
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


                                       10
<PAGE>

agreement  between the Cooperative  and the originator of the Cooperative  Loan,
each of which was  transferred  and assigned to the Trustee  pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.

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

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

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument is located at 1 Bank One Plaza,  Suite  IL1-0481,  Chicago,  Illinois
60670-0481,    Attention:   Corporate   Trust,   GMACM   Mortgage   Pass-Through
Certificates, Series 2001-J5.

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

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

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

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

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

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date:  September 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.

        Deceased  Owner: A Certificate  Owner of an Insured  Certificate who was
living at the time such  interest  was acquired  and whose  authorized  personal

                                       11
<PAGE>

representative,  surviving  tenant by the  entirety,  surviving  joint tenant or
surviving  tenant  in  common or other  person  empowered  to act on behalf of a
deceased  Certificate Owner causes to be furnished to the Depository evidence of
death  satisfactory to the Depository  Participant and any tax waivers requested
by the Depository Participant.

        Deficiency  Amount:  With respect to the Insured  Certificates and as of
any  Distribution  Date, an amount equal to (a) any interest  shortfall,  except
Prepayment  Interest  Shortfalls  to the extent  covered by amounts due from the
Servicer  or from funds on deposit in the  Insured  Reserve  Fund and Relief Act
Shortfalls,  allocated to the Insured Certificates, (b) the principal portion of
any Realized Loss allocated to the 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.

        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.

                                       12
<PAGE>

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

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

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

        Discount Net Mortgage Rate:  6.750% per annum.

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

                                       13
<PAGE>

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

        Eligible Funds: On any  Distribution  Date, the portion,  if any, of the
Available  Distribution  Amount  remaining after reduction by the sum of (i) the
aggregate  amount of Accrued  Certificate  Interest on the Senior  Certificates,
(ii) the Senior  Principal  Distribution  Amount  (determined  without regard to
Section  4.02(a)(ii)(Y)(D)  hereof),  (iii) the Class PO Principal  Distribution
Amount (determined without regard to Section  4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued  Certificate  Interest on the Class M, Class B-1 and
Class B-2 Certificates.

        Event of Default:  As defined in Section 7.01.

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

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

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

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

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

                                       14
<PAGE>

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

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

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

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

               2.   by military, naval or air forces; or

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

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

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

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

        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

                                       15
<PAGE>

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.

        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.

                                       16
<PAGE>

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

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

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

        Initial  Subordinate  Class  Percentage:  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: 0.75% Class B-2: 0.25%
                        Class M-3: 0.55% Class B-3: 0.20%

     Insurance  Premium:  With  respect to the MBIA Policy and any  Distribution
Date,  an amount  equal to the  product of  one-twelfth  (1/12) of the  "premium
percentage" set forth in the Commitment Letter,  dated as of September 25, 2001,
between MBIA and Bear, Stearns & Co. Inc. 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:  The Class A-6 Certificates.

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

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

        Insured Reserve Withdrawal:  As defined in Section 4.08.

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

                                       17
<PAGE>

        Interest Accrual Period:  With respect to any  Certificates,  other than
the Variable Rate  Certificates,  and any Distribution  Date, the calendar month
preceding the month in which such Distribution Date occurs.  With respect to the
Variable  Rate  Certificates  and any  Distribution  Date,  the one month period
beginning on the 25th day of the preceding calendar month and ending on the 24th
day of the month in which such Distribution Date occurs.

     Interest Only  Certificates:  Any one of the  Certificates  designated as a
Class A-4 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.

        LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London  interbank  offered rate  quotations for one-month  Eurodollar  deposits,
determined on the preceding  LIBOR Rate  Adjustment Date as set forth in Section
4.11 hereof.

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

        LIBOR Rate Adjustment  Date: With respect to any Interest Accrual Period
for the Variable Rate Certificates,  the second LIBOR Business Day preceding the
commencement of such Interest Accrual Period.

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

     Living Owner: A Certificate  Owner of an Insured  Certificate  other than a
Deceased Owner.

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

        Lockout Certificates:  The Class A-7 Certificates.

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

                                       18
<PAGE>

Distribution Date                               Lockout Distribution Percentage

October 2006 through September 2007                              30%
October 2007 through September 2008                              40%
October 2008 through September 2009                              60%
October 2009 through September 2010                              80%
October 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,  November 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. 36217) issued
by MBIA for the benefit of the Holders of the  Insured  Certificates,  including
any endorsements thereto, attached as Exhibit O.

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

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

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

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

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

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

                                       19
<PAGE>

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

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

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

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

     Mortgage  File:  (I) with  respect  to each  Mortgage  Loan  (other  than a
Cooperative Loan):

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

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

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

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

(v)  Unless the Mortgage Loan is registered  on the  MERS(R)System,  an original
     Assignment  or  Assignments  of the  Mortgage  (which may be  included in a
     blanket  assignment or assignments)  from the Seller to "Bank One, National
     Association,  as Trustee under that certain Pooling and Servicing Agreement
     dated  as  of  September  26,  2001,   for  GMACM   Mortgage   Pass-Through
     Certificates,  Series 2001-J5" 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 " ,

                                       20
<PAGE>

     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, or a copy of the assignment  certified by the applicable recording
     office in which such assignment has been recorded;

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

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

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

and (II) with respect to each Cooperative Loan:

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

                                       21
<PAGE>

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

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

(v)     The Security Agreement;

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

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

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

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

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

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

        Mortgage 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.

                                       22
<PAGE>

        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:

(b)     loan number;

(c)     state code;
(d)     zip code;

(e)     the Loan-to-Value Ratio;

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

(g)     the first Due Date;

(h)     the type of Mortgaged Property;

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

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

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

(l)     the occupancy status;

(m)     the purpose of the Mortgage Loan;

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

(o)     the documentation type; and

(p)        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-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.

                                       23
<PAGE>

        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.

     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-4  Certificates,  an amount equal to the Certificate  Principal Balance of the
Class A-3 Certificates  immediately prior to such date. With respect to any date
of determination and the Class IO Certificates, an amount equal to the aggregate
Stated Principal Balance of the Non-Discount Mortgage Loans immediately prior to
such date.

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

        Opinion of  Counsel:  A written  opinion of  counsel  acceptable  to the
Trustee and the  Servicer,  who may be counsel for the Company or the  Servicer,
provided  that any  opinion of counsel  (i)  referred  to in the  definition  of
"Disqualified  Organization" or (ii) relating to the  qualification of 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

                                       24
<PAGE>

the weighted average,  expressed as a percentage, of the Pool Strip Rates of all
Non-Discount  Mortgage  Loans  as of the Due  Date in the  related  Due  Period,
weighted  on the  basis of the  respective  Stated  Principal  Balances  of such
Mortgage Loans as of the day immediately  preceding such  Distribution Date (or,
with respect to the initial  Distribution  Date, at the close of business on the
Cut-off  Date).  With  respect  to the  Class IO  Certificates  and the  initial
Distribution  Date the  Pass-Through  Rate is equal to 0.43226%  per annum.  The
Class PO Certificates  have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.

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

        Payment Account: The separate account or accounts created and maintained
pursuant  to  Section  4.01,  which  shall  be  entitled  "Bank  One,   National
Association,  as trustee,  in trust for the  registered  holders of  Residential
Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates,  Series
2001-J5" and which must be an Eligible Account.

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

        Percentage Interest: With respect to any Certificate (other than a Class
IO  Certificate  or Class R  Certificate),  the undivided  percentage  ownership
interest in the related Class evidenced by such  Certificate,  which  percentage
ownership interest shall be equal to the Initial  Certificate  Principal Balance
or initial Notional Amount thereof divided by the aggregate Initial  Certificate
Principal Balance or initial Notional Amount of all the Certificates of the same
Class.  With respect to a Class IO  Certificate  or a Class R  Certificate,  the
interest  in  distributions  to be made with  respect  to such  Class  evidenced
thereby,  expressed  as a  percentage,  as  stated  on the  face  of  each  such
Certificate.

        Permitted Investments:  One or more of the following:

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

               (ii) repurchase agreements on obligations specified in clause (i)
        maturing not more than one month from the date of  acquisition  thereof,
        provided  that  the  unsecured  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

                                       25
<PAGE>

        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

               (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 P-1 in the case of Moody's.

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

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

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

                                       26
<PAGE>

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

        Preference Amount:  As defined in the MBIA Policy.

        Prepayment Assumption: A prepayment assumption of 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.

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

               (i) For any Distribution  Date prior to the Distribution  Date in
        October 2006 (unless the  Certificate  Principal  Balances of the Senior
        Certificates (other than the Class PO Certificates) have been reduced to
        zero), 0%.

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

                      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

                                       27
<PAGE>

        provisions  in paragraph  (ii) above,  as if the  Certificate  Principal
        Balance of each Maturing Class had been reduced to zero (such percentage
        as recalculated, the "Recalculated Percentage"); (c) the total amount of
        the  reductions  in  the  Prepayment  Distribution  Percentages  of  the
        Maturing  Class or  Classes  pursuant  to clause  (a) of this  sentence,
        expressed  as an  aggregate  percentage,  shall be  allocated  among the
        Non-Maturing  Classes in  proportion  to their  respective  Recalculated
        Percentages (the portion of such aggregate reduction so allocated to any
        Non-Maturing Class, the "Adjustment  Percentage");  and (d) for purposes
        of such  Distribution  Date, the Prepayment  Distribution  Percentage of
        each Non-Maturing  Class shall be equal to the sum of (1) the Prepayment
        Distribution  Percentage  thereof,  calculated  in  accordance  with the
        provisions  in  paragraph  (ii)  above as if the  Certificate  Principal
        Balance of each  Maturing  Class had not been reduced to zero,  plus (2)
        the related Adjustment Percentage.

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

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

                                       28
<PAGE>

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

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

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

     Qualified  Substitute  Mortgage  Loan: A Mortgage Loan  substituted  by the
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in an 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, (x) with respect to any Qualified
Substitute  Mortgage Loan  substituted  for a Deleted  Mortgage Loan which was a
Discount Mortgage Loan, such Qualified  Substitute Mortgage Loan shall be deemed
to be a  Discount  Mortgage  Loan and to have a Discount  Fraction  equal to the
Discount  Fraction  of the Deleted  Mortgage  Loan and (y) in the event that the
"Pool  Strip  Rate" of any  Qualified  Substitute  Mortgage  Loan as  calculated
pursuant to the  definition  of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan,

                                       29
<PAGE>

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

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

        Random  Lot:  With  respect  to any  Distribution  Date  and each of the
Insured  Certificates,  the method by which the Depository  will determine which
Insured  Certificates  will be paid  pursuant  to  Section  4.10(d),  using  its
established random lot procedures or, if the Insured  Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee's procedures.

        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
               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,

                                       30
<PAGE>

        (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.

        Reference  Bank Rate:  The rates at which  deposits in U.S.  Dollars are
offered  by the  reference  banks  (which  shall be three  major  banks that are
engaged in transactions in the London interbank market,  selected by the Trustee
after  consultation with the Servicer) as of 11:00 A.M., London time, on the day
that is one LIBOR Business Day prior to the immediately  preceding  Distribution
Date to prime banks in the London  interbank market for a period of one month in
amounts  approximately equal to the aggregate  Certificate  Principal Balance of
the Class A-3 Certificates then outstanding.

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

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

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

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

                                       31
<PAGE>

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

        (b)    all payments on and  collections in respect of the Mortgage Loans
               due  after  the  Cut-off  Date  as  shall  be on  deposit  in the
               Custodial  Account or in the Payment Account (but not the Insured
               Reserve Fund) and identified as belonging to the Trust Fund,

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

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

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

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

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

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

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

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

        REMIC II Regular Interest:  Any of the fifteen  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 PO, Class IO, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.

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

                                       32
<PAGE>

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

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

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

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

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

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

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

     Rounding  Account:  With respect to the Insured  Certificates,  the related
account created and maintained pursuant to Section 4.09.

        Rounding  Amount:  With respect to the Rounding  Account,  the amount of
funds,  if any,  needed  to be  withdrawn  and used to round  the  amount of any
distributions in reduction of the Certificate  Principal  Balance of the Insured
Certificates upward to the next higher integral multiple of $1,000.

        Scheduled Final Distribution Date:  November 25, 2031.

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

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

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

                                       33
<PAGE>

     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)
        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

                                       34
<PAGE>

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

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

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

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

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

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

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

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

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

        Servicing Fee Rate:  0.25% per annum.

                                       35
<PAGE>

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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$3,000,000  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
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

                                       36
<PAGE>

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

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

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

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

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

     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.

                                       37
<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.

        Telerate  Screen Page 3750:  The display  designated as page 3750 on the
Telerate  Service (or such other page as may replace  page 3750 on that  service
for the purpose of displaying London interbank offered rates of major banks).

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

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

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

        Trust Fund:  The segregated pool of assets consisting of:

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

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

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

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

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

                                       38
<PAGE>

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

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

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

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

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

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

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

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

                                       39
<PAGE>

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.

     Variable  Rate  Certificates:  The  Class  A-3  Certificates  and Class A-4
Certificates.

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

Section 1.02...Use of Words and Phrases.

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01...Conveyance of Mortgage Loans.

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

(b) In connection with such assignment,  the Company does hereby deliver to, and
deposit with, the Trustee,  or to and with one or more  Custodians,  as the duly
appointed agent or agents of the Trustee for such purpose, the original Mortgage
Note, with respect to each Mortgage Loan so assigned,  endorsed without recourse
in blank, or in the name of the Trustee as trustee,  and signed by an authorized
officer  (which  endorsement  shall  contain  either an original  signature or a
facsimile  signature of an authorized  officer of 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]."

        In lieu of delivering  the Mortgage Note relating to any Mortgage  Loan,
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

                                       40
<PAGE>

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.

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

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

(d) If any of the  documents  held by the Servicer  pursuant to clause (c) above
are  missing or  defective  in any other  respect and such  missing  document or
defect materially and adversely affects the interests of the  Certificateholders
in the related  Mortgage Loan, the Servicer shall request that the Seller either
(i) cure such defect in all material respects, (ii) substitute for such Mortgage
Loan  a  Qualified   Substitute  Mortgage  Loan,  which  substitution  shall  be
accomplished  in the manner and subject to the  conditions  set forth in Section
2.04,  or (iii)  purchase such Mortgage Loan from the Trust Fund at the Purchase
Price  within 90 days after the date on which 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.  If the Seller fails to comply with such request by
the Servicer,  the Servicer shall notify the Trustee of such missing document or
material  defect and the  Trustee  shall  cause the Seller to comply with clause
(i), (ii) or (iii) of the preceding  sentence.  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
material defect or omission  available to  Certificateholders  or the Trustee on
behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan
shall be deposited or caused to be deposited  upon receipt by the Trustee in the
Payment Account, or upon receipt by the Servicer in the Custodial Account.  Upon
receipt by the  Trustee  of written  notification  of such  deposit  signed by a
Servicing Officer,  the Trustee shall (i) release or cause to be released to the
Seller the  related  Mortgage  Note,  (ii) cause the  Servicer to release to the
Seller any  remaining  documents in the related  Mortgage File which are held by
the  Servicer,  and (iii)  execute and deliver such  instruments  of transfer or

                                       41
<PAGE>

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 Note.

(e) The Servicer shall keep in its  possession (a) from time to time  additional
original  documents  evidencing an assumption or modification of a Mortgage Loan
and (b) any other documents required to be held by the Servicer.

        Except  as may  otherwise  expressly  be  provided  herein,  none of the
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  Servicer  shall  cause  to be  filed  the  UCC  assignment  and UCC
financing  statement referred to in clause (II)(vii) and (x),  respectively,  of
the  definition  of Mortgage  File.  If any UCC  assignment  or amendment or UCC
financing statement, as applicable,  is lost or returned unfiled to the Servicer
because of any defect  therein,  the Servicer  shall  prepare a  substitute  UCC
assignment or amendment or UCC financing statement, as applicable,  or cure such
defect,  and cause such UCC assignment or amendment or UCC financing  statement,
as applicable, to be filed in accordance with this paragraph. In connection with
its servicing of  Cooperative  Loans,  the Servicer will use its best efforts to
file timely continuation  statements with regard to each financing statement and
assignment  relating to  Cooperative  Loans as to which the related  Cooperative
Apartment is located outside of the State of New York.

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

(f) It is  intended  that the  conveyance  by the  Company to the Trustee of the
Mortgage  Loans as provided  for in this  Section 2.01 be construed as a sale by
the  Company  to the  Trustee  of the  Mortgage  Loans  for the  benefit  of the
Certificateholders.  Further,  it is not intended that such conveyance be deemed
to be a grant of a security interest in the Mortgage Loans by the Company to the
Trustee to secure a debt or other  obligation  of the Company.  However,  if the
Mortgage  Loans  are held to be  property  of the  Company  or of 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 be and hereby is a security  agreement within the meaning of Article 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

                                       42
<PAGE>

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

        The Company and, at the Company's  direction,  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 the Mortgage Loans,
as evidenced  by an Officer's  Certificate  of the  Company,  including  without
limitation (x) continuation statements,  and (y) such other statements as may be
occasioned by (1) any change of name of 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
type or jurisdiction of organization 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 the Mortgage Loans.

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<PAGE>

Section 2.02...Acceptance by Trustee.

        The Trustee  acknowledges  that the  Custodian,  acting on behalf of the
Trustee,  has  received  (subject  to any  exceptions  noted  in  the  custodian
certification described below), the Mortgage Notes and the Trustee declares that
it holds or will hold the assets  included in the definition of "Trust Fund," in
trust  for  the   exclusive   use  and   benefit  of  all   present  and  future
Certificateholders.

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

        If, in the process of reviewing  the Mortgage  Notes and  preparing  the
certifications  referred to above,  the Custodian  finds any Mortgage Note to be
missing or  contains  any defect  which  materially  and  adversely  affects the
interests of the  Certificateholders in the related Mortgage Loan, the Custodian
is required pursuant to the Custodial  Agreement,  to notify the Trustee,  MBIA,
the Company and the Seller,  and the Trustee  shall request that the Seller cure
any such defect in all material  respects  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 Mortgage Note
exists shall  constitute  the sole remedy  respecting  such  material  defect or
omission   available  to   Certificateholders   or  the  Trustee  on  behalf  of
Certificateholders.  The Purchase Price for the purchased Mortgage Loan shall be
deposited or caused to be  deposited  upon receipt by the Trustee in the Payment
Account, or upon receipt by the Servicer in the Custodial Account.  Upon receipt
by the Trustee of written  notification  of such  deposit  signed by a Servicing
Officer, the Trustee shall (i) release or cause to be released to the Seller the
related  Mortgage  Note,  (ii) cause the  Servicer  to release to the Seller any
remaining documents in the related Mortgage File which are held by the Servicer,
and (iii) execute and deliver such  instruments  of transfer or  assignment,  in
each case without recourse,  as 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 Note.

                                       44
<PAGE>

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;

(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

                                       45
<PAGE>

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

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

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

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

                                       46
<PAGE>

amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the amended Schedule of Discount Fractions,  to the Trustee. Upon
such  substitution,  the  Qualified  Substitute  Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects,  the Seller shall be deemed to have made the  representations  and
warranties with respect to the Qualified  Substitute  Mortgage Loan contained in
the Purchase Agreement as of the date of substitution.

        In connection with the substitution of one or more Qualified  Substitute
Mortgage  Loans  for one or more  Deleted  Mortgage  Loans,  the  Servicer  will
determine  the amount (if any) by which the aggregate  principal  balance of all
such Qualified  Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated  Principal  Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due  in  the  month  of   substitution   that  are  to  be  distributed  to  the
Certificateholders in the month of substitution). The Servicer shall deposit the
amount of such shortfall  received for the Seller into the Custodial  Account on
the day of  substitution.  The  Servicer  shall  give  notice in  writing to the
Trustee  of such  event,  which  notice  shall be  accompanied  by an  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

                                       47
<PAGE>

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

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

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01...Servicer to Act as Servicer.

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

                                       48
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assignment of the related  Mortgages to the Trustee,  then any related  expenses
shall be reimbursable to the Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a),  the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed,  temporary
or final  regulations  promulgated  thereunder  (other than in connection with a
proposed  conveyance  or  assumption  of such Mortgage Loan that is treated as a
Principal  Prepayment  in Full  pursuant  to Section  3.13(d)  hereof) and cause
either REMIC formed under this Agreement to fail to qualify as a REMIC under the
Code.  Upon  request,  the Trustee shall furnish the Servicer with any powers of
attorney and other documents  necessary or appropriate to enable the Servicer to
service and administer the Mortgage  Loans.  The Trustee shall not be liable for
any action taken by the Servicer or any  Subservicer  pursuant to such powers of
attorney. In connection with servicing and administering the Mortgage Loans, the
Servicer and any  Affiliate of the  Servicer  (i) may perform  services  such as
appraisals and brokerage services that are not customarily provided by servicers
of mortgage loans, and shall be entitled to reasonable  compensation therefor in
accordance  with Section 3.10 and (ii) may, at its own  discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.

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

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

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

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related  Mortgage Loan or enter into a  Subservicing  Agreement with a successor
Subservicer  which  will be  bound  by the  terms  of the  related  Subservicing
Agreement.

Section 3.04...Liability of the Servicer.

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

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

        Any  Subservicing  Agreement  that may be  entered  into  and any  other
transactions or services  relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an  originator  shall be deemed to be between
the   Subservicer   and   the   Servicer   alone   and  the   Trustee   and  the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights,  obligations,  duties or liabilities  with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06.

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

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<PAGE>

procedures as it would employ in its good faith business  judgment and which are
normal and usual in its general mortgage servicing  activities.  Consistent with
the  foregoing,  the Servicer may in its  discretion  (i) waive any late payment
charge or any  prepayment  charge or penalty  interest  in  connection  with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Note for a period not greater than 180 days;  provided,  however,  that
the Servicer  shall first  determine  that any such waiver or extension will not
impair the  coverage  of any  related  Primary  Insurance  Policy or  materially
adversely  affect  the lien of the  related  Mortgage.  In the event of any such
arrangement,  the Servicer  shall make timely  advances on the related  Mortgage
Loan during the scheduled period in accordance with the amortization schedule of
such Mortgage Loan without  modification  thereof by reason of such arrangements
unless  otherwise  agreed  to by the  Holders  of the  Classes  of  Certificates
affected thereby; provided, however, that no such extension shall be made if any
such advance would be a  Nonrecoverable  Advance.  Consistent  with the terms of
this  Agreement,  the  Servicer  may also waive,  modify or vary any term of any
Mortgage Loan or consent to the postponement of strict  compliance with any such
term or in any manner grant  indulgence  to any  Mortgagor if in the  Servicer's
determination  such waiver,  modification,  postponement  or  indulgence  is not
materially  adverse to the  interests  of the  Certificateholders  (taking  into
account any  estimated  Realized  Loss that might  result  absent such  action);
provided,  however,  that the Servicer may not modify  materially  or permit any
Subservicer  to modify any  Mortgage  Loan,  including  without  limitation  any
modification  that would  change the Mortgage  Rate,  forgive the payment of any
principal or interest  (unless in connection with the liquidation of the related
Mortgage Loan or except in connection  with  prepayments to the extent that such
reamortization  is not  inconsistent  with the terms of the Mortgage  Loan),  or
extend the final maturity date of such Mortgage Loan,  unless such Mortgage Loan
is in default or, in the judgment of the  Servicer,  such default is  reasonably
foreseeable;  and provided,  further, that no such modification shall reduce the
interest  rate on a  Mortgage  Loan below the sum of the Pool Strip Rate and the
Servicing Fee Rate. In connection  with any  Curtailment of a Mortgage Loan, the
Servicer, to the extent not inconsistent with the terms of the Mortgage Note and
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-J5."  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.

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<PAGE>

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

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

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

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

(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.

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<PAGE>

(c) The Servicer shall use its best efforts to cause the institution maintaining
the Custodial Account to invest the funds in the Custodial Account  attributable
to the Mortgage Loans in Permitted Investments which shall mature not later than
the Payment  Account  Deposit Date next  following  the date of such  investment
(with the exception of the Amount Held for Future  Distribution) and which shall
not be sold or  disposed  of prior  to their  maturities.  All  income  and gain
realized  from any such  investment  shall be for the benefit of the Servicer as
additional  servicing  compensation  and shall be subject to its  withdrawal  or
order from time to time.  The amount of any  losses  incurred  in respect of any
such  investments  attributable  to the  investment of amounts in respect of the
Mortgage  Loans shall be deposited in the Custodial  Account by the Servicer out
of its own funds immediately as realized without any right of reimbursement.

Section 3.08...Subservicing Accounts; Servicing Accounts.

(a) In those cases where a Subservicer  is servicing a Mortgage Loan pursuant to
a Subservicing Agreement, the Servicer shall cause the Subservicer,  pursuant to
the Subservicing  Agreement,  to establish and maintain one or more Subservicing
Accounts  which  shall be an  Eligible  Account  or, if such  account  is not an
Eligible  Account,  shall be acceptable to the Servicer and each Rating  Agency.
The  Subservicer  will be  required  thereby  to deposit  into the  Subservicing
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-J5."  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,

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<PAGE>

pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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

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

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<PAGE>

     (or Modified Net Mortgage Rate in the case of a Modified  Mortgage Loan) on
     the amount specified in the  amortization  schedule of the related Mortgage
     Loan as the  principal  balance  thereof  at the  beginning  of the  period
     respecting which such interest was paid after giving effect to any previous
     Curtailments;

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

(v)  to pay to itself  as  additional  servicing  compensation  any  Foreclosure
     Profits,  and  any  amounts  remitted  by  Subservicers  or  received  from
     Mortgagors as interest in respect of Curtailments;

(vi) to pay the 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


                                       55
<PAGE>

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

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

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


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maintained a flood  insurance  policy  meeting the  requirements  of the current
guidelines of the Federal Insurance  Administration with a generally  acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the  outstanding  principal  balance of the Mortgage Loan,  (ii) the maximum
insurable  value of the  improvements  securing  such Mortgage Loan or (iii) the
maximum  amount  of  insurance  which is  available  under  the  Flood  Disaster
Protection Act of 1973, as amended;  or (ii) 100 percent of the insurable  value
of the improvements.  The Servicer shall also cause to be maintained on property
acquired upon foreclosure,  or deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative  Loan),  fire insurance  with extended  coverage in an
amount  which  is  at  least  equal  to  the  maximum  insurable  value  of  the
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.

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(b) The  Servicer  shall obtain and maintain at its own expense and keep in full
force and effect  throughout the term of this Agreement a blanket  fidelity bond
and an errors and omissions  insurance  policy covering the Servicer's  officers
and employees  and other persons  acting on behalf of the Servicer in connection
with its  activities  under  this  Agreement.  The  amount  of  coverage,  taken
together,  shall be at least  equal to the  coverage  that would be  required by
Fannie Mae or Freddie Mac,  with  respect to the  Servicer if the Servicer  were
servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In
the event  that any such bond or policy  ceases to be in  effect,  the  Servicer
shall obtain a comparable  replacement bond or policy from an issuer or insurer,
as the case may be, meeting the requirements set forth above.

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

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normal and usual in its general mortgage servicing activities, as shall meet the
requirements of the Insurer under any Required Insurance Policy, and as shall be
consistent  with the  provisions  of this  Agreement.  With  respect  to any REO
Property,  the  deed or  certificate  of sale  shall be taken in the name of the
Trustee for the benefit of the Certificateholders,  or its nominee, on behalf of
the Certificateholders.  The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual capacity.
The Servicer  shall ensure that the title to such REO Property  references  this
Agreement and the Trustee's capacity thereunder.  The Servicer,  however,  shall
not be required to expend its own funds or incur other  reimbursable  charges in
connection  with  any  foreclosure,   or  attempted  foreclosure  which  is  not
completed,  or towards the restoration of any property unless it shall determine
(i) that such  restoration  and/or  foreclosure  will  increase  the proceeds of
liquidation  of the  Mortgage  Loan to  Holders of  Certificates  of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses or charges will be recoverable to it through Liquidation Proceeds,
Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for
purposes of  withdrawals  from the Custodial  Account  pursuant to Section 3.10,
whether or not such expenses and charges are actually  recoverable  from related
Liquidation Proceeds,  Insurance Proceeds or REO Proceeds). In the event of such
a determination by the Servicer  pursuant to this Section 3.14(a),  the Servicer
shall be entitled to  reimbursement of such amounts pursuant to Section 3.10. If
the  Servicer  has  knowledge  that a Mortgaged  Property  which the Servicer is
contemplating  acquiring in  foreclosure  or by deed in lieu of  foreclosure  is
located within a one (1) mile radius of any site listed in the Expenditure  Plan
for the  Hazardous  Substance  Clean  Up Bond  Act of 1984 or  other  site  with
environmental or hazardous waste risks known to the Servicer, the Servicer will,
prior to acquiring  the  Mortgaged  Property,  consider such risks and only take
action in accordance with its established environmental review procedures.

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

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

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or the amount of any Realized Loss,  the Servicer may take into account  minimal
amounts  of  additional  receipts  expected  to be  received  or  any  estimated
additional  liquidation  expenses expected to be incurred in connection with the
related defaulted Mortgage Loan or REO Property.

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

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

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

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

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

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

(b) From time to time as is appropriate  for the servicing or foreclosure of any
Mortgage  Loan,  the  Servicer  shall  deliver  a  Request  for  Release  to the
Custodian,  if any,  or the  Trustee  (if it holds the  related  Mortgage  Note)
requesting  that possession of the Mortgage Note be released to the Servicer and
certifying  as to the reason for such  release  and that such  release  will not
invalidate any insurance coverage provided in respect of the Mortgage Loan under
any Required Insurance Policy. Upon receipt of the foregoing, the Trustee (if it

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holds the related  Mortgage  Note) or the  Custodian  shall deliver the Mortgage
Note to the Servicer. The Servicer shall cause each Mortgage Note so released to
be returned to the Trustee,  or the  Custodian as agent for the Trustee when the
need therefor by the Servicer no longer exists, unless (i) the Mortgage Loan has
been liquidated and the Liquidation  Proceeds relating to the Mortgage Loan have
been  deposited  in the  Custodial  Account or (ii) the  Mortgage  Note has been
delivered  directly  or through a  Subservicer  to an  attorney,  or to a public
trustee or other public  official as required by law, for purposes of initiating
or  pursuing  legal  action  or other  proceedings  for the  foreclosure  of the
Mortgaged  Property either  judicially or  non-judicially,  and the Servicer has
delivered  directly or through a Subservicer  to the Trustee and the Custodian a
certificate of a Servicing Officer  certifying as to the name and address of the
Person to which such  Mortgage Note was delivered and the purpose or purposes of
such  delivery.  In the event of the  liquidation of any such Mortgage Loan, the
Custodian,  if any, or the Trustee  shall  deliver the Request for Release  with
respect thereto to the Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.

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

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

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

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clauses  (iii),  (iv),  (v) and (vi) of Section  3.10(a),  subject to clause (e)
below. The amount of servicing  compensation  provided for in such clauses shall
be accounted for on a Mortgage  Loan-by-Mortgage  Loan basis.  In the event that
Liquidation  Proceeds,  Insurance  Proceeds  and REO  Proceeds  (net of  amounts
reimbursable  therefrom  pursuant to Section  3.10(a)(ii))  in respect of a Cash
Liquidation  or REO  Disposition  exceed  the unpaid  principal  balance of such
Mortgage  Loan plus  unpaid  interest  accrued  thereon  (including  REO Imputed
Interest)  at a per annum rate equal to the  related Net  Mortgage  Rate (or the
Modified  Net  Mortgage  Rate in the  case of a  Modified  Mortgage  Loan),  the
Servicer  shall be entitled to retain  therefrom and to pay to itself and/or the
related   Subservicer,   any  Foreclosure  Profits  and  any  Servicing  Fee  or
Subservicing Fee considered to be accrued but unpaid.

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

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

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

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

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

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

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with the Commission.  The Trustee shall have no responsibility to file any items
other than those specified in this section.

Section 3.18...Annual Statement as to Compliance.

        The Servicer  shall  deliver to the Seller,  the Trustee,  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

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

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01...Payment Account.

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

(b) The Trustee may invest,  or cause the  institution  maintaining  the Payment
Account to  invest,  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.

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Section 4.02...Distributions.

(a) On each  Distribution Date (x) the Trustee or (y) the Paying Agent appointed
by the Trustee, shall distribute first to MBIA the Insurance Premium,  second to
the Trustee,  payment for any servicing  transfer  expenses  reimbursable to the
Trustee pursuant to Section  7.02(a),  and that have not been paid or reimbursed
to the  Trustee  by the  Servicer,  third  to the  Servicer,  in the  case  of a
distribution  pursuant to Section  4.02(a)(iii) below, the amount required to be
distributed  to the Servicer or a Subservicer  pursuant to Section  4.02(a)(iii)
below,  and  fourth to each  Certificateholder  of record on the next  preceding
Record  Date  (other  than as  provided  in Section  9.01  respecting  the final
distribution)  either  in  immediately  available  funds  (by wire  transfer  or
otherwise)  to the account of such  Certificateholder  at a bank or other entity
having  appropriate  facilities  therefor,  if  such  Certificateholder  has  so
notified  the  Trustee  or the  Paying  Agent,  as the case may be,  or, if such
Certificateholder  has not so notified  the  Trustee or the Paying  Agent by the
Record Date,  by check mailed to such  Certificateholder  at the address of such
Holder  appearing in the  Certificate  Register such  Certificateholder's  share
(which share with respect to each Class of  Certificates,  shall be based on the
aggregate  of  the  Percentage  Interests  represented  by  Certificates  of the
applicable  Class held by such Holder  (except as otherwise  provided in Section
4.10  hereof) of the  following  amounts,  in the  following  order of  priority
(subject to the provisions of Section 4.02(b) below), in each case to the extent
of the Available Distribution Amount:

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

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

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

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

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

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<PAGE>

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

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

     (B)  with respect to each Mortgage Loan for which a Cash  Liquidation  or a
          REO Disposition  occurred during the preceding  calendar month (or was
          deemed to have occurred  during such period in accordance with Section
          3.07(b))  and did not  result in any  Excess  Special  Hazard  Losses,
          Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
          an amount  equal to the lesser of (a) the Senior  Percentage  for such
          Distribution  Date times the Stated Principal Balance of such Mortgage
          Loan  (other  than  the  related  Discount  Fraction  of  such  Stated
          Principal  Balance,  with respect to each Discount  Mortgage Loan) and
          (b)  the  Senior   Accelerated   Distribution   Percentage   for  such
          Distribution Date times the related unscheduled collections (including
          without limitation  Insurance Proceeds,  Liquidation  Proceeds and REO
          Proceeds)  to the extent  applied by the  Servicer  as  recoveries  of
          principal of the related  Mortgage  Loan  pursuant to Section 3.14 (in
          each case other than the portion of such unscheduled collections, with
          respect   to  a   Discount   Mortgage   Loan,   included   in  Section
          4.02(b)(i)(C));

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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(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 shall be distributable only
to the extent that such unpaid Accrued Certificate  Interest was attributable to
interest shortfalls relating to the failure of the Servicer to make any required
Advance, or the determination by the Servicer that any proposed Advance would be
a  Nonrecoverable  Advance with respect to the related  Mortgage Loan where such
Mortgage  Loan  has  not yet  been  the  subject  of a Cash  Liquidation  or REO
Disposition.

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

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

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

     (B)  the  related  Discount  Fraction  of  the  principal  portion  of  all
          unscheduled collections on each Discount Mortgage Loan received during
          the preceding calendar month or, in the case of Principal  Prepayments

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

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

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

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

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

(iii)the balance of the Senior  Principal  Distribution  Amount  remaining after
     the  distributions,  if any,  described  in  clause  (ii)  above  shall  be
     distributed  to the Lockout  Certificates  in reduction of the  Certificate
     Principal Balances thereof, in an amount equal to 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,   other  than  the  Class  PO
     Certificates,  of the  aggregate  of the  collections  described  in clause
     (ii)(Y),  (A), (B), (C) and (E) of Section 4.02(a)  without  application of
     the Senior Percentage and Senior Accelerated Distribution Percentage;

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

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     Balance thereof relative to the aggregate  Certificate Principal Balance of
     the Senior  Certificates  (other than the Class PO  Certificates))  of such
     difference;

(iv)           for each  Distribution  Date on or after  October 2004, an amount
               equal to the balance of the Senior Principal  Distribution Amount
               remaining after the  distributions,  if any, described in clauses
               (ii) and (iii) above,  plus amounts  withdrawn  from the Rounding
               Account   pursuant  to  Section   4.09,   and  an  amount  up  to
               $15,000,000,  shall be distributed  to the Insured  Certificates,
               until the Certificate  Principal Balance thereof has been reduced
               to zero;

(v)            an  amount   equal  to  the  balance  of  the  Senior   Principal
               Distribution  Amount remaining after the  distributions,  if any,
               described  in  clauses   (ii)   through  (iv)  above,   shall  be
               distributed   to  the  Class   A-1,   Class  A-2  and  Class  A-3
               Certificates,  pro  rata  in  accordance  with  their  respective
               Certificate  Principal Balances,  until the Certificate Principal
               Balances thereof have been reduced to zero;

(vi)           an  amount   equal  to  the  balance  of  the  Senior   Principal
               Distribution  Amount remaining after the  distributions,  if any,
               described in clauses (ii) through (v) above shall be  distributed
               sequentially,  to the Class A-5 and  Class A-6  Certificates,  in
               that order, in each case until the Certificate  Principal Balance
               thereof has been reduced to zero; and

(vii)          an  amount   equal  to  the  balance  of  the  Senior   Principal
               Distribution  Amount remaining after the  distributions,  if any,
               described in clauses (ii) through (vi) above will be  distributed
               to the  Lockout  Certificates,  until the  Certificate  Principal
               Balance thereof has been reduced to zero.

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

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

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

(e) In addition to the  foregoing  distributions,  with  respect to any Mortgage
Loan that was previously the subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that within two years of the date
on which  such  Realized  Loss was  determined  to have  occurred  the  Servicer

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

(f) Each distribution with respect to a Book-Entry  Certificate shall be paid to
the  Depository,   as  Holder  thereof,  and  the  Depository  shall  be  solely
responsible for crediting the amount of such distribution to the accounts of its
Depository   Participants  in  accordance  with  its  normal  procedures.   Each
Depository  Participant shall be responsible for disbursing such distribution to
the  Certificate  Owners that it represents  and to each indirect  participating
brokerage firm (a "brokerage  firm") for which it acts as agent.  Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it
represents.  The Trustee and the Depository  shall be responsible for allocation
of the  aggregate  amount  of  distributions  in  reduction  of the  Certificate
Principal Balance of the Insured Certificates as set forth in Section 4.10. None
of the Trustee,  the  Certificate  Registrar,  the Company or the Servicer shall
have  any  responsibility  for  the  allocation  of  such  distributions   among
Depository Participants, brokerage firms and Certificate Owners.

(g) Except as otherwise  provided in Section 9.01,  if the Servicer  anticipates
that a final  distribution  with respect to any Class of  Certificates  shall be
made on the next  Distribution  Date,  the  Servicer  shall,  no later  than the
Determination Date in the month of such final  distribution,  notify the Trustee
and the Trustee shall, no later than two (2) Business Days after receipt of such

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notices or such  Determination  Date,  mail on such date to each  Holder of such
Class of  Certificates a notice to the effect that: (i) the Trustee  anticipates
that the final  distribution with respect to such Class of Certificates shall be
made on such  Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
related Interest Accrual Period. In the event that  Certificateholders  required
to surrender  their  Certificates  pursuant to Section  9.01(c) do not surrender
their  Certificates  for final  cancellation,  the  Trustee  shall  cause  funds
distributable with respect to such Certificates to be withdrawn from the Payment
Account  and  credited  to a separate  escrow  account  for the  benefit of such
Certificateholders as provided in Section 9.01(d).

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

Section 4.03...Statements to Certificateholders.

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

        The  Trustee's   internet   website   shall   initially  be  located  at
"www.abs.bankone.com."  Assistance  in using  the  website  can be  obtained  by
calling the Trustee's customer service desk at (800) 524-9472.  Parties that are
unable to use the website  are  entitled to have a paper copy mailed to them via
first class mail by calling the customer  service desk and indicating  such. The
Trustee shall have the right to change the way Distribution  Date statements are
distributed  in order to make such  distribution  more  convenient  and/or  more
accessible  to the above  parties,  provided  that such  procedures  are no less

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<PAGE>

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.

(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

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Custodial  Account and  deposit in the  Payment  Account all or a portion of the
Amount Held for Future  Distribution in discharge of any such Advance,  or (iii)
make advances in the form of any  combination  of (i) and (ii)  aggregating  the
amount of such Advance.  Any portion of the Amount Held for Future  Distribution
so used shall be replaced by the  Servicer by deposit in the Payment  Account on
or before 11:00 A.M. New York time on any future Payment Account Deposit Date to
the extent that funds  attributable  to the Mortgage Loans that are available in
the Custodial Account for deposit in the Payment Account on such Payment Account
Deposit Date shall be less than  payments to  Certificateholders  required to be
made on the following  Distribution  Date. The Servicer shall be entitled to use
any Advance made by a Subservicer as described in Section  3.07(b) that has been
deposited in the Custodial  Account on or before such  Distribution Date as part
of the Advance made by the Servicer pursuant to this Section 4.04. The amount of
any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances
on any Distribution Date shall be allocated to specific Monthly Payments due but
delinquent  for previous Due Periods,  which  allocation  shall be made,  to the
extent  practicable,  to Monthly  Payments  which have been  delinquent  for the
longest  period of time.  Such  allocations  shall be conclusive for purposes of
reimbursement to the Servicer from recoveries on related Mortgage Loans pursuant
to Section 3.10.

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

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

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

Section 4.05...Allocation of Realized Losses.

        Prior to each Distribution  Date, the Servicer shall determine the total
amount of Realized  Losses,  if any, that  resulted  from any Cash  Liquidation,
Servicing  Modification,  Debt  Service  Reduction,  Deficient  Valuation or REO
Disposition  that  occurred  during the calendar  month  preceding  the month of
distribution  or, in the case of a Servicing  Modification  that  constitutes  a
reduction of the interest rate on a Mortgage  Loan,  the amount of the reduction

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in the  interest  portion of the  Monthly  Payment  due during the  related  Due
Period.  The amount of each  Realized  Loss shall be  evidenced  by an Officer's
Certificate.  All Realized  Losses,  other than Excess  Special  Hazard  Losses,
Extraordinary  Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal  Balance  thereof has been reduced to zero;  second,  to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;  third,  to the Class B-1  Certificates  until the  Certificate  Principal
Balance thereof has been reduced to zero;  fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates  until the Certificate  Principal  Balance thereof
has been  reduced  to zero;  sixth,  to the  Class  M-1  Certificates  until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such  Realized  Losses are on a Discount  Mortgage  Loan, to the Class PO
Certificates  in an  amount  equal to the  Discount  Fraction  of the  principal
portion  thereof,  and the  remainder  of such  Realized  Losses on the Discount
Mortgage  Loans and the entire  amount of such Realized  Losses on  Non-Discount
Mortgage Loans shall be allocated among all the Senior  Certificates (other than
the  Class PO  Certificates)  on a pro  rata  basis,  as  described  below.  The
principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and  Extraordinary  Losses on the  Discount  Mortgage  Loans
shall be  allocated  to the  Class PO  Certificates  in an  amount  equal to the
Discount  Fraction  thereof and the  remainder  of such  Realized  Losses on the
Discount  Mortgage  Loans  and the  entire  amount  of such  Realized  Losses on
Non-Discount  Mortgage  Loans will be  allocated  among the Senior  Certificates
(other than the Class PO Certificates)  and Subordinate  Certificates,  on a pro
rata basis, as described below.

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

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

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information returns relating to cancellation of indebtedness income with respect
to  any  Mortgaged  Property  required  by  Sections  6050H,  6050J  and  6050P,
respectively,  of  the  Code.  Such  reports  shall  be in  form  and  substance
sufficient to meet the reporting  requirements  imposed by Sections 6050H, 6050J
and 6050P of the Code.

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

        As to any  Mortgage  Loan which is  delinquent  in payment by 90 days or
more,  the Servicer may, upon the written  request of and with funds provided by
the Junior  Certificateholder,  purchase  such Mortgage Loan from the Trustee at
the Purchase Price therefor.  If at any time the Servicer makes a payment to the
Payment  Account  covering the amount of the Purchase  Price for such a Mortgage
Loan,  and the  Servicer  provides  to the Trustee a  certification  signed by a
Servicing  Officer stating that the amount of such payment has been deposited in
the Payment  Account,  then the Trustee  shall  execute the  assignment  of such
Mortgage  Loan at the  request of the  Servicer  without  recourse to the Junior
Certificateholder,  which shall  succeed to all the Trustee's  right,  title and
interest in and to such Mortgage Loan,  and all security and documents  relative
thereto.  Such assignment shall be an assignment  outright and not for security.
The Junior  Certificateholder  shall  thereupon own such Mortgage,  and all such
security and  documents,  free of any further  obligation  to the Trustee or the
Certificateholders with respect thereto.

Section 4.08...Insured Reserve Fund.

        No later than the Closing Date, the Trustee shall establish and maintain
with itself one or more  segregated  trust accounts that are Eligible  Accounts,
which shall be titled "Insured Reserve Fund, Bank One, National Association,  as
trustee for the registered holders of Residential Asset Mortgage Products, Inc.,
GMACM Mortgage Pass-Through Certificates, Series 2001-J5, Insured Certificates."
On the Closing Date, Bear, Stearns & Co. Inc. (the "Underwriter")  shall deposit
with the Trustee,  and the Trustee shall deposit into the Insured  Reserve Fund,
cash in an amount equal to $5,000.00.

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

        For federal income tax purposes,  the Underwriter  shall be the owner of
the Insured Reserve Fund and shall report all items of income,  deduction,  gain
or loss arising therefrom.  Notwithstanding anything herein to the contrary, the
Insured Reserve Fund shall not be an asset of either REMIC.  The Insured Reserve
Fund  shall  be  invested  in  Permitted  Investments  at the  direction  of the
Underwriter.  All income and gain realized from investment of funds deposited in
the Insured  Reserve Fund shall be deposited in the Insured Reserve Fund for the
sole use and exclusive  benefit of the Insured  Reserve Fund.  The amount of any

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loss  incurred  in respect of any such  investments  shall be  deposited  in the
Insured  Reserve Fund by the  Underwriter  out of its own funds  immediately  as
realized without any right of reimbursement.  The balance,  if any, remaining in
the  Insured  Reserve  Fund on the  Distribution  Date on which the  Certificate
Principal  Balance of the Insured  Certificates  is reduced to zero or the Trust
Fund is terminated, whichever occurs earlier, will be distributed by the Trustee
to the  Underwriter.  To the extent that the Insured Reserve Fund  constitutes a
reserve fund for federal income tax purposes, (1) it shall be an outside reserve
fund  and not an  asset  of  either  REMIC  and (2) it  shall  be  owned  by the
Underwriter,  all within the  meaning of  Section  1.860G-2(h)  of the  Treasury
Regulations.

Section 4.09...Rounding Account.

        No later than the Closing Date, the Trustee shall establish and maintain
with itself a segregated trust account that is an Eligible Account,  which shall
be titled "Rounding Account, Bank One, National Association,  as trustee for the
registered holders of Residential Asset Mortgage Products,  Inc., GMACM Mortgage
Pass-Through Certificates,  Series 2001-J5, Class A-6." On the Closing Date, the
Underwriter  shall deposit with the Trustee,  and the Trustee shall deposit into
the Rounding Account, cash in an amount equal to $999.99.

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

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

Section 4.10...Principal Distributions on the Insured Certificates.

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

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

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

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

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

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

        Distributions in reduction of the Certificate  Principal  Balance of the
Insured  Certificates will be applied in an amount equal to the Senior Principal
Distribution  Amount allocable to such Class pursuant to Section  4.02(b),  plus
any amounts available for distribution from the Rounding Account  established as
provided in Section 4.09, provided that the aggregate  distribution in reduction
of  the  Certificate  Principal  Balance  of  the  Insured  Certificates  on any
Distribution Date shall be made in an integral multiple of $1,000.

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

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

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

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

        The Depository  shall maintain a list of those  Depository  Participants
representing the appropriate  Certificate  Owners of Insured  Certificates  that
have  submitted  requests for  distributions  in  reduction  of the  Certificate
Principal  Balance of Insured  Certificates,  together with the order of receipt
and the  amounts  of such  requests  on the  Depository's  participant  terminal
system.  The Depository  will honor requests for  distributions  in the order of

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their receipt  (subject to the priorities  described in Section  4.10(a) above).
The Trustee shall notify the Depository as to which  requests  should be honored
on  each   Distribution  Date  at  least  three  Business  Days  prior  to  such
Distribution  Date based on the  report  received  by the  Trustee  pursuant  to
Section  4.04 and shall  notify  the  Depository  as to the amount of the Senior
Principal  Distribution amount to be distributed to the Insured  Certificates by
Random  Lot  pursuant  to  Section  4.10(d).  Requests  shall be  honored by the
Depository in accordance with the procedures,  and subject to the priorities and
limitations, described in this Section 4.10. The exact procedures to be followed
by the Trustee and the Depository for purposes of  determining  such  priorities
and limitations  will be those  established  from time to time by the Trustee or
the  Depository,  as the case  may be.  The  decisions  of the  Trustee  and the
Depository  concerning  such  matters  will be final and binding on all affected
persons.

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

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

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

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

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

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

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

Section 4.11...Determination of LIBOR.

        On each LIBOR Rate  Adjustment  Date, the Trustee shall  determine LIBOR
for the Interest Accrual Period related to the next Distribution Date. As to any
Interest  Accrual Period,  other than the first Interest  Accrual Period,  LIBOR
will  equal the rate for  United  States  dollar  deposits  for one month  which
appears on the Telerate Screen Page 3750 of the Bridge Telerate  Capital Markets
Report as of 11:00 A.M., London time, on the related LIBOR Rate Adjustment Date.
If such rate does not  appear on such page (or such  other  page as may  replace
that page on that service,  or if such service is no longer offered,  such other
service  for  displaying  LIBOR or  comparable  rates as may be  selected by the
Trustee after  consultation  with the Servicer),  the rate will be the Reference
Bank Rate.  The Trustee will request the principal  London office of each of the
reference  banks to  provide  a  quotation  of its  rate.  If at least  two such
quotations are provided, the rate will be the arithmetic mean of the quotations.
If on such date fewer than two  quotations  are provided as requested,  the rate
will be the  arithmetic  mean of the rates  quoted by one or more major banks in
New York City, selected by the Trustee after consultation with the Servicer,  as
of 11:00  A.M.,  New York City time,  on such date for loans in U.S.  Dollars to
leading European banks for a period of one month in amounts  approximately equal
to the aggregate Certificate Principal Balance of the Variable Rate Certificates

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then outstanding.  If no such quotations can be obtained, the rate will be LIBOR
for the  prior  Distribution  Date,  or,  in the case of the  first  LIBOR  Rate
Adjustment Date,  6.62%;  provided however,  if, under the priorities  described
above,  LIBOR for a  Distribution  Date would be based on LIBOR for the previous
Distribution Date for the third consecutive Distribution Date, the Trustee shall
select an alternative  comparable index (over which the Trustee has no control),
used for determining  one-month  Eurodollar lending rates that is calculated and
published (or otherwise made available) by an independent party.

        The  establishment of LIBOR by the Trustee and the Trustee's  subsequent
calculation  of  the   Pass-Through   Rates  applicable  to  the  Variable  Rate
Certificates  for the  relevant  Interest  Accrual  Period,  in the  absence  of
manifest error, will be final and binding.

                                   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.

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<PAGE>

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

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

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

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such office or agency. Whenever any Certificates are so surrendered for exchange
the Trustee shall execute and the Certificate  Registrar shall  authenticate and
deliver the  Certificates of such Class which the  Certificateholder  making the
exchange is entitled to receive.  Every Certificate presented or surrendered for
transfer  or exchange  shall (if so  required by the Trustee or the  Certificate
Registrar) be duly  endorsed by, or be  accompanied  by a written  instrument of
transfer in form satisfactory to the Trustee and the Certificate  Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing.

(d) No transfer,  sale,  pledge or other  disposition  of a Class B  Certificate
shall be made unless such transfer,  sale, pledge or other disposition is exempt
from the  registration  requirements  of the Securities Act of 1933, as amended,
and any applicable  state securities laws or is made in accordance with said Act
and laws.  In the event that a transfer of a Class B  Certificate  is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel  acceptable
to and in form and  substance  satisfactory  to the Trustee and the Company that
such transfer may be made pursuant to an exemption,  describing  the  applicable
exemption  and the  basis  therefor,  from  said Act and  laws or is being  made
pursuant to said Act and laws,  which Opinion of Counsel shall not be an expense
of the Trustee,  the Company or the Servicer  (except  that, if such transfer is
made by the Company or the Servicer or any Affiliate thereof, the Company or the
Servicer  shall provide such Opinion of Counsel at their own expense);  provided
that such  Opinion of  Counsel  shall not be  required  in  connection  with the
initial transfer of any such Certificate by the Company or any Affiliate thereof
to the Company or an Affiliate of the Company and (B) the Trustee  shall require
the transferee to execute a representation letter,  substantially in the form of
Exhibit H hereto,  and the Trustee  shall  require the  transferor  to execute a
representation  letter,  substantially  in the form of  Exhibit I  hereto,  each
acceptable  to and in form and  substance  satisfactory  to the  Company and the
Trustee  certifying  to the Company and the Trustee the facts  surrounding  such
transfer,  which representation  letters shall not be an expense of the Trustee,
the Company or the Servicer; provided, however, that such representation letters
shall not be required in connection with any transfer of any such Certificate by
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

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     4975 of the Code (or comparable  provisions of any subsequent  enactments),
     and will not  subject  the  Trustee,  the  Company or the  Servicer  to any
     obligation or liability  (including  obligations or liabilities under ERISA
     or  Section  4975 of the  Code) in  addition  to those  undertaken  in this
     Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
     the Company or the  Servicer  or (B) the  prospective  Transferee  shall be
     required  to provide the  Trustee,  the  Company  and the  Servicer  with a
     certification  to the effect set forth in paragraph  six of Exhibit H (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 shall be deemed to have represented
     by virtue of its  purchase  or holding  of such  Certificate  (or  interest
     therein) that either (a) such Transferee is not a Plan Investor, (b) it has
     acquired  and  is  holding  such  Certificate  in  reliance  on  Prohibited
     Transaction  Exemption  ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994),
     as  amended by PTE 97-34,  62 Fed.  Reg.  39021  (July 21,  1997),  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.

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     (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,  the
          Underwriter   and  the  Trust  Fund  from  and  against  any  and  all
          liabilities,  claims,  costs or expenses incurred by such parties as a
          result of such acquisition or holding.

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

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

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

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

     (D)  Each Person  holding or acquiring any Ownership  Interest in a Class R
          Certificate  shall  agree (x) to  require  a  Transfer  Affidavit  and
          Agreement  from any  other  Person  to whom such  Person  attempts  to

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          transfer its Ownership  Interest in a Class R Certificate  and (y) not
          to transfer its Ownership Interest unless it provides a certificate to
          the Trustee in the form attached hereto as Exhibit G-2.

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

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

(iii)(A) If any  Disqualified  Organization  shall  become a holder of a Class R
     Certificate,   then  the  last  preceding  Permitted  Transferee  shall  be
     restored,  to the extent permitted by law, to all rights and obligations as
     Holder thereof  retroactive to the date of registration of such Transfer of
     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

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

(iv) The Trustee shall make  available,  upon written  request from the Internal
     Revenue  Service  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.

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

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

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

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

Section 5.04.  Persons Deemed Owners.

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

Section 5.05.  Appointment of Paying Agent.

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

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

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Section 5.06.  Optional Purchase of Certificates.

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

(b) The  Servicer  shall give the Trustee not less than 60 days' prior notice of
the Distribution  Date on which the Servicer  anticipates that it shall purchase
the  Certificates  pursuant  to Section  5.06(a).  Notice of any such  purchase,
specifying  the  Distribution  Date upon which the Holders may  surrender  their
Certificates  to the Trustee for payment in  accordance  with this Section 5.06,
shall be given promptly by the Servicer by letter to Certificateholders  (with a
copy to the  Certificate  Registrar and each Rating  Agency)  mailed not earlier
than the 15th day and not later  than the 25th day of the month  next  preceding
the month of such final distribution, specifying:

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

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

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

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

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

(d) If any  Certificateholders  do not surrender their Certificates on or before
the Distribution Date on which a purchase pursuant to this Section 5.06 is to be
made,  the  Trustee  shall on such date cause all funds in the  Payment  Account
deposited  therein by the Servicer  pursuant to Section  5.06(b) to be withdrawn
therefrom  and  deposited in a separate  escrow  account for the benefit of such
Certificateholders,  and the Servicer shall give a second written notice to such
Certificateholders  to surrender their  Certificates for payment of the purchase
price  therefor.  If within six months after the second  notice any  Certificate
shall not have  been  surrendered  for  cancellation,  the  Trustee  shall  take


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appropriate  steps as  directed  by the  Servicer to contact the Holders of such
Certificates concerning surrender of their Certificates.  The costs and expenses
of maintaining the escrow account and of contacting  Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any  Certificates  shall not have been  surrendered  for
cancellation  in accordance with this Section 5.06, the Trustee shall pay to the
Servicer all amounts distributable to the Holders thereof and the Servicer shall
thereafter  hold such amounts until  distributed  to such  Holders.  No interest
shall  accrue or be payable to any  Certificateholder  on any amount held in the
escrow  account  or by the  Servicer  as a  result  of such  Certificateholder's
failure to surrender  its  Certificate(s)  for payment in  accordance  with this
Section 5.06. Any Certificate that is not surrendered on the  Distribution  Date
on which a purchase pursuant to this Section 5.06 occurs as provided above shall
be deemed to have been  purchased  and the  Holder as of such date shall have no
rights with respect  thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto.  Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder.  The Servicer shall be for
all purposes the Holder thereof as of such date.

                                   ARTICLE VI

                          THE COMPANY AND THE SERVICER

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

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

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

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

(b) Any  Person  into  which  the  Company  or the  Servicer  may be  merged  or
consolidated,  or any corporation  resulting from any merger or consolidation to
which the Company or the Servicer shall be a party, or any Person  succeeding to
the  business  of the Company or the  Servicer,  shall be the  successor  of the
Company or the Servicer, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary  notwithstanding;  provided,  however,  that the
successor  or  surviving  Person to the  Servicer  shall be qualified to service

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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
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

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

Section 6.04.  Company and Servicer Not to Resign.

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

                                  ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default.

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

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

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

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

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

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

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

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

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Assignments  of  Mortgages  to the  Trustee  if MERS is not the  mortgagee  of a
Mortgage Loan. 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.

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.

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

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

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

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

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.

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

Section 7.04.  Waiver of Events of Default.

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01.  Duties of Trustee.

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

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

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

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

     (i)  Prior to the  occurrence of an Event of Default,  and after the curing
          or waiver of all such Events of Default which may have  occurred,  the
          duties and  obligations  of the Trustee shall be determined  solely by
          the express  provisions  of this  Agreement,  the Trustee shall not be
          liable except for the  performance  of such duties and  obligations as
          are specifically set forth in this Agreement,  no implied covenants or
          obligations shall be read into this Agreement against the Trustee and,
          in the  absence of bad faith on the part of the  Trustee,  the Trustee
          may  conclusively  rely,  as to the  truth of the  statements  and the
          correctness of the opinions expressed  therein,  upon any certificates
          or opinions  furnished  to the Trustee by the Company or the  Servicer
          and which on their face, do not  contradict the  requirements  of this
          Agreement;  (ii) The  Trustee  shall not be  personally  liable for an
          error of  judgment  made in good  faith by a  Responsible  Officer  or
          Responsible  Officers of the  Trustee,  unless it shall be proved that
          the Trustee was negligent in ascertaining the pertinent facts;

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

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

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

(d) The Trustee shall timely pay, from its own funds,  the amount of any and all
federal,  state and local  taxes  imposed  on the  Trust  Fund or its  assets or
transactions including, without limitation, (A) "prohibited 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.

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Section 8.02.  Certain Matters Affecting the Trustee.

        (a)    Except as otherwise provided in Section 8.01:

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

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

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

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

     (v)  Prior to the occurrence of an Event of Default hereunder and after the
          curing or waiver of all Events of Default which may have occurred, the
          Trustee shall not be bound to make any investigation into the facts or
          matters stated in any resolution,  certificate, statement, instrument,
          opinion,  report, notice,  request,  consent, order, approval, bond or
          other  paper or  document,  unless  requested  in  writing so to do by
          Holders of  Certificates  of any Class  evidencing,  as to such Class,
          Percentage  Interests,   aggregating  not  less  than  50%;  provided,
          however,  that if the payment within a reasonable  time to the Trustee
          of the costs,  expenses or 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;

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<PAGE>

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

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

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

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

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

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.

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<PAGE>

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

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

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

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

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

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

Section 8.06.  Eligibility Requirements for Trustee.

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

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

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

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

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.

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<PAGE>

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

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

Section 8.09.  Merger or Consolidation of Trustee.

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

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

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

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<PAGE>

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

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

Section 8.11.  Appointment of Custodians.

        The Trustee  may,  with the  consent of the  Servicer  and the  Company,
appoint one or more  Custodians  who,  except for Escrow Bank USA, an industrial
loan  corporation  organized  under  the  laws of the  State  of  Utah,  are not
Affiliates  of the Company,  the Servicer or the Seller to hold all or a portion
of the  Mortgage  Notes as agent for the Trustee,  by entering  into a Custodial
Agreement;  provided,  however, that the Trustee may appoint a Custodian that is
an Affiliate of the Company,  the Servicer or the 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  shall  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee  initially  designates  its offices  located at 14 Wall Street,  New
York, New York for the purposes of keeping the Certificate Register. The Trustee
shall maintain an office at each of the addresses stated in Section 12.05 hereof
where  notices and  demands to or upon the Trustee in respect of this  Agreement
may be served.

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                                   ARTICLE IX

                                   TERMINATION

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

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

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

     (ii) the purchase by the  Servicer of all  Mortgage  Loans and all property
          acquired in respect of any Mortgage  Loan  remaining in the Trust Fund
          at a price  equal  to 100% of the  unpaid  principal  balance  of each
          Mortgage  Loan or, the fair  market  value of the  related  underlying
          property of such  Mortgage  Loan with respect to Mortgage  Loans as to
          which title has been  acquired if such fair market  value is less than
          such  unpaid  principal  balance  (net  of any  unreimbursed  Advances
          attributable  to  principal)  on the 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

                                      108
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Distribution  Date (which shall be a date that would otherwise be a Distribution
Date) upon which the  Certificateholders may surrender their Certificates to the
Trustee  (if  so  required  by the  terms  hereof)  for  payment  of  the  final
distribution and cancellation, shall be given promptly by the Servicer (if it is
exercising  its right to  purchase  the  assets of the  Trust  Fund),  or by the
Trustee  (in any  other  case) by letter to the  Certificateholders  mailed  not
earlier  than the 15th day and not  later  than the 25th day of the  month  next
preceding the month of such final distribution specifying:

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

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

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

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

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

(d) If any  Certificateholders  shall not surrender their Certificates for final
payment  and  cancellation  on or  before  the  Final  Distribution  Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Payment Account not distributed in final distribution to  Certificateholders
to be withdrawn  therefrom and credited to the remaining  Certificateholders  by
depositing  such  funds in a separate  escrow  account  for the  benefit of such
Certificateholders,  and the Servicer (if it exercised its right to purchase the
assets of the Trust  Fund),  or the  Trustee  (in any other  case)  shall give a
second written  notice to the remaining  Certificateholders  to surrender  their
Certificates for cancellation  and receive the final  distribution  with respect
thereto.  If within six months after the second notice any Certificate shall not
have been surrendered for cancellation, the Trustee shall take appropriate steps
as  directed  by  the  Servicer  to  contact  the  remaining  Certificateholders
concerning   surrender  of  their  Certificates.   The  costs  and  expenses  of

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maintaining  the escrow  account and of contacting  Certificateholders  shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any  Certificates  shall not have been  surrendered  for
cancellation, the Trustee shall pay to the Servicer all amounts distributable to
the holders  thereof and the Servicer shall  thereafter  hold such amounts until
distributed  to such  holders.  No  interest  shall  accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Servicer as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.

Section 9.02.  Additional Termination Requirements.

(a) 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  shall be
made on  Form  1066 or  other  appropriate  federal  tax or  information  return
(including  Form 8811) or any  appropriate  state  return for the  taxable  year
ending  on the  last day of the  calendar  year in which  the  Certificates  are
issued.  For the  purposes of the REMIC  elections in respect of the Trust Fund,

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Certificates  and interests to be designated as the "regular  interests" and the
sole class of "residual  interests"  in each REMIC shall be set forth in Section
10.03. The REMIC  Administrator and the Trustee shall not permit the creation of
any  "interests"  (within the meaning of Section 860G of the Code) in each REMIC
elected in respect of the Trust  Fund  other than the  "regular  interests"  and
"residual interests" so designated.

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

(c) 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

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Servicer and the REMIC  Administrator  shall not knowingly or intentionally take
any action,  cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably  within their respective  control that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger  the status of any portion of either REMIC as a REMIC or (ii) result in
the imposition of a tax upon either REMIC  (including but not limited to the tax
on prohibited  transactions as defined in Section 860F(a)(2) of the Code and the
tax on  contributions  to a REMIC  set  forth in  Section  860G(d)  of the Code)
(either   such  event,   in  the  absence  of  an  Opinion  of  Counsel  or  the
indemnification  referred to in this sentence,  an "Adverse REMIC Event") unless
the Servicer or the REMIC Administrator,  as applicable, has received an Opinion
of Counsel (at the expense of the party  seeking to take such action or, if such
party fails to pay such expense, and the Servicer or the REMIC Administrator, as
applicable,  determines  that taking such action is in the best  interest of the
Trust Fund and the Certificateholders,  at the expense of the Trust Fund, but in
no event at the expense of the Servicer, the REMIC Administrator or the Trustee)
to the effect that the contemplated  action will not, with respect to each REMIC
created  hereunder,  endanger  such status or,  unless the  Servicer,  the REMIC
Administrator or both, as applicable,  determine in its or their sole discretion
to indemnify the Trust Fund against the imposition of such a tax,  result in the
imposition of such a tax.  Wherever in this Agreement a contemplated  action may
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken  pursuant to an Opinion of Counsel
that such  action  would not  impose a tax on the Trust  Fund,  such  action may
nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and  that all  other  preconditions  to the  taking  of such  action  have  been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized  hereunder) as to which the Servicer or the REMIC  Administrator,  as
applicable, has advised it in writing that it has received an Opinion of Counsel
to the effect  that an Adverse  REMIC  Event  could  occur with  respect to such
action.  In  addition,  prior to taking any action with  respect to either REMIC
created hereunder or any related assets thereof, or causing either REMIC to take
any action,  which is not expressly permitted under the terms of this Agreement,
the Trustee  shall  consult  with the  Servicer or the REMIC  Administrator,  as
applicable,  or its  designee,  in writing,  with respect to whether such action
could cause an Adverse  REMIC Event to occur with respect to either  REMIC,  and
the  Trustee  shall not take any such action or cause  either  REMIC to take any
such action as to which the Servicer or the REMIC Administrator,  as applicable,
has advised it in writing that an Adverse REMIC Event could occur.  The Servicer
or the REMIC Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not  expressly  permitted by this  Agreement,  but in no event at the
expense  of the  Servicer  or the  REMIC  Administrator.  At all times as may be
required by the Code,  the Servicer  shall to the extent  within its control and
the  scope  of  its  duties  more   specifically  set  forth  herein,   maintain
substantially  all of the assets of each REMIC  created  hereunder as "qualified
mortgages"  as  defined  in  Section  860G(a)(3)  of  the  Code  and  "permitted
investments" as defined in Section 860G(a)(5) of the Code.

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

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has in its sole  discretion  determined to indemnify the Trust Fund against such
tax, (ii) to the Trustee,  if such tax arises out of or results from a breach by
the Trustee of any of its  obligations  under this Article X, or (iii) otherwise
against amounts on deposit in the Custodial  Account as provided by Section 3.10
and on the Distribution  Date(s)  following such  reimbursement the aggregate of
such taxes shall be allocated in reduction of the Accrued  Certificate  Interest
on each Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.

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

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

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

(k)  Solely for the  purposes  of Section  1.860G-1(a)(4)(iii)  of the  Treasury
Regulations,  the  "latest  possible  maturity  date" 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)

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

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

Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.

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

(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Company, the
Servicer and the Trustee for any taxes and costs (including, without limitation,
any  reasonable  attorneys'  fees) imposed on or incurred by the Trust Fund, the
Company,  the  Servicer  or the  Trustee,  as a result  of a breach of the REMIC
Administrator's covenants set forth in this Article X with respect to compliance
with the REMIC Provisions,  including without limitation,  any penalties arising
from the Trustee's  execution of Tax Returns prepared by the REMIC Administrator
that contain errors or omissions;  provided,  however, that such liability shall
not be imposed to the extent  such breach is a result of an error or omission in
information  provided to the REMIC  Administrator  by the Servicer in which case
Section 10.02(c) shall apply.

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

Section 10.03. Designation of REMIC(s).

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

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

        The Class A-1,  Class A-2,  Class A-3,  Class A-4, Class A-5, Class A-6,
Class A-7, Class PO, Class IO, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates, will be "regular interests" in the REMIC 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.

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

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

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

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

        (b)The  amount  described  in  Section   10.04(a)(ii)  shall  be  deemed
distributed to (i) REMIC I Regular  Interest LT1, (ii) REMIC I Regular  Interest
LT2, (iii) REMIC I Regular  Interest LT3, (iv) REMIC I Regular Interest LT4, (v)
REMIC I Regular Interest LT5, and (viii) REMIC I Regular Interest LTPO, 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 IO Certificates  under
        Section 4.05 shall be deemed  allocated to the REMIC I Regular  Interest
        LTIO;

               (ii) Realized Losses allocated to the Class PO Certificates under
        Section 4.05 shall be deemed allocated to REMIC I Regular Interest LTPO;

               (iii)  Realized  Losses  allocated  to the Class A-5,  Class A-7,
        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;

               (iv)  Realized  Losses  allocated  to the Class A-1  Certificates
        under Section 4.05 shall be deemed allocated to REMIC I Regular Interest
        LT2;

               (v) Realized Losses allocated to the Class A-2 Certificates under
        Section 4.05 shall be deemed allocated to REMIC I Regular Interest LT3;

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               (vi)  Realized  Losses  allocated  to the Class A-3 and Class A-4
        Certificates  under  Section  4.05 shall be deemed  allocated to REMIC I
        Regular Interest LT4; and

               (vii)  Realized  Losses  allocated to the Class A-6  Certificates
        under Section 4.05 shall be deemed allocated to REMIC I Regular Interest
        LT5.

        (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
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 (1) Prepayment
Interest Shortfalls  allocated to the Insured Certificates to the extent covered
by amounts due from the Servicer or from funds on deposit in the Insured Reserve
Fund and (2) Relief Act  Shortfalls  allocated to the Insured  Certificates)  on
such  Distribution  Date,  (ii) the  principal  portion of any Realized  Loss is
allocated to the Insured  Certificates  on such  Distribution  Date or (iii) the
funds available in connection with the Scheduled Final Distribution Date will be
insufficient  to  reduce  the  Certificate  Principal  Balances  of the  Insured

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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
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

                                      117
<PAGE>

acceptance  of an Insured  Certificate  agrees,  that  without  the need for any
further action on the part of MBIA, the Servicer, the Trustee or the Certificate
Registrar, to the extent MBIA makes payments, directly or indirectly, on account
of principal of or interest on the Insured  Certificates  to the Holders of such
Certificates,   MBIA   shall  be  fully   subrogated   to,   and  each   Insured
Certificateholder,  the Servicer and the Trustee  hereby  delegate and assign to
MBIA,  to the fullest  extent  permitted  by law,  the rights of such Holders to
receive such  principal  and interest  from the Trust Fund;  provided  that MBIA
shall be paid such  amounts  only from the sources and in the manner  explicitly
provided for herein.

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

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

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

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

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

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

Section 11.05. Trustee to Hold MBIA Policy.

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

                                      118
<PAGE>

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:  36217

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01. Amendment.

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

(i)     to cure any ambiguity,

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

(iii)to modify,  eliminate  or add to any of its  provisions  to such  extent as
     shall be necessary or desirable to maintain the  qualification of 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

                                      119
<PAGE>

     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:

(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

                                      120
<PAGE>

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
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

                                      121
<PAGE>

Holders of any other of such  Certificates  of such Class or any other Class, or
to  obtain or seek to  obtain  priority  over or  preference  to any other  such
Holder,  or to  enforce  any right  under this  Agreement,  except in the manner
herein provided and for the common benefit of  Certificateholders  of such Class
or all Classes,  as the case may be. For the protection  and  enforcement of the
provisions  of this  Section  12.03,  each and every  Certificateholder  and the
Trustee  shall be entitled  to such  relief as can be given  either at law or in
equity.

Section 12.04. Governing Law.

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

Section 12.05. Notices.

        All  demands  and  notices  hereunder  shall be in writing  and shall be
deemed to have been duly given if sent by facsimile or if  personally  delivered
at or mailed by  registered  mail,  postage  prepaid  (except for notices to the
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 IL1-0481
                                    Chicago, Illinois 60670-0481
 MBIA                               113 King Street
                                    Armonk, New York 10504
                                    Attention: Insured Portfolio
                                    Management--Structured Finance (GMACM Series
                                    2001-J5)

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

                                      122
<PAGE>


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

Section 12.06. Required Notices to Rating Agency and Subservicer.

        The Company,  the Servicer or the Trustee,  as applicable,  shall notify
each Rating Agency and the Subservicer at such time as it is otherwise  required
pursuant  to this  Agreement  to give  notice of the  occurrence  of, any of the
events  described in clause (a),  (b),  (c),  (d), (g), (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

                                      123
<PAGE>

in no way affect the validity or  enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

Section 12.08. Supplemental Provisions for Resecuritization.

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

        Each  Supplemental  Article  shall set forth  all  necessary  provisions
relating to the holding of the  Resecuritized  Certificates by the Trustee,  the
establishment of the  Restructuring  Vehicle,  the issuing of various classes of
new certificates by the  Restructuring  Vehicle and the distributions to be made
thereon,  and any  other  provisions  necessary  for the  purposes  thereof.  In
connection  with each  Supplemental  Article,  the Company  shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the  Restructuring  Vehicle
will  qualify as a REMIC,  grantor  trust,  FASIT or other entity not subject to
taxation  for  federal  income  tax  purposes  and  (ii)  the  adoption  of  the
Supplemental  Article  will not endanger the status of 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-4, 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-4  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 shall be entitled to exercise all Voting Rights otherwise allocable
to the Insured Certificates.

                                      124
<PAGE>

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.


                                      125
<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:



                                      126
<PAGE>


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

        On the ___ day of September,  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]


                                      127
<PAGE>


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

        On the ___ day of September,  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]


                                      128
<PAGE>


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

        On the ___ day of September,  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]


                                      129
<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
September 26, 2001               Certificate: $_________________

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

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2031


                                        A-1-1

<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J5

               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-  Certificates  both as
specified  above) in  certain  distributions  with  respect  to the  Trust  Fund
consisting  primarily  of  an  interest  in  a  pool  of  conventional  one-  to
four-family  fixed interest rate first  mortgage  loans (the "Mortgage  Loans"),
formed and sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the  "Company,"  which term  includes any  successor  entity under the Agreement
referred  to  below).  The Trust  Fund was  created  pursuant  to a Pooling  and
Servicing  Agreement  dated as  specified  above  (the  "Agreement")  among  the
Company,  the  Servicer  and 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.

                                        A-1-2
<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.

                                        A-1-3


<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.


                                        A-1-4
<PAGE>


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

Dated:  September 26, 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


                                        A-1-5


<PAGE>

                                   ASSIGNMENT

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

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

_______________________________________________________________________________

                                      ______________________________________
Dated:                                 Signature by or on behalf of assignor




                                       ______________________________________
                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
___________________________  account  number  ________________________,  or,  if
mailed   by   check,    to    _________________________________________________.
Applicable statements should be mailed to ____________________________________.

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


                                        A-1-6

<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
September 26, 2001                 a Notional Amount

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

First Distribution Date:
October 25, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2031


                                        A-2-1

<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J5

               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

                                      A-2-2
<PAGE>

thereto if such Person shall have so notified the Trustee or such Paying  Agent,
or by check mailed to the address of the Person entitled  thereto,  as such name
and address shall appear on the Certificate Register.

               Notwithstanding   the  above,  the  final  distribution  on  this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  appointed  by the  Trustee  for that  purpose  in the  City of  Chicago,
Illinois. The Class IO Notional Amount of this Certificate is set forth above.

               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,

                                      A-2-3
<PAGE>

Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

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

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

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

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

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


                                        A-2-4
<PAGE>




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

Dated:  September 26, 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


                                        A-2-5

<PAGE>


                                   ASSIGNMENT

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

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

_______________________________________________________________________________

                                      _______________________________________
Dated:                                 Signature by or on behalf of assignor




                                       ______________________________________
                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
___________________________  account  number  ________________________,  or,  if
mailed   by   check,    to    _________________________________________________.
Applicable statements should be mailed to ____________________________________.

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



                                        A-2-6

<PAGE>

                                   EXHIBIT A-3

                          FORM OF CLASS PO CERTIFICATE



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

Certificate No. 1               0.00% Pass-Through Rate

Class PO Senior                 Aggregate Initial Certificate Principal
                                Balance of the Class PO Certificates: $[______]
Date of Pooling and Servicing
Agreement :                     Initial Certificate Principal
September 26, 2001              Balance of this Certificate:
                                $[____________________]
Cut-off Date:
September 1, 2001               CUSIP ________-

First Distribution Date:
October 25, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2031



                                        A-3-1
<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J5

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

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

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

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

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

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

                                        A-3-2


<PAGE>

               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
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.

                                        A-3-3
<PAGE>

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

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


                                        A-3-4

<PAGE>




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

Dated:  September 26, 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  PO  Certificates  referred  to in the
within-mentioned Agreement.



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





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


                                        A-3-5

<PAGE>



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

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

_______________________________________________________________________________

                                      _______________________________________
Dated:                                 Signature by or on behalf of assignor




                                       _____________________________________
                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
___________________________  account  number  ________________________,  or,  if
mailed   by   check,    to    _________________________________________________.
Applicable statements should be mailed to ____________________________________.

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


                                        A-3-6

<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).

                                        B-1
<PAGE>

If this  Certificate (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  preceding  Transferee  that  either (i) is not a Plan  Investor,  (II)
ACQUIRED SUCH  CERTIFICATE IN COMPLIANCE  WITH THE 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:           $[______________________________]
September 26, 2001
                                      Initial Certificate Principal
First Distribution Date:              Balance of this Certificate:
October 25, 2001                      $[_____________________________]

Servicer:                             CUSIP: ________-
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2031



                                        B-2



<PAGE>



                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J5

        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.

                                        B-3

<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.

                                        B-4
<PAGE>

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

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

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

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

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

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

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


                                        B-5

<PAGE>


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

Dated:  September 26, 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



                                        B-6


<PAGE>

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

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

_______________________________________________________________________________

                                      _______________________________________
Dated:                                 Signature by or on behalf of assignor




                                       ______________________________________
                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
___________________________  account  number  ________________________,  or,  if
mailed   by   check,    to    _________________________________________________.
Applicable statements should be mailed to ____________________________________.

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


                                        B-7


<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:        $[________________________ ]
September 26, 2001
                                   Initial Certificate Principal
First Distribution Date:           Balance of this Certificate:
October 25, 2001                   $[__________________________]

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
November 25, 2031


                                        C-1
<PAGE>


                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J5

       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  Passive  Asset  Transactions,  Inc. 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.

                                        C-2
<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.

                                        C-3
<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

                                        C-4

<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.



                                        C-5

<PAGE>


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

Dated:  September 26, 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




                                                C-6


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

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

_______________________________________________________________________________

                                      _______________________________________
Dated:                                 Signature by or on behalf of assignor




                                       ______________________________________
                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
___________________________  account  number  ________________________,  or,  if
mailed   by   check,    to    _________________________________________________.
Applicable statements should be mailed to ____________________________________.

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


                                        C-7



<PAGE>


                                    EXHIBIT D


                           FORM OF CLASS R CERTIFICATE

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

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

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

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR
POLITICAL  SUBDIVISION  THEREOF,  ANY  POSSESSION OF THE UNITED  STATES,  OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION  IF ALL OF ITS  ACTIVITIES  ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS  EXEMPT  FROM THE TAX  IMPOSED  BY  CHAPTER 1 OF THE CODE  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS

                                        D-1

<PAGE>

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.

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:
September 26, 2001               Initial Certificate Principal
                                 Balance of this Certificate:
First Distribution Date:         $[ ________________________________]
October 25, 2001
                                 Percentage Interest:
Servicer:                        __________________%
GMAC Mortgage Corporation
                                 CUSIP
Assumed Final Distribution Date:
November 25, 2031



                                        D-2

<PAGE>




                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J5

        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  Bear,  Stearns  Securities  Corp.  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

                                        D-3
<PAGE>

the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted Transferee,  (iii) any attempted or purported
transfer of any  Ownership  Interest in this  Certificate  in  violation of such
restrictions  will be  absolutely  null and void and will  vest no rights in the
purported  transferee,  and (iv) if any person other than a United States Person
and a Permitted  Transferee  acquires any Ownership Interest in this Certificate
in violation of such restrictions,  then the Company will have the right, in its
sole  discretion and without notice to the Holder of this  Certificate,  to sell
this Certificate to a purchaser selected by the Company,  which purchaser may be
the Company,  or any affiliate of the Company,  on such terms and  conditions as
the Company may choose.

               Notwithstanding   the  above,  the  final  distribution  on  this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  appointed  by the  Trustee  for that  purpose  in the  City of  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.

                                        D-4
<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

                                        D-5

<PAGE>

of such Mortgage Loans,  thereby effecting early retirement of the Certificates.
The Agreement permits,  but does not require,  the Servicer to (i) purchase at a
price  determined as provided in the Agreement all remaining  Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the  Certificates  from the Holders  thereof;  provided,
that any such option may only be exercised if the Pool Stated Principal  Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such  purchase  are  distributed  is less than ten percent of the  Cut-off  Date
Principal Balance of the Mortgage Loans.

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


                                        D-6


<PAGE>


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

Dated:  September 26, 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


                                        D-7

<PAGE>




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

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

_______________________________________________________________________________

                                      _______________________________________
Dated:                                 Signature by or on behalf of assignor




                                       ______________________________________
                                                 Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available   funds   to    __________________________    for   the   account   of
___________________________  account  number  ________________________,  or,  if
mailed   by   check,    to    _________________________________________________.
Applicable statements should be mailed to ____________________________________.

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


                                        D-8

<PAGE>



                                    EXHIBIT E


                             MORTGAGE LOAN SCHEDULE


                                 (See attached)


<TABLE>
<CAPTION>


 2001-J5 Mortgage Loan Schedule

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


<S>                        <C>                                  <C>                                <C>
 121968309                 393750.00                            2686.07                             Purchase
 NJ                        08/07/2001                           393750.00                           37135.00
 076500000                 10/01/2001                           7.250                               N
 75.000                    2-4 Family                           Primary
                                                                                                    Standard
 412540312                 307500.00                            2176.47                             Refinance
 WI                        06/18/2001                           307053.46                           37135.00
 535270000                 08/01/2001                           7.625                               N
 75.000                    2-4 Family                           Investment                          Standard
 500401609                 320000.00                            2397.23                             Construction-Perman
 MD                        08/14/2000                           318592.99                           37135.00
 207740000                 04/01/2001                           8.125                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 504520800                 460000.00                            3537.01                             Purchase
 MI                        06/19/2001                           459440.67                           37135.00
 494260000                 08/01/2001                           8.500                               N
 80.000                    Single Family                        Primary                             Standard
 505036509                 1500000.00                           10876.05                            Purchase
 NC                        07/10/2001                           1498967.70                          37135.00
 280800000                 09/01/2001                           7.875                               N
 73.294                    Single Family                        Primary
                                                                                                    Super Select
 506827807                 300000.00                            2057.98                             Construction-Perman
 MT                        10/06/2000                           299259.10                           37135.00
 597410000                 07/01/2001                           7.250                               N
 64.295                    Single Family                        Second Home                         Standard
 508537701                 315000.00                            2069.33                             Purchase
 PA                        07/13/2001                           314735.36                           37135.00
 194730000                 09/01/2001                           6.875                               N
 79.993                    Single Family                        Primary
                                                                                                    Standard
 508647104                 354280.00                            2297.86                             Purchase
 PA                        07/31/2001                           353974.97                           37135.00
 194540000                 09/01/2001                           6.750                               N
 80.000                    Single Family                        Primary                             Standard
 509045100                 332000.00                            2321.4                              Refinance
 NJ                        06/08/2001                           331505.66                           37165.00
 082430000                 08/01/2001                           7.500                               N
 80.000                    CondominiumLow-Rise                  Second Home
                                                                                                    Select
 510417702                 307200.00                            2147.99                             Purchase
 NJ                        08/15/2001                           307200.00                           37135.00
 085400000                 10/01/2001                           7.500                               N
 80.000                    PUD                                  Primary                             Standard
 510477003                 445000.00                            3073.51                             Purchase
 MA                        07/18/2001                           444661.39                           37135.00
 018900000                 09/01/2001                           7.375                               N
 55.688                    Single Family                        Primary
                                                                                                    Standard
 510754609                 425524.00                            2938.99                             Purchase
 DE                        07/30/2001                           425200.21                           37135.00
 197070000                 09/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard
 511179004                 354000.00                            2445                                Purchase
 NJ                        08/14/2001                           354000.00                           37135.00
 080550000                 10/01/2001                           7.375                               N
 89.977                    Single Family                        Primary
                                                                                                    Standard
 511721102                 365250.00                            2522.7                              Purchase
 TX                        07/19/2001                           364972.07                           37135.00
 760120000                 09/01/2001                           7.375                               N
 61.387                    Single Family                        Primary                             Standard
 512429101                 475100.00                            3321.97                             Refinance
 MI                        07/26/2001                           474747.41                           37135.00
 483063215                 09/01/2001                           7.500                               N
 74.819                    Single Family                        Primary
                                                                                                    Streamline
 512541608                 476000.00                            3126.99                             Purchase
 FL                        04/25/2001                           474386.57                           37135.00
 334870000                 06/01/2001                           6.875                               N
 80.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 512828005                 458500.00                            3050.42                             Refinance Cash Out
 NJ                        04/20/2001                           456983.45                           37135.00
 074614853                 06/01/2001                           7.000                               N
 70.000                    Single Family                        Primary
                                                                                                    Standard
 513027508                 345500.00                            2525.19                             Refinance
 MI                        08/07/2001                           345023.39                           37135.00
 483060000                 09/01/2001                           7.375                               N
 61.696                    Single Family                        Primary                             Select
 513549402                 402300.00                            2847.46                             Refinance
 WA                        06/25/2001                           401715.79                           37135.00
 980060000                 08/01/2001                           7.625                               N
 74.500                    Single Family                        Primary
                                                                                                    Streamline
 513657700                 480000.00                            3274.45                             Purchase
 CA                        08/10/2001                           480000.00                           37135.00
 926890000                 10/01/2001                           7.250                               N
 78.547                    Single Family                        Primary                             Select
 513909408                 316982.00                            2135.57                             Purchase
 NC                        07/10/2001                           316728.51                           37135.00
 281040000                 09/01/2001                           7.125                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 514022102                 456000.00                            3227.54                             Refinance
 MN                        07/30/2001                           455669.96                           37104.00
 554390000                 09/01/2001                           7.625                               N
 80.000                    Single Family                        Primary                             Streamline
 514212307                 588000.00                            3961.47                             Refinance
 TX                        05/21/2001                           586051.10                           37135.00
 782570000                 07/01/2001                           7.125                               N
 69.177                    PUD                                  Primary
                                                                                                    Standard
 514466408                 457000.00                            3313.57                             Refinance Cash Out
 MI                        07/24/2001                           456685.49                           37135.00
 483630000                 09/01/2001                           7.875                               N
 60.933                    Single                               Primary                             Select
 514546209                 500000.00                            3201.56                             Purchase
 MI                        07/26/2001                           499558.86                           37135.00
 481670000                 09/01/2001                           6.625                               N
 61.652                    Single Family                        Primary
                                                                                                    Select
 514595107                 1000000.00                           6992.15                             Refinance Cash Out
 MI                        07/18/2001                           999257.85                           37135.00
 486090000                 09/01/2001                           7.500                               N
 71.429                    Single Family                        Primary                             Standard
 514638303                 506250.00                            3453.52                             Purchase
 HI                        06/22/2001                           505457.76                           37135.00
 967340000                 08/01/2001                           7.250                               N
 75.000                    Single Family                        Primary
                                                                                                    Stated Income
 514677905                 390000.00                            2693.64                             Purchase
 MA                        07/12/2001                           389703.23                           37135.00
 018900000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary                             Standard
 514773209                 300000.00                            1995.91                             Purchase
 PA                        07/11/2001                           299754.09                           37135.00
 193480000                 09/01/2001                           7.000                               N
 80.000                    Single Family                        Primary
                                                                                                    Relocation
 514839109                 650000.00                            4434.15                             Purchase
 CA                        08/08/2001                           649492.93                           37135.00
 917910000                 09/01/2001                           7.250                               N
 69.668                    Single Family                        Primary                             Select
 515034205                 400000.00                            2796.86                             Refinance
 FL                        08/10/2001                           400000.00                           37135.00
 334100000                 10/01/2001                           7.500                               N
 72.727                    PUD                                  Primary
                                                                                                    Stated Income
 515043206                 382700.00                            2643.22                             Purchase
 NJ                        07/06/2001                           382408.79                           37135.00
 078710000                 09/01/2001                           7.375                               N
 79.996                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 515165801                 523350.00                            3614.65                             Purchase
 GA                        08/10/2001                           523350.00                           37135.00
 303290000                 10/01/2001                           7.375                               N
 79.995                    PUD                                  Primary
                                                                                                    Standard
 515174001                 342300.00                            2248.67                             Purchase
 MI                        08/16/2001                           342300.00                           37165.00
 483480000                 10/01/2001                           6.875                               N
 79.995                    Single Family                        Primary                             Select
 515180909                 346750.00                            2277.91                             Refinance Cash Out
 VA                        06/04/2001                           346065.12                           37135.00
 229010000                 08/01/2001                           6.875                               N
 52.143                    Single Family                        Primary
                                                                                                    Standard
 515237501                 315000.00                            2202.53                             Purchase
 IL                        09/07/2001                           315000.00                           37165.00
 622080000                 11/01/2001                           7.500                               N
 79.747                    PUD                                  Primary                             Standard
 515290708                 336000.00                            2349.37                             Purchase
 IL                        08/16/2001                           336000.00                           37135.00
 605630000                 10/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 515410405                 327150.00                            2204.08                             Refinance
 LA                        06/11/2001                           326625.19                           37135.00
 711110000                 08/01/2001                           7.125                               N
 90.000                    Single Family                        Primary                             Standard
 515527802                 300000.00                            1995.91                             Purchase
 CT                        08/01/2001                           300000.00                           37135.00
 064372214                 10/01/2001                           7.000                               N
 57.143                    Single Family                        Primary
                                                                                                    VIP Relocation
 515534907                 410550.00                            2870.63                             Refinance
 MA                        07/26/2001                           410245.31                           37135.00
 015900000                 09/01/2001                           7.500                               N
 76.020                    Single Family                        Primary                             Standard
 515573608                 350000.00                            2447.26                             Purchase
 MI                        07/05/2001                           349740.24                           37135.00
 483060000                 09/01/2001                           7.500                               N
 57.077                    CondominiumLow-Rise                  Primary
                                                                                                    Standard
 515675106                 288000.00                            2063.27                             Refinance Cash Out
 MN                        07/06/2001                           287796.73                           37135.00
 554381353                 09/01/2001                           7.750                               N
 80.000                    Single Family                        Primary                             Standard
 515700805                 62000.00                             444.18                              Refinance Cash Out
 NY                        07/28/2001                           61956.24                            37135.00
 142260000                 09/01/2001                           7.750                               N
 64.583                    Single Family                        Primary
                                                                                                    Stated Income
 515804003                 333255.00                            2245.21                             Purchase
 TX                        07/09/2001                           332988.49                           37135.00
 787340000                 09/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Standard
 515813103                 295000.00                            2037.5                              Purchase
 CO                        06/15/2001                           294549.66                           37135.00
 801300000                 08/01/2001                           7.375                               N
 74.683                    PUD                                  Primary
                                                                                                    Standard
 515814606                 360000.00                            2517.18                             Purchase
 PA                        07/27/2001                           359732.82                           37135.00
 189770000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Standard
 515909406                 329900.00                            2139.73                             Purchase
 TN                        07/27/2001                           329615.96                           37135.00
 370690000                 09/01/2001                           6.750                               N
 76.739                    PUD                                  Primary
                                                                                                    Select
 515970507                 358400.00                            2505.99                             Purchase
 IL                        08/01/2001                           358051.03                           37165.00
 600680000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 516078300                 432000.00                            3020.61                             Purchase
 FL                        06/22/2001                           431355.41                           37135.00
 334670000                 08/01/2001                           7.500                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 516081809                 372000.00                            2601.08                             Purchase
 NJ                        07/13/2001                           371723.92                           37135.00
 087350000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Second Home                         Standard
 516087202                 452050.00                            3045.55                             Purchase
 NJ                        08/07/2001                           452050.00                           37135.00
 088730000                 10/01/2001                           7.125                               N
 79.995                    Single Family                        Primary
                                                                                                    Standard
 516126505                 350000.00                            2270.1                              Purchase
 MA                        07/05/2001                           348274.84                           37135.00
 021360000                 09/01/2001                           6.750                               N
 89.744                    Single Family                        Primary                             Standard
 516145307                 295000.00                            2062.69                             Purchase
 NY                        07/26/2001                           294781.06                           37135.00
 125720000                 09/01/2001                           7.500                               N
 74.778                    Single Family                        Primary
                                                                                                    Standard
 516173804                 409450.00                            2968.8                              Refinance
 MD                        06/25/2001                           408884.59                           37135.00
 206620000                 08/01/2001                           7.875                               N
 73.775                    Single Family                        Primary                             Streamline
 516177300                 317000.00                            2216.51                             Refinance
 PA                        06/21/2001                           316528.01                           37135.00
 194260000                 08/01/2001                           7.500                               N
 70.601                    Single Family                        Primary
                                                                                                    Standard
 516226503                 325000.00                            2189.59                             Purchase
 PA                        07/25/2001                           324740.10                           37135.00
 193410000                 09/01/2001                           7.125                               N
 79.067                    PUD                                  Primary                             Standard
 516273901                 450000.00                            3185.08                             Refinance Cash Out
 CA                        07/18/2001                           449674.30                           37135.00
 916070000                 09/01/2001                           7.625                               N
 67.466                    Single Family                        Primary
                                                                                                    Standard
 516315900                 625000.00                            4105.81                             Refinance
 NJ                        07/20/2001                           624474.92                           37135.00
 088160000                 09/01/2001                           6.875                               N
 67.568                    Single Family                        Primary                             Standard
 516316502                 275000.00                            1806.56                             Purchase
 NJ                        07/20/2001                           274768.96                           37135.00
 078662234                 09/01/2001                           6.875                               N
 56.352                    Single Family                        Primary
                                                                                                    VIP Relocation
 516332905                 336000.00                            2263.7                              Purchase
 KY                        07/12/2001                           335731.30                           37135.00
 410910000                 09/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Relocation
 516335700                 485000.00                            3349.78                             Purchase
 TX                        07/19/2001                           484630.95                           37135.00
 750930000                 09/01/2001                           7.375                               N
 76.378                    PUD                                  Primary
                                                                                                    Standard
 516340502                 300000.00                            2046.53                             Refinance Cash Out
 TX                        07/11/2001                           299765.97                           37135.00
 770570000                 09/01/2001                           7.250                               N
 72.639                    PUD                                  Primary                             Standard
 516341906                 475000.00                            3611.73                             Purchase
 CT                        07/12/2001                           474060.15                           37135.00
 068400000                 09/01/2001                           6.750                               N
 53.073                    Single Family                        Primary
                                                                                                    Standard
 516399201                 374850.00                            2991.19                             Refinance
 NJ                        07/03/2001                           373981.19                           37135.00
 076470000                 09/01/2001                           7.375                               N
 78.421                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 516401304                 319400.00                            2178.88                             Purchase
 CO                        07/26/2001                           319150.83                           37135.00
 805490000                 09/01/2001                           7.250                               N
 89.997                    PUD                                  Primary
                                                                                                    Standard
 516407301                 368250.00                            2419.15                             Purchase
 MI                        07/20/2001                           362545.33                           37165.00
 481670000                 09/01/2001                           6.875                               N
 74.651                    Single Family                        Primary                             Select
 516440906                 311200.00                            2175.96                             Refinance
 MD                        07/16/2001                           310969.04                           37135.00
 212120000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Streamline
 516507308                 633100.00                            4481.05                             Refinance
 PA                        07/27/2001                           632641.77                           37135.00
 189380000                 09/01/2001                           7.625                               N
 74.482                    Single Family                        Primary                             Standard
 516510500                 500000.00                            3326.52                             Purchase
 MA                        08/08/2001                           500000.00                           37135.00
 024650000                 10/01/2001                           7.000                               N
 37.736                    Single Family                        Primary
                                                                                                    Standard
 516521804                 475000.00                            3041.48                             Purchase
 NJ                        07/13/2001                           463116.87                           37135.00
 079600000                 09/01/2001                           6.625                               N
 70.370                    Single Family                        Primary                             VIP Relocation
 516531902                 376000.00                            2629.05                             Refinance Cash Out
 TX                        07/13/2001                           375720.95                           37135.00
 770820000                 09/01/2001                           7.500                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 516536109                 376000.00                            2629.05                             Purchase
 NJ                        08/01/2001                           376000.00                           37135.00
 070410000                 10/01/2001                           7.500                               N
 79.158                    Single Family                        Primary                             Standard
 516537909                 573605.00                            3864.49                             Purchase
 CO                        08/10/2001                           573605.00                           37135.00
 801320000                 10/01/2001                           7.125                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 516544202                 440000.00                            3038.98                             Refinance
 TX                        08/10/2001                           440000.00                           37135.00
 774590000                 10/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard
 516585304                 344250.00                            2348.4                              Refinance
 WA                        07/03/2001                           343981.44                           37135.00
 986070000                 09/01/2001                           7.250                               N
 77.360                    Single Family                        Primary
                                                                                                    Standard
 516618600                 931500.00                            6354.48                             Purchase
 MA                        07/31/2001                           930773.33                           37135.00
 019380000                 09/01/2001                           7.250                               N
 90.000                    Single Family                        Primary                             Select
 516623600                 392000.00                            2740.93                             Refinance
 DE                        07/20/2001                           391709.07                           37135.00
 199440000                 09/01/2001                           7.500                               N
 80.000                    Condominiumlow-rise                  Primary
                                                                                                    Streamline
 516633807                 448800.00                            2985.88                             Refinance
 WA                        08/09/2001                           447932.12                           37135.00
 980590000                 09/01/2001                           7.000                               N
 64.114                    Single Family                        Primary                             Standard
 516650801                 480000.00                            3356.23                             Purchase
 MI                        07/31/2001                           479643.77                           37165.00
 483740000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 516651700                 182250.00                            1243.27                             Refinance
 MI                        07/27/2001                           182107.82                           37135.00
 480980000                 09/01/2001                           7.250                               N
 75.000                    Single Family                        Primary                             Stated Income





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 516651809                 630000.00                            4405.06                             Refinance
 CT                        06/28/2001                           629061.96                           37135.00
 060710000                 08/01/2001                           7.500                               N
 78.750                    Single Family                        Primary
                                                                                                    Standard
 516705704                 265500.00                            1948.15                             Refinance
 MA                        07/26/2001                           265321.85                           37135.00
 014536200                 09/01/2001                           8.000                               N
 75.000                    Single Family                        Primary                             Stated Income
 516709706                 166700.00                            1223.19                             Refinance Cash Out
 VA                        07/11/2001                           166588.14                           37135.00
 229010000                 09/01/2001                           8.000                               N
 64.990                    Single Family                        Primary
                                                                                                    Stated Income
 516730207                 447750.00                            3016.58                             Purchase
 GA                        07/05/2001                           447391.94                           37135.00
 303280000                 09/01/2001                           7.125                               N
 79.600                    Single Family                        Primary                             Standard
 516778305                 328000.00                            2127.41                             Purchase
 MI                        07/16/2001                           327511.22                           37135.00
 483480000                 09/01/2001                           6.750                               N
 80.000                    PUD                                  Primary
                                                                                                    Select
 516782802                 400000.00                            2796.86                             Purchase
 NJ                        08/21/2001                           400000.00                           37135.00
 085500000                 10/01/2001                           7.500                               N
 73.394                    Single Family                        Primary                             Stated Income
 516787306                 420800.00                            2764.36                             Purchase
 MO                        08/15/2001                           420800.00                           37135.00
 630050000                 10/01/2001                           6.875                               N
 80.000                    Single Family                        Primary
                                                                                                    VIP Relocation
 516795903                 305900.00                            2009.55                             Purchase
 MI                        07/12/2001                           305643.00                           37135.00
 483602514                 09/01/2001                           6.875                               N
 91.069                    Single Family                        Primary                             Standard
 516824109                 120200.00                            913.61                              Refinance
 RI                        07/26/2001                           120125.29                           37135.00
 029200000                 09/01/2001                           8.375                               N
 64.973                    Single Family                        Primary
                                                                                                    Stated Income
 516826609                 376000.00                            2564.99                             Purchase
 OR                        07/23/2001                           375706.68                           37135.00
 971330000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 516840600                 412000.00                            2880.77                             Purchase
 NJ                        07/26/2001                           411694.23                           37135.00
 074810000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 516860301                 475000.00                            3200.17                             Purchase
 CA                        08/08/2001                           474620.14                           37135.00
 911080000                 09/01/2001                           7.125                               N
 76.000                    Single Family                        Primary                             Standard
 516873700                 439200.00                            2848.65                             Purchase
 MI                        08/14/2001                           439200.00                           37135.00
 481769477                 10/01/2001                           6.750                               N
 80.000                    Single Family                        Primary
                                                                                                    VIP Relocation
 516874708                 369600.00                            2521.33                             Purchase
 WA                        07/05/2001                           369311.67                           37135.00
 986850000                 09/01/2001                           7.250                               N
 75.122                    Single Family                        Primary                             Standard
 516876208                 357500.00                            2499.7                              Purchase
 WA                        08/02/2001                           357500.00                           37135.00
 981660000                 10/01/2001                           7.500                               N
 65.000                    Single Family                        Primary
                                                                                                    Standard
 516880101                 476000.00                            3287.62                             Purchase
 NC                        07/31/2001                           475637.80                           37135.00
 276130000                 09/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 516890100                 343550.00                            2314.56                             Refinance
 FL                        07/06/2001                           343275.27                           37135.00
 337610000                 09/01/2001                           7.125                               N
 72.326                    Single Family                        Primary
                                                                                                    Select
 516912201                 512000.00                            3492.75                             Purchase
 AZ                        07/06/2001                           511600.58                           37135.00
 850180000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Select
 516922101                 396800.00                            2740.6                              Purchase
 MI                        07/26/2001                           396498.07                           37165.00
 481300000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 516938701                 280000.00                            1816.08                             Purchase
 VA                        08/17/2001                           280000.00                           37165.00
 233220000                 10/01/2001                           6.750                               N
 66.667                    Single Family                        Primary                             Relocation
 516941507                 350000.00                            2299.26                             Purchase
 AZ                        07/30/2001                           349705.95                           37135.00
 852550000                 09/01/2001                           6.875                               N
 63.752                    PUD                                  Primary
                                                                                                    VIP Relocation
 516943107                 290000.00                            1880.94                             Purchase
 MI                        08/06/2001                           290000.00                           37135.00
 483770000                 10/01/2001                           6.750                               N
 64.958                    PUD                                  Primary                             Select
 516946001                 382550.00                            2740.64                             Refinance
 MA                        07/26/2001                           382250.07                           37135.00
 018100000                 09/01/2001                           7.750                               N
 79.698                    Single Family                        Primary
                                                                                                    Standard
 516947900                 515000.00                            3297.61                             Purchase
 TN                        08/10/2001                           515000.00                           37135.00
 379190000                 10/01/2001                           6.625                               N
 76.296                    Condominiumlow-rise                  Primary                             Relocation
 516958907                 409500.00                            2863.29                             Purchase
 MN                        07/16/2001                           409196.09                           37135.00
 564700000                 09/01/2001                           7.500                               N
 65.000                    Single Family                        Second Home
                                                                                                    Stated Income
 516998002                 400000.00                            2661.21                             Purchase
 CA                        08/02/2001                           399672.12                           37135.00
 902650000                 09/01/2001                           7.000                               N
 49.383                    Single Family                        Primary                             Standard
 517047601                 432000.00                            2766.15                             Purchase
 MI                        08/02/2001                           432000.00                           37135.00
 480981929                 10/01/2001                           6.625                               N
 75.000                    Single Family                        Primary
                                                                                                    Select
 517048708                 341250.00                            2270.35                             Purchase
 IN                        07/27/2001                           340970.27                           37135.00
 460330000                 09/01/2001                           7.000                               N
 84.994                    PUD                                  Primary                             Standard
 517056800                 571200.00                            3848.29                             Purchase
 CO                        08/16/2001                           571200.00                           37135.00
 803040000                 10/01/2001                           7.125                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 517071908                 344000.00                            2405.3                              Purchase
 TX                        07/20/2001                           343744.70                           37135.00
 760340000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Select
 517075800                 312500.00                            2131.81                             Purchase
 MI                        07/31/2001                           312256.21                           37135.00
 483460000                 09/01/2001                           7.250                               N
 59.242                    Condominiumlow-rise                  Primary
                                                                                                    Select
 517099800                 515000.00                            3600.96                             Purchase
 CA                        07/30/2001                           514617.79                           37135.00
 926750000                 09/01/2001                           7.500                               N
 70.068                    Single Family                        Second Home                         Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 517114609                 528000.00                            3557.24                             Purchase
 GA                        08/13/2001                           528000.00                           37135.00
 305340000                 10/01/2001                           7.125                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 517117701                 326400.00                            2282.24                             Purchase
 CA                        07/31/2001                           326157.76                           37135.00
 913260000                 09/01/2001                           7.500                               N
 80.000                    PUD                                  Primary                             Standard
 517130803                 359950.00                            2486.09                             Refinance Cash Out
 VA                        08/03/2001                           359950.00                           37135.00
 223024015                 10/01/2001                           7.375                               N
 79.989                    Single Family                        Primary
                                                                                                    Standard
 517131207                 288000.00                            2013.74                             Refinance
 NJ                        08/01/2001                           288000.00                           37135.00
 078690000                 10/01/2001                           7.500                               N
 80.000                    PUD                                  Primary                             Streamline
 517131603                 420000.00                            2900.84                             Refinance Cash Out
 CO                        07/24/2001                           419680.41                           37135.00
 801180000                 09/01/2001                           7.375                               N
 70.000                    Single Family                        Primary
                                                                                                    Standard
 517141305                 411000.00                            2838.68                             Purchase
 WA                        07/23/2001                           410687.26                           37135.00
 992170000                 09/01/2001                           7.375                               N
 79.806                    Single Family                        Primary                             Standard
 517155503                 295000.00                            1962.65                             Purchase
 NC                        08/10/2001                           294999.99                           37196.00
 273100000                 10/01/2001                           7.000                               N
 78.667                    Single Family                        Primary
                                                                                                    Standard
 517164802                 293350.00                            2152.5                              Refinance
 IL                        07/25/2001                           293153.17                           37135.00
 605230000                 09/01/2001                           8.000                               N
 74.266                    Single Family                        Primary                             Stated Income
 517171609                 610000.00                            4317.55                             Refinance Cash Out
 PA                        07/26/2001                           609558.49                           37135.00
 189100000                 09/01/2001                           7.625                               N
 50.833                    Single Family                        Primary
                                                                                                    Standard
 517181509                 400000.00                            2594.4                              Purchase
 MI                        07/27/2001                           399655.60                           37135.00
 483340000                 09/01/2001                           6.750                               N
 62.715                    Single Family                        Primary                             Select
 517190807                 436000.00                            2900.72                             Purchase
 AZ                        07/18/2001                           435542.61                           37135.00
 852594608                 09/01/2001                           7.000                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 517245403                 374000.00                            2519.71                             Purchase
 WI                        07/27/2001                           373440.92                           37135.00
 530510000                 09/01/2001                           7.125                               N
 74.950                    Single Family                        Primary                             VIP Relocation
 517246609                 125000.00                            895.52                              Purchase
 TX                        07/27/2001                           124911.77                           37135.00
 782120000                 09/01/2001                           7.750                               N
 67.568                    Single Family                        Primary
                                                                                                    Stated Income
 517255501                 420000.00                            2900.84                             Purchase
 TX                        07/31/2001                           419680.41                           37135.00
 782570000                 09/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard
 517257002                 400000.00                            2661.21                             Purchase
 MA                        08/13/2001                           400000.00                           37135.00
 018900000                 10/01/2001                           7.000                               N
 57.143                    Single Family                        Primary
                                                                                                    Standard
 517258901                 400000.00                            2594.4                              Purchase
 IL                        08/06/2001                           400000.00                           37135.00
 605100000                 10/01/2001                           6.750                               N
 66.223                    Single Family                        Primary                             Select





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 517271805                 352000.00                            2341.87                             Purchase
 CA                        07/31/2001                           351711.46                           37135.00
 902780000                 09/01/2001                           7.000                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 517280608                 332000.00                            2236.75                             Purchase
 MI                        08/15/2001                           332000.00                           37135.00
 483812972                 10/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Relocation
 517289708                 325850.00                            2362.64                             Purchase
 CO                        07/18/2001                           325625.75                           37135.00
 802180000                 09/01/2001                           7.875                               N
 95.000                    Single Family                        Primary
                                                                                                    Standard
 517294500                 518750.00                            3407.82                             Purchase
 NC                        07/31/2001                           518314.19                           37135.00
 276140000                 09/01/2001                           6.875                               N
 79.992                    PUD                                  Primary                             VIP Relocation
 517294807                 496000.00                            3425.75                             Refinance Cash Out
 CA                        07/25/2001                           495622.58                           37135.00
 945390000                 09/01/2001                           7.375                               N
 71.884                    Single Family                        Primary
                                                                                                    Standard
 517320404                 472800.00                            3265.52                             Purchase
 MI                        07/23/2001                           472405.75                           37135.00
 483710000                 09/01/2001                           7.375                               N
 80.000                    Condominiumlow-rise                  Primary                             Select
 517324406                 624000.00                            4256.79                             Purchase
 LA                        07/23/2001                           623513.21                           37135.00
 700020000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary
                                                                                                    Select
 517333407                 348000.00                            2286.12                             Purchase
 CT                        08/17/2001                           348000.00                           37135.00
 064100000                 10/01/2001                           6.875                               N
 80.000                    Single Family                        Primary                             VIP Relocation
 517336905                 360000.00                            2425.39                             Purchase
 WA                        08/06/2001                           360000.00                           37135.00
 980110000                 10/01/2001                           7.125                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 517342200                 407766.00                            2781.69                             Purchase
 CO                        08/09/2001                           407766.00                           37135.00
 803010000                 10/01/2001                           7.250                               N
 79.335                    Single Family                        Primary                             Standard
 517372306                 352800.00                            2436.71                             Purchase
 FL                        08/10/2001                           352800.00                           37135.00
 333080000                 10/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 517379301                 288000.00                            1940.31                             Purchase
 CA                        08/02/2001                           287249.92                           37135.00
 917090000                 09/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Standard
 517379707                 464832.00                            3131.66                             Purchase
 NJ                        07/30/2001                           464313.69                           37135.00
 085510000                 09/01/2001                           7.125                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 517394300                 444700.00                            2884.32                             Purchase
 CA                        08/21/2001                           444700.00                           37135.00
 913204967                 10/01/2001                           6.750                               N
 79.998                    PUD                                  Primary                             Select
 517395505                 392900.00                            2548.35                             Purchase
 MI                        08/07/2001                           392900.00                           37135.00
 483290000                 10/01/2001                           6.750                               N
 60.456                    Condominiumlow-rise                  Primary
                                                                                                    Relocation
 517424602                 440000.00                            2964.37                             Purchase
 CO                        07/31/2001                           439648.13                           37135.00
 809060000                 09/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 517458204                 328500.00                            2268.87                             Purchase
 NH                        08/03/2001                           328499.99                           37165.00
 030310000                 10/01/2001                           7.375                               N
 87.600                    Single Family                        Primary
                                                                                                    Standard
 517468500                 536400.00                            3750.59                             Refinance
 CA                        07/30/2001                           536001.91                           37135.00
 931030000                 09/01/2001                           7.500                               N
 63.857                    Single Family                        Primary                             Express
 517473609                 600000.00                            4042.32                             Purchase
 CA                        08/06/2001                           600000.00                           37135.00
 921300000                 10/01/2001                           7.125                               N
 77.806                    Single Family                        Primary
                                                                                                    Standard
 517483301                 355450.00                            2394.74                             Refinance
 IN                        07/25/2001                           355165.74                           37135.00
 468140000                 09/01/2001                           7.125                               N
 74.832                    PUD                                  Primary                             Standard
 517483707                 315150.00                            2123.23                             Refinance
 CA                        08/07/2001                           314897.97                           37135.00
 900460000                 09/01/2001                           7.125                               N
 63.030                    Single Family                        Primary
                                                                                                    Standard
 517491601                 453000.00                            3167.45                             Refinance
 MI                        07/26/2001                           452663.80                           37135.00
 491270000                 09/01/2001                           7.500                               N
 79.474                    Single                               Primary                             Select
 517503801                 439600.00                            2998.85                             Purchase
 CA                        08/06/2001                           439600.00                           37135.00
 914030000                 10/01/2001                           7.250                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 517507505                 650000.00                            4324.47                             Purchase
 CA                        08/13/2001                           650000.00                           37135.00
 926530000                 10/01/2001                           7.000                               N
 67.708                    Single Family                        Primary                             Select
 517509006                 540000.00                            3729.65                             Refinance Cash Out
 CA                        08/09/2001                           539589.10                           37135.00
 945140000                 09/01/2001                           7.375                               N
 69.231                    Single Family                        Primary
                                                                                                    Standard
 517518601                 303950.00                            2124.08                             Refinance Cash Out
 CA                        08/03/2001                           303561.38                           37135.00
 950350000                 09/01/2001                           6.875                               N
 67.998                    Single Family                        Primary                             Standard
 517527503                 298900.00                            2013.75                             Refinance
 MI                        08/30/2001                           298900.00                           37135.00
 483480000                 10/01/2001                           7.125                               N
 39.853                    Single Family                        Primary
                                                                                                    Standard
 517553004                 424000.00                            2892.43                             Purchase
 FL                        07/30/2001                           423669.24                           37135.00
 325660000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 517597803                 500000.00                            3410.89                             Purchase
 CA                        08/03/2001                           500000.00                           37135.00
 943030000                 10/01/2001                           7.250                               N
 29.257                    Single Family                        Primary
                                                                                                    Standard
 517608808                 442600.00                            2944.63                             Purchase
 PA                        09/04/2001                           442600.00                           37165.00
 193800000                 11/01/2001                           7.000                               N
 83.332                    Single Family                        Primary                             Relocation
 517615001                 420000.00                            2689.31                             Purchase
 MI                        07/31/2001                           419629.44                           37135.00
 481670000                 09/01/2001                           6.625                               N
 53.165                    Single Family                        Primary
                                                                                                    Standard
 517626503                 376000.00                            2596.94                             Purchase
 FL                        07/27/2001                           375713.89                           37165.00
 330090000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 517640504                 397000.00                            2775.89                             Refinance
 CA                        08/10/2001                           397000.00                           37135.00
 925700000                 10/01/2001                           7.500                               N
 61.077                    Single Family                        Primary
                                                                                                    Streamline
 517645701                 432000.00                            2874.11                             Refinance
 SC                        08/20/2001                           432000.00                           37135.00
 299260000                 10/01/2001                           7.000                               N
 71.405                    Single Family                        Primary                             Standard
 517679908                 400000.00                            2728.71                             Refinance Cash Out
 MA                        08/18/2001                           400000.00                           37135.00
 017730000                 10/01/2001                           7.250                               N
 29.630                    Single Family                        Primary
                                                                                                    Standard
 517683900                 583600.00                            4080.62                             Purchase
 IN                        08/13/2001                           583600.00                           37135.00
 460380000                 10/01/2001                           7.500                               N
 80.000                    PUD                                  Primary                             Standard
 517689808                 575100.00                            3923.2                              Purchase
 CO                        07/31/2001                           574603.68                           37135.00
 800150000                 09/01/2001                           7.250                               N
 90.000                    PUD                                  Primary
                                                                                                    Standard
 517695904                 400950.00                            2803.51                             Refinance Cash Out
 CA                        08/10/2001                           400950.00                           37135.00
 926250000                 10/01/2001                           7.500                               N
 54.403                    CondominiumLow-Rise                  Primary                             Stated Income
 517699104                 390000.00                            2465.07                             Purchase
 CO                        08/24/2001                           390000.00                           37135.00
 802340000                 10/01/2001                           6.500                               N
 72.719                    PUD                                  Primary
                                                                                                    Standard
 517706008                 550000.00                            3751.97                             Purchase
 MI                        08/17/2001                           550000.00                           37135.00
 481670000                 10/01/2001                           7.250                               N
 56.126                    Single Family                        Primary                             Select
 517725701                 312000.00                            2102.01                             Purchase
 TX                        08/07/2001                           312000.00                           37135.00
 770790000                 10/01/2001                           7.125                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 517731808                 265000.00                            1718.79                             Purchase
 PA                        08/31/2001                           265000.00                           37135.00
 190460000                 10/01/2001                           6.750                               N
 51.456                    Single Family                        Primary                             Stated Income
 517775201                 350000.00                            2328.56                             Purchase
 PA                        08/23/2001                           350000.00                           37135.00
 193480000                 10/01/2001                           7.000                               N
 79.365                    Single Family                        Primary
                                                                                                    VIP Relocation
 517807400                 308800.00                            2106.57                             Purchase
 GA                        08/13/2001                           308800.00                           37135.00
 303070000                 10/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 517810305                 385600.00                            2597.86                             Purchase
 IL                        08/01/2001                           385291.64                           37135.00
 605640000                 09/01/2001                           7.125                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 517826509                 310400.00                            2091.23                             Purchase
 CO                        08/07/2001                           310400.00                           37135.00
 801160000                 10/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Standard
 517888202                 572000.00                            3615.43                             Purchase
 CA                        08/20/2001                           572000.00                           37135.00
 945260000                 10/01/2001                           6.500                               N
 80.000                    PUD                                  Primary
                                                                                                    VIP Relocation
 517897203                 650000.00                            4942.37                             Purchase
 NJ                        08/24/2001                           650000.00                           37135.00
 087500000                 10/01/2001                           6.750                               N
 76.291                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 517897906                 380000.00                            2624.57                             Purchase
 MI                        08/24/2001                           380000.00                           37135.00
 483340000                 10/01/2001                           7.375                               N
 70.186                    CondominiumLow-Rise                  Primary
                                                                                                    Select
 517903803                 308000.00                            1997.69                             Purchase
 TX                        08/10/2001                           308000.00                           37135.00
 752140000                 10/01/2001                           6.750                               N
 80.000                    Single Family                        Primary                             Relocation
 517919601                 384750.00                            2690.23                             Purchase
 MD                        08/15/2001                           384750.00                           37135.00
 212860000                 10/01/2001                           7.500                               N
 95.000                    Single Family                        Primary
                                                                                                    Standard
 517921805                 304000.00                            1997.07                             Purchase
 CA                        08/08/2001                           304000.00                           37135.00
 920830000                 10/01/2001                           6.875                               Y
 80.000                    Single Family                        Primary                             Relocation
 517928107                 320000.00                            2182.97                             Purchase
 CO                        08/02/2001                           320000.00                           37135.00
 803010000                 10/01/2001                           7.250                               N
 72.727                    PUD                                  Second Home
                                                                                                    Standard
 517929907                 392000.00                            2674.14                             Purchase
 CA                        08/08/2001                           391694.19                           37135.00
 946180000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 517931408                 477000.00                            3294.53                             Refinance
 CA                        08/14/2001                           476298.84                           37165.00
 926600000                 10/01/2001                           7.375                               N
 68.143                    PUD                                  Primary
                                                                                                    Standard
 517945002                 347800.00                            2431.87                             Refinance
 IL                        08/10/2001                           347041.88                           37135.00
 604640000                 09/01/2001                           7.500                               N
 51.526                    Single Family                        Primary                             Standard
 517946307                 388000.00                            2484.41                             Purchase
 NJ                        08/10/2001                           388000.00                           37135.00
 082260000                 10/01/2001                           6.625                               N
 80.000                    Condominiumlow-rise                  Second Home
                                                                                                    Standard
 517947503                 353600.00                            2352.51                             Purchase
 CA                        08/23/2001                           353600.00                           37135.00
 900450000                 10/01/2001                           7.000                               N
 80.000                    Single Family                        Primary                             Standard
 517962809                 375000.00                            2494.89                             Purchase
 FL                        08/06/2001                           375000.00                           37135.00
 331800000                 10/01/2001                           7.000                               N
 71.429                    Condominiumhigh-rise                 Primary
                                                                                                    Standard
 517983201                 632000.00                            4151.8                              Purchase
 MA                        08/15/2001                           632000.00                           37135.00
 020520000                 10/01/2001                           6.875                               N
 80.000                    Single Family                        Primary                             VIP Relocation
 517990800                 320000.00                            2128.97                             Purchase
 CA                        08/24/2001                           320000.00                           37135.00
 904040000                 10/01/2001                           7.000                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 517991303                 344000.00                            2202.67                             Purchase
 CA                        08/15/2001                           344000.00                           37135.00
 926560000                 10/01/2001                           6.625                               Y
 80.000                    PUD                                  Primary                             VIP Relocation
 518018205                 400000.00                            2661.21                             Purchase
 WA                        08/31/2001                           400000.00                           37135.00
 986610000                 10/01/2001                           7.000                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 518028402                 312000.00                            2049.62                             Purchase
 MI                        08/30/2001                           312000.00                           37135.00
 483340000                 10/01/2001                           6.875                               N
 80.000                    Single Family                        Primary                             Select





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 518036702                 297600.00                            1930.23                             Purchase
 OH                        08/09/2001                           297600.00                           37135.00
 442020000                 10/01/2001                           6.750                               N
 80.000                    Single Family                        Primary
                                                                                                    Select
 518049606                 336800.00                            2240.74                             Purchase
 CA                        08/03/2001                           336523.93                           37135.00
 926020000                 09/01/2001                           7.000                               N
 79.998                    PUD                                  Primary                             Standard
 518084702                 350900.00                            2453.55                             Refinance
 CA                        08/31/2001                           350900.00                           37135.00
 930210000                 10/01/2001                           7.500                               N
 25.064                    Single Family                        Primary
                                                                                                    Stated Income
 518095609                 628000.00                            4821.87                             Refinance
 TN                        08/09/2001                           628000.00                           37135.00
 377720000                 10/01/2001                           6.875                               N
 62.800                    Single Family                        Primary                             Standard
 518104708                 581000.00                            4012.83                             Refinance
 NJ                        08/30/2001                           581000.00                           37165.00
 070390000                 11/01/2001                           7.375                               N
 56.353                    Single Family                        Primary
                                                                                                    Streamline
 518144704                 334220.00                            2223.58                             Purchase
 GA                        08/29/2001                           334220.00                           37135.00
 300040000                 10/01/2001                           7.000                               N
 89.999                    PUD                                  Primary                             Standard
 518170204                 404550.00                            2691.49                             Purchase
 CO                        09/07/2001                           404550.00                           37165.00
 801600000                 11/01/2001                           7.000                               N
 76.345                    PUD                                  Primary
                                                                                                    Standard
 518186101                 600000.00                            3891.59                             Purchase
 CA                        08/29/2001                           600000.00                           37135.00
 949450000                 10/01/2001                           6.750                               N
 73.350                    Single Family                        Primary                             Relocation
 518258009                 364000.00                            2330.74                             Purchase
 PA                        08/31/2001                           364000.00                           37135.00
 190670000                 10/01/2001                           6.625                               N
 80.000                    Single Family                        Primary
                                                                                                    Relocation
 518258603                 262500.00                            1746.42                             Purchase
 CA                        08/27/2001                           262500.00                           37165.00
 930650000                 11/01/2001                           7.000                               N
 75.000                    Single Family                        Primary                             Stated Income
 518297700                 400000.00                            2694.88                             Purchase
 CA                        08/16/2001                           400000.00                           37135.00
 900260000                 10/01/2001                           7.125                               N
 76.923                    Single Family                        Primary
                                                                                                    Standard
 518345103                 350000.00                            2328.56                             Purchase
 MI                        08/17/2001                           350000.00                           37165.00
 481760000                 10/01/2001                           7.000                               N
 49.645                    Single Family                        Primary                             Standard
 518377007                 576000.00                            3783.91                             Purchase
 CO                        08/23/2001                           576000.00                           37135.00
 801240000                 10/01/2001                           6.875                               N
 80.000                    Single Family                        Primary
                                                                                                    VIP Relocation
 518425608                 394450.00                            2724.37                             Refinance
 CO                        08/28/2001                           394450.00                           37135.00
 804780000                 10/01/2001                           7.375                               N
 66.339                    Single Family                        Second Home                         Streamline
 518455704                 288000.00                            1867.97                             Purchase
 UT                        08/24/2001                           288000.00                           37135.00
 840370000                 10/01/2001                           6.750                               N
 80.000                    Single Family                        Primary
                                                                                                    Select
 518519905                 284000.00                            1818.49                             Purchase
 NJ                        08/31/2001                           284000.00                           37135.00
 080530000                 10/01/2001                           6.625                               N
 80.000                    Single Family                        Primary                             VIP Relocation





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 518537501                 308000.00                            2075.06                             Purchase
 MI                        08/29/2001                           308000.00                           37135.00
 483150000                 10/01/2001                           7.125                               N
 65.269                    Single Family                        Primary
                                                                                                    Standard
 518538806                 434950.00                            2857.32                             Purchase
 CA                        08/27/2001                           434950.00                           37135.00
 940700000                 10/01/2001                           6.875                               N
 75.644                    Single Family                        Primary                             Standard
 518614201                 407200.00                            2641.1                              Purchase
 MI                        09/04/2001                           407200.00                           37165.00
 483310000                 11/01/2001                           6.750                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 518642509                 420000.00                            2829.62                             Purchase
 CA                        09/06/2001                           420000.00                           37135.00
 902750000                 10/01/2001                           7.125                               N
 63.158                    Single Family                        Primary                             Select
 518684600                 575000.00                            3587.26                             Purchase
 MI                        08/28/2001                           575000.00                           37135.00
 483060000                 10/01/2001                           6.375                               N
 65.714                    Single Family                        Primary
                                                                                                    Select
 518716501                 437400.00                            2983.84                             Purchase
 CA                        08/28/2001                           437400.00                           37135.00
 945960000                 10/01/2001                           7.250                               N
 60.498                    Single Family                        Primary                             Standard
 518756804                 324900.00                            2188.92                             Refinance
 MI                        09/05/2001                           324900.00                           37165.00
 492300000                 11/01/2001                           7.125                               N
 59.073                    Single Family                        Second Home
                                                                                                    Standard
 518858105                 576000.00                            3880.62                             Purchase
 CA                        09/06/2001                           576000.00                           37135.00
 954920000                 10/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Select
 600049612                 357900.00                            2533.19                             Purchase
 NJ                        01/19/2001                           356051.83                           37135.00
 070590000                 03/01/2001                           7.625                               N
 70.454                    Single Family                        Primary
                                                                                                    Standard
 600056164                 540600.00                            3919.72                             Purchase
 MA                        12/18/2000                           537432.18                           37135.00
 021180000                 02/01/2001                           7.875                               N
 79.383                    CondominiumLow-Rise                  Primary                             Standard
 600059569                 300000.00                            2280.21                             Refinance Cash Out
 OH                        12/11/2000                           298354.96                           37135.00
 440120000                 02/01/2001                           8.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600076869                 284000.00                            1865.67                             Refinance Cash Out
 IL                        03/06/2001                           282793.32                           37135.00
 605640000                 05/01/2001                           6.875                               N
 80.000                    PUD                                  Primary                             Standard
 600092496                 612314.00                            4281.39                             Refinance Cash Out
 MD                        07/05/2001                           611859.57                           37135.00
 214010000                 09/01/2001                           7.500                               N
 49.985                    Single Family                        Primary
                                                                                                    Standard
 600092908                 372000.00                            2632.99                             Purchase
 PA                        06/27/2001                           371388.26                           37135.00
 194220000                 08/01/2001                           7.625                               N
 80.000                    Single Family                        Primary                             Standard
 600094070                 396750.00                            2808.18                             Refinance
 MD                        07/13/2001                           396462.84                           37135.00
 216660000                 09/01/2001                           7.625                               N
 71.089                    Single Family                        Primary
                                                                                                    Standard
 600097167                 305000.00                            2132.6                              Refinance Cash Out
 CA                        03/23/2001                           303046.80                           37135.00
 949600000                 05/01/2001                           7.500                               N
 58.654                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600103025                 350000.00                            2537.75                             Purchase
 MD                        05/29/2001                           349272.62                           37135.00
 210430000                 07/01/2001                           7.875                               N
 96.832                    Single Family                        Primary
                                                                                                    Standard
 600104462                 425000.00                            2971.66                             Refinance
 FL                        04/02/2001                           423726.49                           37135.00
 334440000                 06/01/2001                           7.500                               N
 77.273                    Single Family                        Primary                             Standard
 600107705                 595000.00                            4211.37                             Refinance Cash Out
 MA                        04/05/2001                           592819.26                           37135.00
 024670000                 05/01/2001                           7.625                               N
 61.026                    Single Family                        Primary
                                                                                                    Standard
 600108225                 331000.00                            2202.16                             Refinance Cash Out
 MA                        03/27/2001                           329627.45                           37104.00
 020810000                 05/01/2001                           7.000                               N
 73.555                    Single Family                        Primary                             Standard
 600111302                 388500.00                            2816.9                              Refinance Cash Out
 MD                        04/17/2001                           387419.95                           37135.00
 210930000                 06/01/2001                           7.875                               N
 70.000                    Single Family                        Primary
                                                                                                    Standard
 600111888                 314371.00                            2171.29                             Purchase
 CO                        04/30/2001                           313405.26                           37135.00
 809080000                 06/01/2001                           7.375                               N
 80.000                    Single Family                        Primary                             Standard
 600120614                 649000.00                            4649.52                             Refinance
 MA                        05/18/2001                           647616.92                           37135.00
 021860000                 07/01/2001                           7.750                               N
 54.722                    Single Family                        Primary
                                                                                                    Standard
 600121609                 487500.00                            3890.09                             Refinance
 OH                        05/16/2001                           484801.49                           37135.00
 435650000                 07/01/2001                           7.375                               N
 79.268                    Single Family                        Primary                             Standard
 600123032                 392000.00                            2640.98                             Refinance
 NC                        06/22/2001                           391371.18                           37165.00
 279270000                 08/01/2001                           7.125                               N
 84.940                    Single Family                        Second Home
                                                                                                    Standard
 600123595                 300000.00                            2072.03                             Refinance
 NC                        04/23/2001                           299078.44                           37135.00
 270430000                 06/01/2001                           7.375                               N
 89.820                    Single Family                        Primary                             Standard
 600124703                 296000.00                            2069.67                             Refinance Cash Out
 CO                        04/25/2001                           295113.06                           37135.00
 801260000                 06/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600126828                 336000.00                            2292.11                             Refinance
 MD                        07/03/2001                           335674.54                           37135.00
 210600000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 600127229                 490000.00                            3218.96                             Purchase
 CT                        04/30/2001                           488339.15                           37135.00
 806970000                 06/01/2001                           6.875                               N
 64.052                    Single Family                        Primary
                                                                                                    Standard
 600127985                 316000.00                            2155.68                             Refinance
 SC                        06/29/2001                           315753.49                           37135.00
 297320000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 600129983                 482300.00                            3208.75                             Refinance
 FL                        06/08/2001                           481507.03                           37135.00
 341020000                 08/01/2001                           7.000                               N
 33.262                    Single Family                        Primary
                                                                                                    Standard
 600130735                 450000.00                            3146.47                             Refinance
 NJ                        07/06/2001                           449666.03                           37135.00
 085340000                 09/01/2001                           7.500                               N
 68.182                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600131132                 360000.00                            2579.08                             Refinance Cash Out
 MI                        05/11/2001                           359232.83                           37135.00
 483040000                 07/01/2001                           7.750                               N
 90.000                    Single Family                        Primary
                                                                                                    Standard
 600131719                 400000.00                            2694.87                             Refinance Cash Out
 NJ                        05/30/2001                           399034.68                           37135.00
 074500000                 07/01/2001                           7.125                               N
 72.072                    Single Family                        Primary                             Standard
 600131924                 360000.00                            2455.84                             Refinance
 SC                        07/06/2001                           359719.16                           37135.00
 295720000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600134237                 335000.00                            2371.11                             Refinance Cash Out
 NJ                        06/12/2001                           334513.54                           37135.00
 080570000                 08/01/2001                           7.625                               N
 77.907                    Single Family                        Primary                             Standard
 600134515                 360000.00                            2486.43                             Refinance
 UT                        06/20/2001                           359450.46                           37135.00
 844030000                 08/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600135344                 335000.00                            2371.11                             Refinance
 CO                        07/09/2001                           334217.37                           37165.00
 801060000                 09/01/2001                           7.625                               N
 78.823                    Single Family                        Primary                             Standard
 600135617                 352700.00                            2346.52                             Purchase
 PA                        05/31/2001                           351827.62                           37135.00
 193800000                 07/01/2001                           7.000                               N
 89.994                    Single Family                        Primary
                                                                                                    Standard
 600135982                 356250.00                            2552.22                             Purchase
 MD                        06/29/2001                           355689.67                           37135.00
 211540000                 08/01/2001                           7.750                               N
 95.000                    Single Family                        Primary                             Standard
 600136074                 310500.00                            2171.06                             Purchase
 CA                        06/14/2001                           309990.66                           37135.00
 900080000                 08/01/2001                           7.500                               N
 82.800                    Single Family                        Primary
                                                                                                    Standard
 600136499                 312000.00                            2128.39                             Purchase
 NJ                        06/28/2001                           311511.75                           37135.00
 089020000                 08/01/2001                           7.250                               N
 79.592                    Single Family                        Primary                             Standard
 600136531                 376432.00                            2599.92                             Purchase
 CA                        07/17/2001                           376145.57                           37135.00
 925040000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600136935                 411000.00                            3015.77                             Refinance
 MA                        07/05/2001                           410446.62                           37135.00
 024590000                 08/01/2001                           8.000                               N
 75.413                    Single Family                        Primary                             Standard
 600137268                 393750.00                            2586.66                             Refinance Cash Out
 CA                        06/01/2001                           393086.48                           37165.00
 949520000                 08/01/2001                           6.875                               N
 75.000                    Single Family                        Primary
                                                                                                    Standard
 600137801                 621000.00                            4236.31                             Refinance Cash Out
 NJ                        06/07/2001                           620028.21                           37135.00
 085500000                 08/01/2001                           7.250                               N
 72.632                    Single Family                        Primary                             STANDARD
 600137856                 552500.00                            4495.32                             Refinance
 IL                        05/30/2001                           551611.22                           37135.00
 604390000                 07/01/2001                           9.125                               N
 73.179                    Single Family                        Primary
                                                                                                    Standard
 600138067                 277400.00                            1939.62                             Purchase
 NC                        06/28/2001                           276986.97                           37135.00
 282780000                 08/01/2001                           7.500                               N
 95.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600138487                 621172.00                            4290.28                             Purchase
 NC                        06/25/2001                           620223.77                           37165.00
 276150000                 08/01/2001                           7.375                               N
 89.966                    PUD                                  Primary
                                                                                                    Standard
 600138523                 308700.00                            2211.56                             Purchase
 OH                        06/29/2001                           308062.20                           37135.00
 430160000                 08/01/2001                           7.750                               Y
 94.992                    Single Family                        Primary                             Standard
 600140070                 400000.00                            2796.86                             Purchase
 NJ                        06/18/2001                           399404.42                           37135.00
 088220000                 08/01/2001                           7.500                               N
 66.116                    Single Family                        Primary
                                                                                                    Standard
 600140524                 451000.00                            3153.46                             Refinance
 NJ                        07/19/2001                           450665.29                           37135.00
 088540000                 09/01/2001                           7.500                               N
 75.167                    Single Family                        Primary                             Standard
 600140942                 562000.00                            3691.94                             Purchase
 NJ                        06/26/2001                           561053.00                           37135.00
 085400000                 08/01/2001                           6.875                               N
 68.121                    Single Family                        Primary
                                                                                                    Standard
 600141243                 440000.00                            3114.29                             Purchase
 UT                        06/04/2001                           439038.54                           37135.00
 840540000                 07/01/2001                           7.625                               N
 80.000                    Single Family                        Primary                             Standard
 600141697                 416000.00                            3016.29                             Refinance Cash Out
 NJ                        06/26/2001                           415713.71                           37135.00
 079600000                 09/01/2001                           7.875                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600141709                 386400.00                            2635.93                             Purchase
 NJ                        07/30/2001                           386098.57                           37135.00
 079240000                 09/01/2001                           7.250                               N
 80.000                    PUD                                  Primary                             Standard
 600141778                 315200.00                            2258.13                             Purchase
 AZ                        06/07/2001                           314753.64                           37135.00
 853310000                 08/01/2001                           7.750                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600141943                 650000.00                            4544.89                             Refinance
 CO                        06/13/2001                           649032.21                           37135.00
 809070000                 08/01/2001                           7.500                               N
 52.000                    Single Family                        Primary                             Standard
 600141993                 397000.00                            2741.98                             Refinance Cash Out
 CA                        06/05/2001                           396343.98                           37135.00
 920640000                 08/01/2001                           7.375                               Y
 74.906                    Single Family                        Primary
                                                                                                    Standard
 600142038                 410000.00                            2866.78                             Refinance
 MO                        06/06/2001                           409081.08                           37135.00
 630050000                 07/01/2001                           7.500                               N
 75.926                    PUD                                  Primary                             Standard
 600142304                 322342.00                            2253.86                             Refinance Cash Out
 MA                        06/06/2001                           321794.44                           37135.00
 020670000                 08/01/2001                           7.500                               N
 61.870                    Single Family                        Primary
                                                                                                    Standard
 600142796                 342000.00                            2391.31                             Purchase
 GA                        06/27/2001                           341490.79                           37135.00
 300220000                 08/01/2001                           7.500                               N
 86.582                    PUD                                  Primary                             Standard
 600143348                 564000.00                            3895.41                             Refinance Cash Out
 FL                        08/02/2001                           563570.84                           37135.00
 333080000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600143414                 286000.00                            1999.75                             Purchase
 NY                        06/21/2001                           285574.17                           37135.00
 106040000                 08/01/2001                           7.500                               N
 79.888                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600143666                 320000.00                            2210.16                             Refinance
 UT                        06/28/2001                           319401.01                           37135.00
 840030000                 08/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600143841                 456700.00                            3154.32                             Refinance
 WI                        07/10/2001                           456352.48                           37135.00
 540160000                 09/01/2001                           7.375                               N
 74.260                    Single Family                        Primary                             Standard
 600143870                 575000.00                            4069.81                             Refinance Cash Out
 UT                        06/26/2001                           574165.03                           37135.00
 840100000                 08/01/2001                           7.625                               N
 65.714                    Single Family                        Primary
                                                                                                    Stated Income
 600143949                 412000.00                            2880.76                             Purchase
 IL                        06/29/2001                           411147.34                           37135.00
 601190000                 08/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Standard
 600144144                 466796.00                            3263.91                             Purchase
 NJ                        06/04/2001                           466100.97                           37135.00
 076520000                 08/01/2001                           7.500                               N
 80.000                    CondominiumLow-Rise                  Primary
                                                                                                    Standard
 600144169                 326000.00                            2168.89                             Purchase
 IN                        06/25/2001                           325464.00                           37135.00
 462590000                 08/01/2001                           7.000                               N
 80.000                    PUD                                  Primary                             Standard
 600144179                 395000.00                            2761.9                              Purchase
 PA                        07/12/2001                           394706.85                           37135.00
 193110000                 09/01/2001                           7.500                               N
 78.867                    Single Family                        Primary
                                                                                                    Standard
 600144307                 301410.00                            2107.51                             Purchase
 SC                        06/28/2001                           300961.20                           37135.00
 290360000                 08/01/2001                           7.500                               N
 90.000                    PUD                                  Primary                             Standard
 600144722                 295000.00                            2012.42                             Purchase
 SC                        06/29/2001                           294538.35                           37135.00
 296460000                 08/01/2001                           7.250                               N
 75.064                    Single Family                        Primary
                                                                                                    Standard
 600144938                 316400.00                            2266.73                             Purchase
 IN                        06/08/2001                           315951.93                           37135.00
 460380000                 08/01/2001                           7.750                               N
 78.510                    PUD                                  Primary                             Standard
 600145249                 318750.00                            2311.16                             Purchase
 VA                        06/07/2001                           318309.84                           37135.00
 232200000                 08/01/2001                           7.875                               N
 75.000                    Single Family                        Primary
                                                                                                    Standard
 600145279                 455300.00                            3144.64                             Refinance Cash Out
 IL                        07/23/2001                           454953.56                           37135.00
 618530000                 09/01/2001                           7.375                               N
 67.452                    Single Family                        Primary                             Standard
 600145840                 323000.00                            2148.93                             Refinance Cash Out
 MA                        06/26/2001                           322468.93                           37135.00
 017420000                 08/01/2001                           7.000                               N
 53.833                    Single Family                        Primary
                                                                                                    Standard
 600146316                 592000.00                            4088.8                              Refinance
 UT                        07/02/2001                           591096.29                           37135.00
 840620000                 08/01/2001                           7.375                               N
 80.000                    Single Family                        Primary                             Standard
 600146370                 364800.00                            2613.47                             Refinance Cash Out
 MA                        06/21/2001                           364283.40                           37135.00
 023320000                 08/01/2001                           7.750                               N
 71.529                    Single Family                        Primary
                                                                                                    Standard
 600146415                 304000.00                            2125.61                             Purchase
 NJ                        08/03/2001                           303774.39                           37135.00
 080160000                 09/01/2001                           7.500                               N
 95.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600146687                 350000.00                            2387.62                             Refinance Cash Out
 IL                        06/27/2001                           349445.97                           37135.00
 600250000                 08/01/2001                           7.250                               N
 73.684                    Single Family                        Primary
                                                                                                    Standard
 600147152                 375300.00                            2656.35                             Purchase
 VA                        05/31/2001                           373958.26                           37135.00
 201470000                 07/01/2001                           7.625                               N
 79.993                    PUD                                  Primary                             Standard
 600147179                 541000.00                            3599.29                             Refinance
 CA                        07/12/2001                           540556.54                           37135.00
 920640000                 09/01/2001                           7.000                               N
 57.615                    PUD                                  Primary
                                                                                                    Standard
 600147302                 466000.00                            3218.55                             Purchase
 NJ                        06/29/2001                           465288.64                           37135.00
 077330000                 08/01/2001                           7.375                               N
 80.000                    Single Family                        Primary                             Standard
 600147390                 332000.00                            2293.04                             Purchase
 FL                        07/18/2001                           331747.38                           37135.00
 346520000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600148009                 379000.00                            2682.54                             Refinance Cash Out
 IL                        06/20/2001                           378449.64                           37135.00
 601370000                 08/01/2001                           7.625                               N
 67.679                    Single Family                        Primary                             Standard
 600148051                 330000.00                            2335.72                             Refinance
 MD                        07/11/2001                           329761.16                           37135.00
 210320000                 09/01/2001                           7.625                               N
 68.041                    Single Family                        Primary
                                                                                                    Standard
 600148200                 388000.00                            2646.84                             Refinance
 IL                        08/20/2001                           388000.00                           37165.00
 603020000                 10/01/2001                           7.250                               Y
 57.059                    Single Family                        Primary                             Standard
 600148474                 680000.00                            4467.12                             Purchase
 NJ                        07/10/2001                           679428.71                           37165.00
 085580000                 09/01/2001                           6.875                               N
 66.667                    Single Family                        Primary
                                                                                                    Standard
 600148840                 508000.00                            3422.49                             Purchase
 NC                        06/29/2001                           507185.11                           37135.00
 282030000                 08/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Standard
 600148886                 300000.00                            2227.5                              Refinance Cash Out
 NJ                        06/28/2001                           299606.17                           37135.00
 088120000                 08/01/2001                           8.125                               N
 70.012                    Single Family                        Primary
                                                                                                    Standard
 600149126                 360500.00                            2520.67                             Refinance Cash Out
 CO                        06/29/2001                           360232.46                           37135.00
 802060000                 09/01/2001                           7.500                               N
 70.000                    Single Family                        Primary                             Standard
 600149202                 343200.00                            2488.44                             Purchase
 MA                        06/29/2001                           342726.07                           37135.00
 021440000                 08/01/2001                           7.875                               N
 80.000                    CondominiumLow-Rise                  Primary
                                                                                                    Standard
 600149429                 400000.00                            2694.88                             Refinance
 SC                        06/29/2001                           399358.34                           37135.00
 294380000                 08/01/2001                           7.125                               N
 67.227                    Single Family                        Second Home                         Standard
 600149594                 355500.00                            2485.71                             Refinance Cash Out
 MA                        08/06/2001                           355236.17                           37135.00
 017300000                 09/01/2001                           7.500                               N
 64.636                    CondominiumLow-Rise                  Primary
                                                                                                    Stated Income
 600149873                 445000.00                            2886.26                             Purchase
 CA                        07/24/2001                           444616.87                           37135.00
 961610000                 09/01/2001                           6.750                               N
 71.774                    PUD                                  Second Home                         Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600150337                 335000.00                            2342.37                             Refinance
 CA                        07/16/2001                           334751.38                           37135.00
 912060000                 09/01/2001                           7.500                               N
 72.826                    Single Family                        Primary
                                                                                                    Standard
 600150342                 312000.00                            2128.39                             Purchase
 VA                        06/27/2001                           311511.75                           37135.00
 220390000                 08/01/2001                           7.250                               N
 80.000                    PUD                                  Primary                             Standard
 600150620                 323900.00                            2264.76                             Purchase
 MD                        06/29/2001                           323417.73                           37135.00
 210430000                 08/01/2001                           7.500                               Y
 79.994                    PUD                                  Primary
                                                                                                    Standard
 600150652                 558000.00                            3806.54                             Refinance
 NJ                        07/13/2001                           557564.71                           37135.00
 077040000                 09/01/2001                           7.250                               N
 65.647                    Single Family                        Primary                             Standard
 600150824                 296500.00                            2073.18                             Refinance
 MO                        06/08/2001                           295835.71                           37135.00
 630170000                 07/01/2001                           7.500                               N
 81.680                    Single Family                        Primary
                                                                                                    Standard
 600151345                 340000.00                            2319.4                              Refinance Cash Out
 FL                        07/20/2001                           339429.90                           37135.00
 341030000                 09/01/2001                           7.250                               N
 73.118                    Single Family                        Primary                             Standard
 600151415                 402000.00                            2742.35                             Refinance
 PA                        07/13/2001                           401686.40                           37135.00
 189800000                 09/01/2001                           7.250                               N
 74.444                    Single Family                        Primary
                                                                                                    Standard
 600151453                 462800.00                            3196.44                             Purchase
 FL                        07/05/2001                           462093.54                           37135.00
 342020000                 08/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard
 600152400                 400000.00                            2796.86                             Purchase
 PA                        06/28/2001                           398853.93                           37135.00
 194220000                 08/01/2001                           7.500                               N
 64.000                    Single Family                        Primary
                                                                                                    Standard
 600152460                 315000.00                            2122.21                             Refinance
 MA                        08/03/2001                           314748.10                           37135.00
 019400000                 09/01/2001                           7.125                               N
 73.944                    Single Family                        Primary                             Standard
 600152504                 650000.00                            4215.89                             Refinance
 PA                        07/26/2001                           649440.36                           37135.00
 189010000                 09/01/2001                           6.750                               N
 68.421                    Single Family                        Primary
                                                                                                    Standard
 600152632                 542500.00                            3700.81                             Purchase
 NJ                        06/26/2001                           541651.03                           37135.00
 070410000                 08/01/2001                           7.250                               N
 70.000                    Single Family                        Primary                             Standard
 600152876                 386400.00                            2768.22                             Refinance Cash Out
 NJ                        07/06/2001                           386127.28                           37135.00
 088530000                 09/01/2001                           7.750                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600152958                 498000.00                            3482.09                             Purchase
 PA                        07/17/2001                           497630.41                           37135.00
 189380000                 09/01/2001                           7.500                               N
 77.813                    CondominiumLow-Rise                  Primary                             Standard
 600153158                 316000.00                            2155.68                             Purchase
 AZ                        06/28/2001                           315505.49                           37135.00
 857370000                 08/01/2001                           7.250                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 600153173                 700000.00                            5569.52                             Refinance
 IL                        07/25/2001                           699607.56                           37135.00
 600930000                 09/01/2001                           8.875                               N
 50.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600153472                 397920.00                            2816.45                             Purchase
 MA                        07/18/2001                           397532.63                           37165.00
 021320000                 09/01/2001                           7.625                               N
 79.920                    Single Family                        Primary
                                                                                                    Standard
 600153558                 320000.00                            2182.96                             Refinance Cash Out
 MA                        07/13/2001                           319750.37                           37135.00
 019150000                 09/01/2001                           7.250                               N
 77.670                    Single Family                        Primary                             Standard
 600153632                 307000.00                            2172.93                             Refinance Cash Out
 CA                        07/09/2001                           306777.80                           37135.00
 926920000                 09/01/2001                           7.625                               N
 77.330                    Single Family                        Primary
                                                                                                    Standard
 600154285                 393600.00                            2819.8                              Purchase
 IN                        05/21/2000                           393042.61                           37135.00
 461120000                 08/01/2001                           7.750                               N
 85.939                    Single Family                        Primary                             Standard
 600154405                 339800.00                            2375.94                             Purchase
 RI                        06/25/2001                           339257.87                           37135.00
 028820000                 08/01/2001                           7.500                               N
 89.997                    Single Family                        Primary
                                                                                                    Standard
 600154693                 500000.00                            3496.07                             Purchase
 MA                        07/27/2001                           499628.93                           37135.00
 021580000                 09/01/2001                           7.500                               N
 84.890                    Single Family                        Primary                             Standard
 600154762                 611000.00                            4220.03                             Refinance Cash Out
 MA                        07/26/2001                           610535.07                           37135.00
 024810000                 09/01/2001                           7.375                               N
 66.054                    Single Family                        Primary
                                                                                                    Standard
 600154849                 572200.00                            4000.91                             Refinance Cash Out
 MO                        06/22/2001                           571348.03                           37135.00
 630050000                 08/01/2001                           7.500                               N
 67.318                    PUD                                  Primary                             Standard
 600155049                 392000.00                            2740.92                             Refinance
 MA                        07/27/2001                           391709.08                           37135.00
 015810000                 09/01/2001                           7.500                               N
 74.667                    Single Family                        Primary
                                                                                                    Standard
 600155243                 315100.00                            2203.23                             Purchase
 MN                        07/09/2001                           314866.15                           37135.00
 553450000                 09/01/2001                           7.500                               N
 79.995                    Single Family                        Primary                             Standard
 600155311                 421515.00                            2911.3                              Purchase
 MA                        06/28/2001                           420871.55                           37135.00
 023590000                 08/01/2001                           7.375                               N
 85.000                    Single Family                        Primary
                                                                                                    Standard
 600155482                 316000.00                            2155.68                             Purchase
 CO                        08/15/2001                           316000.00                           37135.00
 804430000                 10/01/2001                           7.250                               N
 80.000                    PUD                                  Second Home                         Standard
 600155506                 71200.00                             534.9                               Purchase
 FL                        06/22/2001                           71009.57                            37165.00
 652890000                 08/01/2001                           8.250                               N
 74.947                    Single Family                        Primary
                                                                                                    Stated Income
 600155670                 350600.00                            2481.53                             Refinance
 NC                        04/27/2001                           349575.28                           37135.00
 270060000                 06/01/2001                           7.625                               N
 48.994                    PUD                                  Primary                             Standard
 600155702                 350000.00                            2447.25                             Refinance Cash Out
 IL                        07/30/2001                           349740.25                           37135.00
 600620000                 09/01/2001                           7.500                               N
 63.636                    Single Family                        Primary
                                                                                                    Standard
 600155732                 337000.00                            2270.44                             Refinance
 NC                        05/17/2001                           336186.69                           37135.00
 288030000                 07/01/2001                           7.125                               N
 86.923                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600155946                 650000.00                            4324.47                             Refinance
 NJ                        06/25/2001                           648431.29                           37135.00
 079200000                 08/01/2001                           7.000                               N
 29.546                    Single Family                        Primary
                                                                                                    Standard
 600155971                 375950.00                            2660.95                             Purchase
 GA                        05/01/2001                           374851.18                           37135.00
 301140000                 06/01/2001                           7.625                               N
 79.998                    PUD                                  Primary                             Standard
 600156172                 364000.00                            2514.06                             Refinance Cash Out
 MN                        07/20/2001                           363723.02                           37135.00
 551230000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600156292                 335960.00                            2349.09                             Purchase
 KS                        07/12/2001                           335710.66                           37135.00
 660620000                 09/01/2001                           7.500                               N
 80.000                    PUD                                  Primary                             Standard
 600156644                 343200.00                            2341.23                             Purchase
 NJ                        07/17/2001                           342832.27                           37135.00
 070920000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600156675                 331200.00                            2231.36                             Purchase
 VA                        06/29/2001                           330668.71                           37135.00
 201710000                 08/01/2001                           7.125                               N
 80.000                    PUD                                  Primary                             Standard
 600156710                 390000.00                            2760.4                              Refinance
 MA                        06/27/2001                           389433.66                           37135.00
 024580000                 08/01/2001                           7.625                               N
 73.585                    Single Family                        Primary
                                                                                                    Standard
 600156808                 293600.00                            1978.04                             Purchase
 VA                        06/29/2001                           292929.03                           37135.00
 231160000                 08/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Standard
 600156895                 440000.00                            2853.84                             Purchase
 PA                        07/25/2001                           439621.16                           37135.00
 190100000                 09/01/2001                           6.750                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 600156918                 560500.00                            3729.02                             Refinance
 TX                        07/19/2001                           560040.56                           37135.00
 750340000                 09/01/2001                           7.000                               N
 74.733                    PUD                                  Primary                             Standard
 600157040                 390000.00                            2760.4                              Refinance
 MA                        07/23/2001                           389717.73                           37135.00
 020610000                 09/01/2001                           7.625                               N
 63.934                    Single Family                        Primary
                                                                                                    Standard
 600157203                 376000.00                            2629.05                             Refinance Cash Out
 CO                        07/02/2001                           375720.95                           37135.00
 804390000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Standard
 600157262                 650000.00                            4434.15                             Refinance Cash Out
 CO                        07/05/2001                           649492.93                           37135.00
 804010000                 09/01/2001                           7.250                               N
 67.010                    PUD                                  Primary
                                                                                                    Standard
 600157307                 371200.00                            2532.24                             Refinance
 MN                        08/09/2001                           371200.00                           37135.00
 550380000                 10/01/2001                           7.250                               Y
 80.000                    Single Family                        Primary                             Standard
 600157374                 324000.00                            2293.25                             Refinance
 MA                        07/19/2001                           323765.50                           37135.00
 021290000                 09/01/2001                           7.625                               N
 66.804                    CondominiumLow-Rise                  Primary
                                                                                                    Standard
 600157466                 372000.00                            2697.26                             Refinance Cash Out
 MA                        06/30/2001                           371405.38                           37135.00
 020300000                 08/01/2001                           7.875                               N
 80.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600157471                 500000.00                            3496.07                             Refinance Cash Out
 MA                        06/30/2001                           499255.54                           37135.00
 018860000                 08/01/2001                           7.500                               N
 61.125                    Single Family                        Primary
                                                                                                    Standard
 600157488                 302800.00                            2065.63                             Purchase
 NC                        08/10/2001                           302800.00                           37135.00
 275020000                 10/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 600157701                 330000.00                            2223.27                             Refinance
 NC                        07/23/2001                           329702.71                           37135.00
 275870000                 09/01/2001                           7.125                               N
 78.571                    Single Family                        Primary
                                                                                                    Standard
 600157909                 400000.00                            3218.5                              Refinance Cash Out
 IL                        06/29/2001                           399400.43                           37135.00
 603020000                 08/01/2001                           9.000                               N
 65.574                    Single Family                        Primary                             Standard
 600157914                 384000.00                            2522.61                             Purchase
 NJ                        07/20/2001                           383677.39                           37135.00
 080670000                 09/01/2001                           6.875                               N
 79.175                    Single Family                        Primary
                                                                                                    Standard
 600157980                 345000.00                            2324.33                             Purchase
 NH                        08/03/2001                           345000.00                           37135.00
 031100000                 10/01/2001                           7.125                               N
 63.889                    Single Family                        Primary                             Standard
 600158192                 650000.00                            4324.47                             Refinance Cash Out
 FL                        07/31/2001                           649467.20                           37135.00
 331400000                 09/01/2001                           7.000                               N
 72.222                    Single Family                        Primary
                                                                                                    Standard
 600158316                 350000.00                            2417.36                             Refinance
 IN                        07/11/2001                           349733.68                           37135.00
 461430000                 09/01/2001                           7.375                               N
 77.778                    PUD                                  Primary                             Standard
 600158428                 340000.00                            2377.33                             Refinance
 AZ                        07/20/2001                           339747.67                           37104.00
 850480000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600158535                 452000.00                            3160.45                             Purchase
 MA                        07/31/2001                           451664.55                           37135.00
 017760000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Standard
 600158693                 390600.00                            2697.78                             Refinance
 GA                        06/04/2001                           390003.74                           37135.00
 301150000                 08/01/2001                           7.375                               N
 89.793                    PUD                                  Primary
                                                                                                    Standard
 600158705                 320000.00                            2237.49                             Refinance Cash Out
 CA                        06/13/2001                           319523.54                           37135.00
 951210000                 08/01/2001                           7.500                               N
 72.727                    Single Family                        Primary                             Standard
 600159148                 564000.00                            3943.57                             Refinance
 CA                        07/18/2001                           563581.43                           37135.00
 945630000                 09/01/2001                           7.500                               N
 70.500                    Single Family                        Primary
                                                                                                    Standard
 600159316                 347500.00                            2489.53                             Refinance
 NJ                        07/06/2001                           347254.74                           37135.00
 074800000                 09/01/2001                           7.750                               N
 81.765                    Single Family                        Primary                             Standard
 600159395                 292900.00                            2098.37                             Purchase
 MD                        06/29/2001                           292485.22                           37135.00
 207060000                 08/01/2001                           7.750                               N
 95.000                    PUD                                  Primary
                                                                                                    Standard
 600159431                 427500.00                            3174.18                             Purchase
 NJ                        07/10/2001                           427170.35                           37135.00
 085360000                 09/01/2001                           8.125                               N
 90.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600159470                 525000.00                            3670.88                             Purchase
 MA                        07/16/2001                           524610.37                           37104.00
 017410000                 09/01/2001                           7.500                               N
 75.000                    Single Family                        Primary
                                                                                                    Standard
 600159487                 349600.00                            2504.58                             Purchase
 PA                        07/09/2001                           349353.25                           37135.00
 193120000                 09/01/2001                           7.750                               N
 80.000                    Single Family                        Primary                             Standard
 600159518                 500000.00                            3453.38                             Purchase
 CT                        07/20/2001                           499619.54                           37135.00
 067770000                 09/01/2001                           7.375                               N
 54.645                    Single Family                        Second Home
                                                                                                    Standard
 600159982                 159000.00                            1111.75                             Refinance
 UT                        07/13/2001                           158882.00                           37135.00
 846040000                 09/01/2001                           7.500                               N
 72.273                    Single Family                        Primary                             Stated Income
 600160001                 430000.00                            3080.57                             Refinance Cash Out
 CA                        07/19/2001                           429696.51                           37135.00
 945230000                 09/01/2001                           7.750                               N
 72.881                    Single Family                        Primary
                                                                                                    Standard
 600160041                 444500.00                            3032.27                             Refinance Cash Out
 CA                        05/22/2001                           443453.46                           37135.00
 945880000                 07/01/2001                           7.250                               N
 70.000                    Single Family                        Primary                             Standard
 600160043                 338200.00                            2364.74                             Refinance
 CA                        06/11/2001                           337695.91                           37135.00
 921110000                 08/01/2001                           7.500                               N
 95.000                    Single Family                        Primary
                                                                                                    Standard
 600160179                 317250.00                            2272.82                             Purchase
 IL                        08/03/2001                           317250.00                           37135.00
 605400000                 10/01/2001                           7.750                               N
 90.000                    Single Family                        Primary                             Standard
 600160609                 580000.00                            4155.19                             Refinance Cash Out
 GA                        06/29/2001                           579178.64                           37135.00
 305060000                 08/01/2001                           7.750                               N
 72.500                    Single Family                        Primary
                                                                                                    Standard
 600160659                 550000.00                            3798.71                             Purchase
 CA                        07/12/2001                           549581.50                           37135.00
 926460000                 09/01/2001                           7.375                               N
 73.826                    PUD                                  Primary                             Standard
 600160886                 385000.00                            2691.98                             Refinance Cash Out
 MA                        07/11/2001                           384714.27                           37135.00
 020610000                 09/01/2001                           7.500                               N
 79.218                    Single Family                        Primary
                                                                                                    Standard
 600161187                 326250.00                            2225.6                              Refinance Cash Out
 CA                        04/19/2001                           325222.71                           37104.00
 940440000                 06/01/2001                           7.250                               N
 75.000                    Single Family                        Primary                             Standard
 600161188                 400000.00                            2900.28                             Refinance Cash Out
 CA                        06/22/2001                           399447.63                           37135.00
 920250000                 08/01/2001                           7.875                               N
 78.431                    Single Family                        Primary
                                                                                                    Standard
 600161193                 428000.00                            2956.09                             Purchase
 CA                        05/09/2001                           427016.97                           37135.00
 950140000                 07/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard
 600161579                 350000.00                            2387.62                             Purchase
 CA                        07/28/2001                           349726.96                           37104.00
 920370000                 09/01/2001                           7.250                               N
 63.636                    CondominiumLow-Rise                  Second Home
                                                                                                    Standard
 600161865                 380000.00                            2657.02                             Refinance Cash Out
 SC                        07/24/2001                           379717.98                           37135.00
 290200000                 09/01/2001                           7.500                               N
 63.333                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600162459                 650000.00                            4215.89                             Purchase
 MA                        07/27/2001                           649440.36                           37135.00
 017600000                 09/01/2001                           6.750                               N
 78.285                    Single Family                        Primary
                                                                                                    Standard
 600162758                 588000.00                            4061.17                             Purchase
 MA                        07/31/2001                           587552.58                           37135.00
 024590000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary                             Standard
 600162770                 312000.00                            2075.74                             Purchase
 MA                        07/20/2001                           311744.26                           37135.00
 024740000                 09/01/2001                           7.000                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600162793                 320800.00                            2270.6                              Purchase
 MA                        07/20/2001                           320467.82                           37135.00
 024810000                 09/01/2001                           7.625                               N
 80.000                    Single Family                        Primary                             Standard
 600162918                 560000.00                            3867.79                             Purchase
 IL                        07/30/2001                           559573.88                           37135.00
 600910000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600163185                 400000.00                            2900.28                             Purchase
 NJ                        07/12/2001                           399724.72                           37135.00
 077330000                 09/01/2001                           7.875                               N
 59.259                    Single Family                        Primary                             Standard
 600163227                 324000.00                            2405.7                              Refinance Cash Out
 NJ                        07/13/2001                           323788.05                           37135.00
 088021151                 09/01/2001                           8.125                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600163612                 368000.00                            2668.26                             Refinance Cash Out
 MA                        06/25/2001                           367491.82                           37135.00
 019490000                 08/01/2001                           7.875                               N
 80.000                    Single Family                        Primary                             Standard
 600163677                 325000.00                            2244.7                              Refinance
 MI                        07/10/2001                           324752.70                           37135.00
 484300000                 09/01/2001                           7.375                               N
 87.838                    Single Family                        Primary
                                                                                                    Standard
 600163682                 300000.00                            2227.5                              Purchase
 NJ                        07/16/2001                           299803.75                           37135.00
 085010000                 09/01/2001                           8.125                               N
 79.576                    PUD                                  Primary                             Standard
 600163769                 318750.00                            2256.09                             Refinance Cash Out
 MA                        07/20/2001                           318519.30                           37135.00
 019070000                 09/01/2001                           7.625                               N
 75.000                    Single Family                        Primary
                                                                                                    Standard
 600164092                 340000.00                            2319.4                              Refinance Cash Out
 CA                        07/16/2001                           339734.77                           37135.00
 926720000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 600164137                 336000.00                            2553.84                             Purchase
 PA                        08/09/2001                           336000.00                           37135.00
 190850000                 10/01/2001                           8.375                               Y
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600164157                 305600.00                            2163.02                             Refinance Cash Out
 MA                        07/18/2001                           305378.81                           37135.00
 018670000                 09/01/2001                           7.625                               N
 80.000                    Single Family                        Primary                             Standard
 600164319                 314800.00                            2201.13                             Purchase
 IL                        07/11/2001                           314267.50                           37135.00
 604670000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600164527                 464000.00                            3165.3                              Purchase
 CA                        07/02/2001                           463603.33                           37135.00
 945560000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600164529                 386000.00                            2666.01                             Purchase
 CA                        07/09/2001                           385706.28                           37135.00
 926100000                 09/01/2001                           7.375                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 600164530                 320000.00                            2292.52                             Refinance Cash Out
 CA                        07/03/2001                           319774.15                           37135.00
 945770000                 09/01/2001                           7.750                               N
 80.000                    Single Family                        Primary                             Standard
 600164541                 293000.00                            2023.68                             Refinance
 NC                        07/27/2001                           292696.10                           37135.00
 275260000                 09/01/2001                           7.375                               N
 74.365                    Single Family                        Primary
                                                                                                    Standard
 600164927                 400000.00                            2561.24                             Refinance Cash Out
 MA                        07/25/2001                           399647.09                           37135.00
 020210000                 09/01/2001                           6.625                               N
 54.422                    Single Family                        Primary                             Standard
 600165105                 356000.00                            2519.75                             Refinance Cash Out
 CA                        07/26/2001                           355742.33                           37135.00
 921170000                 09/01/2001                           7.625                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600165164                 350000.00                            2358.02                             Refinance
 CO                        07/27/2001                           349720.11                           37135.00
 811220000                 09/01/2001                           7.125                               N
 33.333                    Single Family                        Primary                             Standard
 600165497                 650000.00                            5171.69                             Refinance Cash Out
 CA                        06/18/2001                           649268.51                           37165.00
 920070000                 08/01/2001                           8.875                               N
 69.892                    CondominiumHigh-Rise                 Primary
                                                                                                    Standard
 600165503                 600000.00                            4350.42                             Refinance Cash Out
 DC                        07/17/2001                           599587.08                           37135.00
 200110000                 09/01/2001                           7.875                               N
 63.158                    Single Family                        Primary                             Standard
 600165561                 435000.00                            3154.05                             Refinance Cash Out
 CA                        05/29/2001                           434399.31                           37135.00
 956160000                 08/01/2001                           7.875                               N
 69.936                    Single Family                        Primary
                                                                                                    Standard
 600165775                 615000.00                            4195.39                             Refinance
 IL                        07/19/2001                           613767.31                           37135.00
 606140000                 09/01/2001                           7.250                               N
 78.344                    Single Family                        Primary                             Standard
 600165779                 450000.00                            3108.04                             Purchase
 IL                        07/27/2001                           449657.58                           37135.00
 600690000                 09/01/2001                           7.375                               N
 71.770                    Single Family                        Primary
                                                                                                    Standard
 600165794                 361800.00                            2468.11                             Purchase
 NJ                        07/27/2001                           361517.77                           37135.00
 079220000                 09/01/2001                           7.250                               N
 79.956                    Single Family                        Primary                             Standard
 600165800                 624000.00                            4099.24                             Purchase
 NJ                        07/30/2001                           623470.12                           37135.00
 079280000                 09/01/2001                           6.875                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600166274                 628000.00                            4178.1                              Refinance
 MI                        08/10/2001                           628000.00                           37135.00
 488950000                 10/01/2001                           7.000                               N
 73.882                    Single Family                        Primary                             Standard
 600166447                 360000.00                            2548.06                             Refinance Cash Out
 CA                        07/01/2001                           359739.44                           37135.00
 948030000                 09/01/2001                           7.625                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 600166462                 308000.00                            2153.58                             Purchase
 NJ                        07/18/2001                           307771.42                           37135.00
 082260000                 09/01/2001                           7.500                               N
 80.000                    CondominiumLow-Rise                  Second Home                         Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600166469                 400000.00                            3254.53                             Refinance Cash Out
 CA                        05/24/2001                           399320.38                           37165.00
 926530000                 07/01/2001                           9.125                               N
 54.054                    Single Family                        Primary
                                                                                                    Standard
 600166494                 341250.00                            2327.93                             Refinance Cash Out
 CA                        07/03/2001                           340546.14                           37135.00
 946050000                 09/01/2001                           7.250                               N
 75.000                    Single Family                        Primary                             Standard
 600166768                 645000.00                            4400.04                             Refinance
 CO                        07/30/2001                           644496.84                           37135.00
 802090000                 09/01/2001                           7.250                               N
 47.778                    Single Family                        Primary
                                                                                                    Standard
 600166867                 336000.00                            2320.67                             Refinance Cash Out
 CA                        07/20/2001                           335744.33                           37135.00
 920190000                 09/01/2001                           7.375                               N
 80.000                    Single Family                        Primary                             Standard
 600167167                 481000.00                            3200.11                             Refinance
 VA                        07/27/2001                           480605.72                           37135.00
 229020000                 09/01/2001                           7.000                               N
 65.000                    Single Family                        Primary
                                                                                                    Standard
 600167347                 310000.00                            2141.09                             Refinance
 CA                        04/27/2001                           309288.00                           37135.00
 951480000                 07/01/2001                           7.375                               N
 70.454                    Single Family                        Primary                             Standard
 600167661                 398400.00                            2717.79                             Purchase
 SC                        08/10/2001                           398400.00                           37135.00
 294640000                 10/01/2001                           7.250                               N
 79.856                    PUD                                  Primary
                                                                                                    Standard
 600167833                 441970.00                            3090.32                             Purchase
 IL                        07/27/2001                           441641.99                           37135.00
 600670000                 09/01/2001                           7.500                               N
 79.982                    Single Family                        Primary                             Standard
 600167846                 338200.00                            2335.86                             Refinance
 OH                        08/13/2001                           338200.00                           37135.00
 430820000                 10/01/2001                           7.375                               N
 74.330                    Single Family                        Primary
                                                                                                    Standard
 600167981                 300000.00                            2072.03                             Purchase
 IN                        08/27/2001                           300000.00                           37135.00
 460600000                 10/01/2001                           7.375                               N
 71.429                    Single Family                        Primary                             Standard
 600167989                 426000.00                            2978.66                             Refinance
 IL                        08/10/2001                           426000.00                           37135.00
 600600000                 10/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600168605                 500000.00                            3410.89                             Purchase
 IL                        08/03/2001                           500000.00                           37135.00
 600250000                 10/01/2001                           7.250                               N
 62.112                    Single Family                        Primary                             Standard
 600168690                 400000.00                            2900.28                             Refinance Cash Out
 MA                        08/03/2001                           399722.06                           37135.00
 020900000                 09/01/2001                           7.875                               N
 77.973                    Single Family                        Primary
                                                                                                    Standard
 600168905                 340000.00                            2465.24                             Refinance Cash Out
 CA                        07/12/2001                           339766.01                           37135.00
 939060000                 09/01/2001                           7.875                               N
 79.070                    Single Family                        Primary                             Standard
 600168907                 454400.00                            3099.81                             Purchase
 CA                        07/10/2001                           454045.52                           37135.00
 951360000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600168941                 320000.00                            2237.49                             Refinance
 OH                        08/10/2001                           320000.00                           37135.00
 432090000                 10/01/2001                           7.500                               N
 76.191                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600169143                 320000.00                            2182.97                             Purchase
 VA                        07/30/2001                           319750.36                           37135.00
 220330000                 09/01/2001                           7.250                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 600169440                 380000.00                            2657.02                             Refinance Cash Out
 UT                        07/26/2001                           379717.98                           37135.00
 840980000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Standard
 600170453                 400000.00                            2728.71                             Purchase
 NJ                        08/06/2001                           400000.00                           37165.00
 074510000                 10/01/2001                           7.250                               N
 36.364                    Single Family                        Primary
                                                                                                    Standard
 600170707                 404000.00                            2790.33                             Purchase
 GA                        07/27/2001                           403692.59                           37135.00
 307560000                 09/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard
 600171047                 345000.00                            2353.51                             Refinance
 CA                        08/17/2001                           345000.00                           37135.00
 945260000                 10/01/2001                           7.250                               N
 56.098                    Single Family                        Primary
                                                                                                    Standard
 600172592                 388000.00                            2484.41                             Purchase
 NJ                        08/07/2001                           388000.00                           37135.00
 088220000                 10/01/2001                           6.625                               Y
 80.000                    Single Family                        Primary                             Standard
 600173011                 425000.00                            2756.54                             Purchase
 MA                        08/15/2001                           425000.00                           37135.00
 020260000                 10/01/2001                           6.750                               N
 64.394                    Single Family                        Primary
                                                                                                    Standard
 600173276                 297900.00                            1981.94                             Purchase
 NJ                        08/31/2001                           297900.00                           37135.00
 077010000                 10/01/2001                           7.000                               N
 90.000                    Single Family                        Primary                             STANDARD
 600173385                 357800.00                            2380.45                             Refinance
 CA                        07/18/2001                           352506.72                           37135.00
 945500000                 09/01/2001                           7.000                               N
 83.209                    Single Family                        Primary
                                                                                                    Standard
 600175400                 340000.00                            2233.56                             Refinance Cash Out
 AL                        08/08/2001                           340000.00                           37135.00
 352420000                 10/01/2001                           6.875                               N
 85.000                    Single Family                        Primary                             Standard
 600175711                 299900.00                            2096.94                             Purchase
 MA                        08/20/2001                           299900.00                           37135.00
 025620000                 10/01/2001                           7.500                               N
 83.329                    Single Family                        Primary
                                                                                                    Standard
 600176269                 350000.00                            2358.01                             Purchase
 IN                        08/15/2001                           350000.00                           37135.00
 460330000                 10/01/2001                           7.125                               N
 62.500                    PUD                                  Primary                             Standard
 600176338                 460000.00                            3138.02                             Purchase
 NJ                        08/10/2001                           460000.00                           37135.00
 088120000                 10/01/2001                           7.250                               Y
 80.000                    Single Family                        Primary
                                                                                                    Standard
 600178037                 404000.00                            2824.83                             Purchase
 CA                        07/06/2001                           403700.17                           37135.00
 940660000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Standard
 600178288                 399200.00                            2723.25                             Refinance
 NC                        08/23/2001                           399200.00                           37135.00
 276130000                 10/01/2001                           7.250                               Y
 77.665                    Single Family                        Primary
                                                                                                    Standard
 600179198                 544800.00                            3716.5                              Purchase
 IL                        08/23/2001                           544800.00                           37135.00
 600620000                 10/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 600179455                 321100.00                            2272.73                             Purchase
 MD                        08/20/2001                           321100.00                           37135.00
 207080000                 10/01/2001                           7.625                               N
 95.000                    PUD                                  Primary
                                                                                                    Standard
 600180357                 375000.00                            2622.06                             Purchase
 MA                        07/02/2001                           374721.69                           37135.00
 018330000                 09/01/2001                           7.500                               N
 79.804                    Single Family                        Primary                             Standard
 652369955                 310000.00                            2167.57                             Purchase
 NY                        06/26/2001                           309538.42                           37135.00
 103090000                 08/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 652456890                 302000.00                            2137.54                             Refinance Cash Out
 CO                        02/19/2001                           300231.18                           37135.00
 816010000                 04/01/2001                           7.625                               N
 67.865                    Single Family                        Primary                             Standard
 652465992                 288000.00                            2189.01                             Refinance
 PA                        03/20/2001                           287092.37                           37135.00
 193800000                 05/01/2001                           8.375                               N
 90.000                    Single Family                        Primary
                                                                                                    STANDARD
 652471199                 560000.00                            3867.79                             Refinance Cash Out
 CA                        04/14/2001                           557834.13                           37135.00
 926770000                 06/01/2001                           7.375                               N
 72.258                    Single Family                        Primary                             Standard
 652495267                 320000.00                            2237.49                             Refinance Cash Out
 TN                        04/25/2001                           319041.10                           37135.00
 385040000                 06/01/2001                           7.500                               N
 79.208                    Single Family                        Primary
                                                                                                    STANDARD
 652508366                 363500.00                            2541.65                             Refinance Cash Out
 AL                        04/23/2001                           362410.75                           37135.00
 359760000                 06/01/2001                           7.500                               N
 79.890                    Single Family                        Primary                             Standard
 652508966                 400000.00                            2694.88                             Refinance Cash Out
 VA                        06/29/2001                           399358.34                           37135.00
 222030000                 08/01/2001                           7.125                               N
 75.758                    Single Family                        Primary
                                                                                                    Standard
 652522885                 471000.00                            3213.06                             Refinance
 CA                        07/24/2001                           470632.56                           37135.00
 926940000                 09/01/2001                           7.250                               N
 78.500                    PUD                                  Primary                             Standard
 652523369                 75000.00                             524.42                              Purchase
 NY                        07/10/2001                           74944.33                            37135.00
 127810000                 09/01/2001                           7.500                               N
 57.252                    Single Family                        Primary
                                                                                                    Stated Income
 652531556                 380000.00                            2657.02                             Purchase
 NV                        06/25/2001                           379434.20                           37135.00
 891010000                 08/01/2001                           7.500                               N
 76.000                    PUD                                  Second Home                         Standard
 652531829                 340000.00                            2406.5                              Refinance
 NY                        05/31/2001                           339257.05                           37135.00
 113570000                 07/01/2001                           7.625                               N
 68.273                    Single Family                        Primary
                                                                                                    STANDARD
 652540177                 650000.00                            4544.9                              Refinance Cash Out
 CA                        07/26/2001                           649517.60                           37135.00
 926510000                 09/01/2001                           7.500                               N
 64.356                    Single Family                        Primary                             Standard
 652541877                 458150.00                            3048.09                             Purchase
 OR                        06/04/2001                           457396.71                           37135.00
 970340000                 08/01/2001                           7.000                               N
 85.000                    Single Family                        Primary
                                                                                                    Standard
 652549960                 380000.00                            2722.37                             Refinance
 MO                        05/24/2001                           379190.18                           37135.00
 631310000                 07/01/2001                           7.750                               N
 89.835                    PUD                                  Primary                             STANDARD





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 652551591                 500000.00                            3496.08                             Refinance Cash Out
 CA                        06/23/2001                           499255.52                           37135.00
 920240000                 08/01/2001                           7.500                               N
 68.966                    PUD                                  Primary
                                                                                                    Standard
 652556295                 464000.00                            3244.36                             Purchase
 VA                        05/30/2001                           462960.45                           37135.00
 201760000                 07/01/2001                           7.500                               N
 80.000                    PUD                                  Primary                             Standard
 652561532                 340000.00                            2406.5                              Purchase
 CA                        07/10/2001                           339753.92                           37135.00
 900350000                 09/01/2001                           7.625                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 652563210                 315000.00                            2148.86                             Purchase
 CA                        07/24/2001                           314754.27                           37165.00
 928860000                 09/01/2001                           7.250                               N
 41.176                    Single Family                        Primary                             Standard
 652570095                 295200.00                            2064.09                             Purchase
 WA                        07/12/2001                           294980.91                           37135.00
 982960000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 652570848                 298000.00                            2083.66                             Refinance Cash Out
 CA                        06/22/2001                           297556.30                           37135.00
 950370000                 08/01/2001                           7.500                               N
 48.852                    Single Family                        Primary                             Standard
 652571680                 380000.00                            2689.62                             Refinance Cash Out
 NJ                        06/24/2001                           379448.18                           37135.00
 074300000                 08/01/2001                           7.625                               N
 76.000                    Single Family                        Primary
                                                                                                    Standard
 652571914                 337000.00                            2689.15                             Refinance Cash Out
 CA                        07/27/2001                           336382.00                           37135.00
 954043133                 09/01/2001                           7.375                               N
 63.585                    Single Family                        Primary                             Standard
 652575709                 392000.00                            2740.93                             Refinance Cash Out
 CA                        06/20/2001                           391416.32                           37135.00
 925910000                 08/01/2001                           7.500                               N
 78.400                    Single Family                        Primary
                                                                                                    Standard
 652575810                 353700.00                            2382.95                             Purchase
 CA                        07/06/2001                           353417.14                           37135.00
 930650000                 09/01/2001                           7.125                               N
 90.000                    Single Family                        Primary                             Standard
 652577488                 304000.00                            2125.62                             Refinance Cash Out
 CA                        06/11/2001                           303547.35                           37135.00
 956300000                 08/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 652578455                 268000.00                            1828.24                             Purchase
 TN                        06/29/2001                           267566.37                           37135.00
 373630000                 08/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 652579325                 597700.00                            4179.21                             Refinance Cash Out
 CA                        07/25/2001                           597256.42                           37104.00
 940250000                 09/01/2001                           7.500                               N
 35.684                    Single Family                        Primary
                                                                                                    Stated Income
 652580119                 316000.00                            2236.63                             Purchase
 CA                        07/09/2001                           315771.29                           37135.00
 900560000                 09/01/2001                           7.625                               N
 79.798                    Single Family                        Primary                             Standard
 652580515                 340000.00                            2377.33                             Refinance Cash Out
 NY                        06/23/2001                           339446.21                           37135.00
 113790000                 08/01/2001                           7.500                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 652585714                 398000.00                            2748.89                             Refinance
 CO                        07/25/2001                           397697.15                           37135.00
 801290000                 09/01/2001                           7.375                               N
 72.364                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 652586153                 350000.00                            2417.37                             Purchase
 MD                        07/27/2001                           349633.67                           37135.00
 210420000                 09/01/2001                           7.375                               N
 79.909                    Single Family                        Primary
                                                                                                    Standard
 652586275                 383000.00                            2678                                Refinance Cash Out
 CA                        06/17/2001                           382429.72                           37135.00
 945090000                 08/01/2001                           7.500                               N
 76.295                    Single Family                        Primary                             Standard
 652588974                 357000.00                            2496.2                              Refinance Cash Out
 CA                        07/11/2001                           356735.05                           37135.00
 926270000                 09/01/2001                           7.500                               N
 75.957                    Single Family                        Primary
                                                                                                    Standard
 652589387                 130000.00                            931.34                              Refinance Cash Out
 NJ                        06/25/2001                           129815.89                           37135.00
 077570000                 08/01/2001                           7.750                               N
 67.708                    Single Family                        Primary                             Stated Income
 652590307                 499500.00                            3449.93                             Purchase
 CA                        07/24/2001                           499119.91                           37135.00
 949490000                 09/01/2001                           7.375                               N
 71.408                    Single Family                        Primary
                                                                                                    Standard
 652590331                 400000.00                            2694.88                             Refinance
 CA                        07/16/2001                           399680.12                           37135.00
 913810000                 09/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Standard
 652590401                 351000.00                            2454.25                             Purchase
 NV                        07/13/2001                           350739.50                           37135.00
 891440000                 09/01/2001                           7.500                               N
 90.000                    PUD                                  Primary
                                                                                                    Standard
 652591340                 340000.00                            2377.33                             Refinance
 CA                        07/10/2001                           339747.67                           37135.00
 926203293                 09/01/2001                           7.500                               N
 80.000                    PUD                                  Primary                             Standard
 652591449                 400000.00                            2796.86                             Purchase
 CA                        07/23/2001                           399703.14                           37135.00
 900460000                 09/01/2001                           7.500                               N
 44.444                    Single Family                        Primary
                                                                                                    Standard
 652591546                 294000.00                            2005.6                              Purchase
 CA                        08/15/2001                           294000.00                           37135.00
 922110000                 10/01/2001                           7.250                               N
 80.000                    PUD                                  Second Home                         Standard
 652594069                 300000.00                            2097.65                             Refinance
 CA                        06/21/2001                           299353.31                           37135.00
 940860000                 08/01/2001                           7.500                               N
 52.174                    PUD                                  Primary
                                                                                                    Standard
 652594967                 129000.00                            913.06                              Refinance Cash Out
 CA                        07/09/2001                           128906.63                           37135.00
 928050000                 09/01/2001                           7.625                               N
 58.636                    Single Family                        Primary                             Stated Income
 652596327                 344000.00                            2405.3                              Refinance Cash Out
 CA                        06/25/2001                           343487.80                           37135.00
 928820000                 08/01/2001                           7.500                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 652596760                 456000.00                            3110.73                             Refinance
 CA                        06/27/2001                           455644.27                           37135.00
 950060000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary                             Standard
 652597176                 399000.00                            2789.87                             Refinance
 CA                        06/22/2001                           398405.91                           37135.00
 948050000                 08/01/2001                           7.500                               N
 77.476                    Single Family                        Primary
                                                                                                    Standard
 652597219                 523000.00                            3479.54                             Refinance
 CA                        06/23/2001                           522140.08                           37135.00
 950200000                 08/01/2001                           7.000                               N
 74.290                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 652599913                 475000.00                            3280.71                             Refinance Cash Out
 CA                        07/26/2001                           474638.56                           37135.00
 950030000                 09/01/2001                           7.375                               N
 69.853                    Single Family                        Primary
                                                                                                    Standard
 652601263                 400000.00                            2796.86                             Refinance Cash Out
 CA                        07/11/2001                           399703.14                           37135.00
 904050000                 09/01/2001                           7.500                               N
 72.464                    CondominiumLow Rise                  Primary                             Standard
 652602832                 395000.00                            2795.79                             Refinance Cash Out
 CA                        07/18/2001                           394714.11                           37135.00
 926510000                 09/01/2001                           7.625                               N
 67.406                    Single Family                        Primary
                                                                                                    Standard
 652603296                 400000.00                            2831.18                             Refinance Cash Out
 CA                        07/20/2001                           399710.49                           37135.00
 928690000                 09/01/2001                           7.625                               N
 76.191                    PUD                                  Primary                             Standard
 652603683                 432500.00                            3024.11                             Refinance Cash Out
 CA                        07/01/2001                           432179.02                           37135.00
 900450000                 09/01/2001                           7.500                               N
 73.932                    Single Family                        Primary
                                                                                                    Standard
 652603818                 364000.00                            2391.23                             Refinance Cash Out
 CA                        07/25/2001                           363694.19                           37135.00
 907170000                 09/01/2001                           6.875                               N
 74.897                    Single Family                        Primary                             Standard
 652604191                 435000.00                            3004.44                             Purchase
 CA                        07/23/2001                           434669.00                           37135.00
 917090000                 09/01/2001                           7.375                               N
 55.414                    Single Family                        Primary
                                                                                                    Standard
 652604861                 449500.00                            3181.54                             Refinance Cash Out
 NY                        07/19/2001                           449174.66                           37135.00
 125330000                 09/01/2001                           7.625                               N
 69.690                    Single Family                        Primary                             Standard
 652606329                 350000.00                            2447.26                             Refinance Cash Out
 CA                        07/14/2001                           349740.24                           37135.00
 928860000                 09/01/2001                           7.500                               N
 76.087                    Single Family                        Primary
                                                                                                    Standard
 652607737                 300000.00                            2097.65                             Purchase
 GA                        07/20/2001                           299777.35                           37135.00
 306420000                 09/01/2001                           7.500                               N
 80.000                    Single Family                        Primary                             Stated Income
 652608823                 345000.00                            2412.3                              Refinance Cash Out
 CA                        07/11/2001                           344743.95                           37135.00
 951310000                 09/01/2001                           7.500                               N
 74.837                    CondominiumLow Rise                  Primary
                                                                                                    Standard
 652608975                 369600.00                            2552.74                             Refinance Cash Out
 CA                        07/19/2001                           369318.76                           37135.00
 926480000                 09/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard
 652611027                 381000.00                            2631.48                             Refinance Cash Out
 VA                        07/26/2001                           380710.08                           37135.00
 201750000                 09/01/2001                           7.375                               N
 76.200                    Single Family                        Primary
                                                                                                    Standard
 652611397                 325000.00                            2300.33                             Refinance Cash Out
 CA                        07/16/2001                           324764.77                           37135.00
 945830000                 09/01/2001                           7.625                               N
 54.167                    Single Family                        Primary                             Standard
 652612626                 72000.00                             522.05                              Refinance
 GA                        07/13/2001                           71950.45                            37135.00
 303600000                 09/01/2001                           7.875                               N
 57.600                    Single Family                        Primary
                                                                                                    Stated Income
 652613227                 338000.00                            2334.49                             Purchase
 CA                        08/07/2001                           338000.00                           37135.00
 926770000                 10/01/2001                           7.375                               N
 65.251                    PUD                                  Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 652613532                 416000.00                            2944.43                             Refinance Cash Out
 CA                        07/15/2001                           415698.90                           37135.00
 940800000                 09/01/2001                           7.625                               N
 73.628                    Single Family                        Primary
                                                                                                    Standard
 652613902                 345000.00                            2441.89                             Refinance Cash Out
 GA                        07/14/2001                           344750.30                           37135.00
 315220000                 09/01/2001                           7.625                               N
 62.727                    Single Family                        Primary                             Standard
 652617713                 300000.00                            2123.39                             Refinance
 CA                        07/11/2001                           299782.86                           37135.00
 920276500                 09/01/2001                           7.625                               N
 85.714                    PUD                                  Primary
                                                                                                    Standard
 652618447                 384000.00                            2652.2                              Refinance
 CA                        07/26/2001                           383707.80                           37135.00
 913810000                 09/01/2001                           7.375                               N
 76.800                    Single Family                        Primary                             Standard
 652620094                 410000.00                            2901.96                             Refinance Cash Out
 CA                        07/14/2001                           409703.25                           37135.00
 926600000                 09/01/2001                           7.625                               N
 68.333                    Single Family                        Primary
                                                                                                    Standard
 652620701                 291500.00                            1963.89                             Refinance Cash Out
 CA                        07/20/2001                           291266.89                           37135.00
 930630000                 09/01/2001                           7.125                               N
 72.875                    Single Family                        Primary                             Standard
 652621373                 420000.00                            2900.84                             Refinance Cash Out
 VA                        07/25/2001                           419680.41                           37135.00
 221810000                 09/01/2001                           7.375                               N
 70.000                    Single Family                        Primary
                                                                                                    Standard
 652621668                 383000.00                            2645.29                             Refinance
 CA                        07/24/2001                           382708.56                           37135.00
 951350000                 09/01/2001                           7.375                               N
 75.394                    CondominiumLow Rise                  Primary                             Standard
 652624280                 400000.00                            2762.71                             Refinance Cash Out
 CA                        07/23/2001                           399695.62                           37135.00
 902720000                 09/01/2001                           7.375                               N
 70.175                    CondominiumLow Rise                  Primary
                                                                                                    Standard
 652626249                 455000.00                            3220.47                             Refinance Cash Out
 SC                        07/23/2001                           454670.68                           37135.00
 299100000                 09/01/2001                           7.625                               N
 57.962                    Single Family                        Primary                             Standard
 652630293                 368000.00                            2448.32                             Refinance Cash Out
 NH                        08/18/2001                           368000.00                           37135.00
 038620000                 10/01/2001                           7.000                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 652630631                 360000.00                            2548.06                             Refinance Cash Out
 CA                        07/24/2001                           359739.44                           37135.00
 902770000                 09/01/2001                           7.625                               N
 74.227                    CondominiumLow Rise                  Primary                             Standard
 652630713                 388000.00                            2679.82                             Purchase
 CA                        08/03/2001                           388000.00                           37135.00
 926770000                 10/01/2001                           7.375                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 652632533                 401500.00                            2604.13                             Refinance
 CA                        08/03/2001                           401500.00                           37135.00
 926910000                 10/01/2001                           6.750                               N
 60.833                    Single Family                        Primary                             Family First Direct
 652632659                 390000.00                            3138.03                             Refinance Cash Out
 CA                        07/23/2001                           389786.97                           37135.00
 940800000                 09/01/2001                           9.000                               N
 74.286                    Single Family                        Primary
                                                                                                    Standard
 652633386                 425000.00                            2899.25                             Refinance Cash Out
 CA                        07/23/2001                           421611.15                           37165.00
 934630000                 09/01/2001                           7.250                               N
 47.753                    Single Family                        Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 652638483                 405000.00                            2797.24                             Refinance Cash Out
 CA                        07/24/2001                           404691.82                           37135.00
 920090000                 09/01/2001                           7.375                               N
 61.364                    PUD                                  Primary
                                                                                                    Standard
 652642260                 351300.00                            2426.35                             Refinance
 CA                        08/03/2001                           350940.79                           37135.00
 913213504                 09/01/2001                           7.375                               N
 79.841                    Single Family                        Primary                             Standard
 652647797                 400000.00                            2594.4                              Refinance Cash Out
 CA                        08/11/2001                           400000.00                           37135.00
 954720000                 10/01/2001                           6.750                               N
 73.937                    Single Family                        Primary
                                                                                                    Standard
 652648870                 658000.00                            4433.07                             Refinance
 OR                        08/20/2001                           658000.00                           37135.00
 972290000                 10/01/2001                           7.125                               N
 67.487                    Single Family                        Primary                             Standard
 652658117                 312000.00                            2154.91                             Refinance Cash Out
 CA                        08/18/2001                           312000.00                           37135.00
 926480000                 10/01/2001                           7.375                               N
 74.641                    PUD                                  Primary
                                                                                                    Standard
 652679378                 344000.00                            2346.69                             Refinance Cash Out
 CA                        08/23/2001                           344000.00                           37135.00
 928210000                 10/01/2001                           7.250                               N
 80.000                    PUD                                  Primary                             Standard
 685035521                 271348.00                            1803.47                             Purchase
 NH                        07/03/2001                           271125.13                           37135.00
 030360000                 09/01/2001                           6.990                               N
 90.000                    Single Family                        Primary
                                                                                                    Standard
 685063083                 472000.00                            3300.3                              Refinance Cash Out
 NY                        04/12/2001                           470585.61                           37135.00
 113570000                 06/01/2001                           7.500                               N
 69.926                    Single Family                        Primary                             Standard
 685068713                 400000.00                            2796.86                             Refinance Cash Out
 MA                        06/29/2001                           399404.42                           37135.00
 020250000                 08/01/2001                           7.500                               N
 69.565                    Single Family                        Primary
                                                                                                    Standard
 685078731                 275000.00                            1806.56                             Refinance
 NJ                        06/29/2001                           273734.31                           37135.00
 078760000                 08/01/2001                           6.875                               N
 78.571                    Single Family                        Primary                             Extreme Express
 685083655                 350000.00                            2447.26                             Refinance Cash Out
 CA                        06/22/2001                           349478.86                           37135.00
 940440000                 08/01/2001                           7.500                               N
 36.842                    Single Family                        Primary
                                                                                                    Standard
 685085176                 304800.00                            2131.21                             Refinance
 CA                        06/27/2001                           304346.17                           37135.00
 954010000                 08/01/2001                           7.500                               N
 89.647                    Single Family                        Primary                             Standard
 685091364                 400000.00                            2728.71                             Refinance
 MI                        07/25/2001                           399687.96                           37165.00
 483560000                 09/01/2001                           7.250                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 685092747                 285000.00                            2129.36                             Refinance Cash Out
 FL                        06/20/2001                           284361.13                           37135.00
 330656606                 08/01/2001                           7.625                               N
 69.512                    Single Family                        Primary                             Standard
 685095089                 413500.00                            2891.26                             Refinance Cash Out
 CA                        07/12/2001                           413193.12                           37135.00
 926770000                 09/01/2001                           7.500                               N
 49.226                    PUD                                  Primary
                                                                                                    Standard
 685095427                 375000.00                            2654.23                             Refinance Cash Out
 GA                        07/17/2001                           374728.58                           37135.00
 300050000                 09/01/2001                           7.625                               N
 69.703                    PUD                                  Primary                             Standard





 LOAN_ID                   ORIGINAL_LOAN_AMOUNT                MONTHLY_P_AND_I                     PURPOSE
 PROP_STATE                NOTE_DATE                           ISSUE_DATE_BALANCE                  PAID_TO_DATE
 PROP_ZIP_CODE             FIRST_PAYMENT_DATE                  NOTE_RATE                           LOAN_BUYDOWN_IND
 LTV                       PROPERTY_TYPE                       OCCUPANCY                           PROCESSING_STYLE
 685096323                 408000.00                            2887.8                              Purchase
 NJ                        07/09/2001                           407704.70                           37135.00
 070400000                 09/01/2001                           7.625                               N
 80.000                    Single Family                        Primary
                                                                                                    Standard
 685096737                 340000.00                            2377.33                             Refinance Cash Out
 CA                        07/11/2001                           339747.67                           37135.00
 926920000                 09/01/2001                           7.500                               N
 44.444                    PUD                                  Primary                             Standard
 685096841                 452000.00                            3083.44                             Purchase
 AZ                        07/07/2001                           451647.39                           37135.00
 852530000                 09/01/2001                           7.250                               N
 79.823                    Single Family                        Primary
                                                                                                    Standard
 685097872                 375000.00                            2558.17                             Purchase
 MD                        07/24/2001                           374707.46                           37135.00
 216710000                 09/01/2001                           7.250                               N
 78.947                    Single Family                        Second Home                         Standard
 685097948                 602100.00                            4158.56                             Refinance
 CA                        07/17/2001                           591641.85                           37135.00
 902740000                 09/01/2001                           7.375                               N
 66.900                    Single Family                        Primary
                                                                                                    Standard
 685099020                 449900.00                            2993.2                              Refinance
 CA                        07/11/2001                           449531.22                           37135.00
 945020000                 09/01/2001                           7.000                               N
 70.297                    Single Family                        Primary                             Standard
 685100918                 424600.00                            2932.61                             Refinance Cash Out
 CA                        07/21/2001                           424276.91                           37135.00
 902770000                 09/01/2001                           7.375                               N
 75.552                    Single Family                        Primary
                                                                                                    Standard
 702001987                 330000.00                            2307.41                             Refinance Cash Out
 AZ                        07/18/2001                           329755.09                           37135.00
 852680000                 09/01/2001                           7.500                               N
 61.914                    PUD                                  Primary                             Standard
 702003188                 292553.00                            2121.21                             Purchase
 NV                        06/27/2001                           292149.02                           37135.00
 890520000                 08/01/2001                           7.875                               N
 80.000                    PUD                                  Primary
                                                                                                    Standard
 702003215                 303200.00                            2094.13                             Purchase
 GA                        06/29/2001                           302737.16                           37135.00
 303060000                 08/01/2001                           7.375                               N
 80.000                    Single Family                        Primary                             Standard
 702003490                 369000.00                            2486.02                             Purchase
 GA                        07/18/2001                           368496.12                           37135.00
 301840000                 09/01/2001                           7.125                               N
 90.000                    Single Family                        Primary
                                                                                                    Standard
 702003531                 551200.00                            3713.54                             Purchase
 NV                        07/16/2001                           550759.21                           37135.00
 894390000                 09/01/2001                           7.125                               N
 80.000                    Single Family                        Primary                             Standard
 702003566                 367000.00                            2566.12                             Purchase
 MS                        07/20/2001                           366727.63                           37135.00
 395036203                 09/01/2001                           7.500                               N
 85.948                    Single Family                        Primary
                                                                                                    Standard
 702003593                 388000.00                            2679.82                             Purchase
 MS                        07/09/2001                           387704.76                           37135.00
 391580000                 09/01/2001                           7.375                               N
 80.000                    PUD                                  Primary                             Standard
 702003961                 292600.00                            2045.91                             Purchase
 GA                        07/30/2001                           292382.84                           37135.00
 310880000                 09/01/2001                           7.500                               N
 95.000                    Single Family                        Primary
                                                                                                    Standard
</TABLE>
<PAGE>

<PAGE>



                                    EXHIBIT F

                           FORM OF REQUEST FOR RELEASE


To:     Escrow Bank USA
        100 Witmer Road
        Horsham, Pennsylvania  19044
        Attn:  [____________]

     Re:  Custodial  Agreement  dated as of September 26, 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,
pursuant to the above-captioned Custodial Agreement, we request the release, and
hereby acknowledge  receipt,  of the Custodian's  Mortgage Note for the Mortgage
Loan described  below, for the reason  indicated.  All amounts received or to be
received in  connection  with the  liquidation  or other  termination  of or the
payment in full and the  termination of the Mortgage Loan  described  below that
are required to be deposited  pursuant to the Pooling and  Servicing  Agreement,
dated as of September 26, 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:
                                                   ----------------------------

Documents Returned to Custodian


By:
     -------------------------------
Date:
       -----------------------------

                                        F-1

<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-J5, 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.


                                        G-1-1

<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 Code 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.

                                        G-1-2

<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.

                                        G-1-3

<PAGE>


               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this 26th day of September, 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 26th day of September, 2001.





                                                 NOTARY PUBLIC



                                            COUNTY OF
                                                     ---------------------------
                                            STATE OF
                                                    ----------------------------
                               My Commission  expires the ____ day of ____,20__.



                                        G-1-4
<PAGE>


                                   EXHIBIT G-2


                         FORM OF TRANSFEROR CERTIFICATE


                                             __________, 20___

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

Bank One, National Association
1 Bank One, Plaza, Suite IL-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2001-J5

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J5, 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-J5,  Class R-[ ] (the  "Certificates"),  pursuant to
Section 5.02 of the Pooling and Servicing  Agreement (the "Pooling and Servicing
Agreement"),  dated as of September 26, 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
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-[ ]

                                        G-2-1
<PAGE>

Certificate  may not be respected for United States income tax purposes (and the
Seller may  continue  to be liable for United  States  income  taxes  associated
therewith) unless the Seller has conducted such an investigation.

4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.


                                            Very truly yours,

                                            ____________________________
                                            (Seller)



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


                                        G-2-2
<PAGE>



                                    EXHIBIT H


                     FORM OF INVESTOR REPRESENTATION LETTER


                                                                , 20
                                    ----------------------------    ----

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Bank One, National Association
1 Bank One, Plaza, Suite IL-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2001-J5

               RE:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J5, [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-J5, Class (the "Certificates"),
issued  pursuant  to the Pooling  and  Servicing  Agreement  (the  "Pooling  and
Servicing  Agreement"),  dated as of September 26, 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.

                                        H-1
<PAGE>

2.   The  Purchaser  is  acquiring  the  Certificates  for its own  account  for
     investment  only and not with a view to or for sale in connection  with any
     distribution  thereof  in any  manner  that  would  violate  the Act or any
     applicable state securities laws.

3.   The Purchaser is (a) a substantial,  sophisticated  institutional  investor
     having such  knowledge and  experience  in financial and business  matters,
     and, in particular,  in such matters  related to securities  similar to the
     Certificates, such that it is capable of evaluating the merits and risks of
     investment in the Certificates, (b) able to bear the economic risks of such
     an investment and (c) an "accredited  investor"  within the meaning of Rule
     501(a) promulgated pursuant to the Act.

4.   The Purchaser has been furnished with, and has had an opportunity to review
     (a) a copy of the Private Placement  Memorandum,  dated  __________,  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.

                                        H-2
<PAGE>

6.      The Purchaser

(a)  is  not an  employee  benefit  or  other  plan  subject  to the  prohibited
     transaction  provisions of the Employee  Retirement  Income Security Act of
     1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
     1986, as amended (a "Plan"),  or any other person  (including an investment
     manager,  a named  fiduciary or a trustee of any Plan) acting,  directly or
     indirectly,  on behalf of or purchasing any Certificate  with "plan assets"
     of  any  Plan  within  the  meaning  of the  Department  of  Labor  ("DOL")
     regulation at 29 C.F.R. ss.2510.3-101; or

(b)  is an insurance  company,  the source of funds to be used by it to purchase
     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:
                                                  -----------------------------



                                        H-3

<PAGE>


                                    EXHIBIT I


                    FORM OF TRANSFEROR REPRESENTATION LETTER


                                                                   , 20
                                                      -------------    --

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Bank One, National Association
1 Bank One, Plaza, Suite IL-0481
Chicago, Illinois 60670-0481

Attention: Residential Asset Mortgage Products, Inc.,  Series 2001-J5

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J5, [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-J5, Class (the "Certificates"),
issued  pursuant  to the Pooling  and  Servicing  Agreement  (the  "Pooling  and
Servicing  Agreement"),  dated as of September 26, 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

                                        I-1

<PAGE>


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:
                                                  -----------------------------


                                        I-2
<PAGE>



                                    EXHIBIT J


                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

             Description of Rule 144A Securities, including numbers:






               The  undersigned  seller,  as registered  holder (the  "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

1. In  connection  with such  transfer  and in  accordance  with the  agreements
pursuant  to which the Rule 144A  Securities  were  issued,  the  Seller  hereby
certifies  the  following  facts:  Neither  the Seller nor anyone  acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A  Securities,  any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition  of  the  Rule  144A  Securities,  any  interest  in the  Rule  144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

2. The Buyer  warrants and represents  to, and covenants  with, the Seller,  the
Trustee and the Servicer (as defined in the Pooling and Servicing Agreement (the
"Agreement"),  dated as of September 26, 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.

                                        J-1

<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.

                                        J-2

<PAGE>


               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.


Print Name of Seller                              Print Name of Buyer
By:                                               By:
   ------------------------------------------
   Name:                                             Name:
   Title:                                            Title:
Taxpayer Identification                           Taxpayer Identification:
No.                                               No:
   ------------------------------------------
Date:                                             Date:
     ----------------------------------------


                                        J-3

<PAGE>


                              ANNEX 1 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

     1. As indicated  below,  the undersigned is the President,  Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

               2. In  connection  with  purchases  by the Buyer,  the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a  discretionary  basis $ in securities  (except for the excluded  securities
referred  to below) as of the end of the Buyer's  most recent  fiscal year (such
amount  being  calculated  in  accordance  with  Rule  144A)  and (ii) the Buyer
satisfies the criteria in the category marked below.

--   Corporation,  etc. The Buyer is a corporation  (other than a bank,  savings
     and loan  association  or similar  institution),  Massachusetts  or similar
     business  trust,  partnership,  or  charitable  organization  described  in
     Section 501(c)(3) of the Internal Revenue Code.

--   Bank.  The Buyer (a) is a national  bank or banking  institution  organized
     under the laws of any State,  territory or the  District of  Columbia,  the
     business of which is substantially confined to banking and is supervised by
     the State or  territorial  banking  commission or similar  official or is a
     foreign bank or equivalent institution, and (b) has an audited net worth of
     at  least  $25,000,000  as  demonstrated  in its  latest  annual  financial
     statements, a copy of which is attached hereto.

--   Savings and Loan. The Buyer (a) is a savings and loan association, building
     and loan association,  cooperative bank,  homestead  association or similar
     institution,  which  is  supervised  and  examined  by a State  or  Federal
     authority  having  supervision  over any such  institutions or is a foreign
     savings  and loan  association  or  equivalent  institution  and (b) has an
     audited net worth of at least  $25,000,000  as  demonstrated  in its latest
     annual financial statements.

--   Broker-Dealer.  The Buyer is a dealer registered  pursuant to Section 15 of
     the Securities Exchange Act of 1934.

--   Insurance  Company.  The Buyer is an insurance  company  whose  primary and
     predominant business activity is the writing of insurance or the reinsuring
     of risks  underwritten  by  insurance  companies  and which is  subject  to
     supervision by the insurance  commissioner or a similar  official or agency
     of a State or territory or the District of Columbia.


                                        J-1-1

<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.

                                        J-1-2

<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:
                                                 ------------------------------


                                        J-1-3


<PAGE>


                              ANNEX 2 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

               1. As indicated  below,  the undersigned is the President,  Chief
 Financial  Officer or Senior Vice  President of the Buyer or, if the Buyer is a
 "qualified  institutional buyer" as that term is defined in Rule 144A under the
 Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a Family  of
 Investment Companies (as defined below), is such an officer of the Adviser.

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
 "qualified  institutional  buyer" as defined in SEC Rule 144A  because  (i) the
 Buyer is an investment  company  registered under the Investment Company Act of
 1940,  and (ii) as marked  below,  the Buyer  alone,  or the Buyer's  Family of
 Investment Companies, owned at least $100,000,000 in securities (other than the
 excluded securities referred to below) as of the end of the Buyer's most recent
 fiscal year. For purposes of determining the amount of securities  owned by the
 Buyer  or the  Buyer's  Family  of  Investment  Companies,  the  cost  of  such
 securities was used.

--   The  Buyer  owned  $_________  in  securities   (other  than  the  excluded
     securities  referred  to below) as of the end of the  Buyer's  most  recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

--   The Buyer is part of a Family of  Investment  Companies  which owned in the
     aggregate  $__________  in securities  (other than the excluded  securities
     referred  to below) as of the end of the Buyer's  most  recent  fiscal year
     (such amount being calculated in accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
 two or more registered  investment  companies (or series thereof) that have the
 same investment  adviser or investment  advisers that are affiliated (by virtue
 of  being  majority  owned  subsidiaries  of the same  parent  or  because  one
 investment adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
 securities  of issuers  that are  affiliated  with the Buyer or are part of the
 Buyer's   Family  of  Investment   Companies,   (ii)  bank  deposit  notes  and
 certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
 (v) securities  owned but subject to a repurchase  agreement and (vi) currency,
 interest rate and commodity swaps.

               5. The Buyer is familiar with Rule 144A and understands that each
 of the  parties  to  which  this  certification  is made are  relying  and will
 continue to rely on the statements made herein because one or more sales to the
 Buyer  will be in  reliance  on Rule  144A.  In  addition,  the Buyer will only
 purchase for the Buyer's own account.

                                        J-2-1
<PAGE>

               6. The undersigned  will notify each of the parties to which this
 certification is made of any changes in the information and conclusions herein.
 Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
 a reaffirmation of this certification by the undersigned as of the date of such
 purchase.




                                            Print Name of Buyer


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


                                            IF AN ADVISER:



                                            Print Name of Buyer


                                            Date:
                                                 ------------------------------


                                        J-2-2

<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-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J5

               Re:    GMACM Mortgage Pass-Through Certificates, Series
                                                                -------
                      2001-J5 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
September 26, 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


                                        K-1
<PAGE>

(iv) such  assignment  is at the  request  of the  borrower  under  the  related
Mortgage Loan.



                                            Very truly yours,



                                    (Lender)


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



                                        K-2

<PAGE>

                                   EXHIBIT L


                         SCHEDULE OF DISCOUNT FRACTIONS


     Loan
    Number   Scheduled Balances       Net RatePO Amount       Discount Fraction
------------------------------------------------------------------------------
     512541608     474386.57         6.625            $8,784.94    0.01851852
     516316502     274768.96         6.625            $5,088.31    0.01851852
     516341906     474060.15         6.500           $17,557.78    0.03703704
     517946307     388000.00         6.375           $21,555.56    0.05555556
     685078731     273734.31         6.625            $5,069.15    0.01851852
     685035521     271125.13         6.740              $401.67    0.00148148
     652632533     401500.00         6.500           $14,870.37    0.03703704
     652603818     363694.19         6.625            $6,735.08    0.01851852
     600165800     623470.12         6.625           $11,545.74    0.01851852
     600164927     399647.09         6.375           $22,202.62    0.05555556
     600162459     649440.36         6.500           $24,053.35    0.03703704
     600157914     383677.39         6.625            $7,105.14    0.01851852
     600152504     649440.36         6.500           $24,053.35    0.03703704
     600149873     444616.87         6.500           $16,467.29    0.03703704
     600148474     679428.71         6.625           $12,582.01    0.01851852
     600140942     561053.00         6.625           $10,389.87    0.01851852
     600137268     393086.48         6.625            $7,279.38    0.01851852
     600127229     488339.15         6.625            $9,043.32    0.01851852
     600076869     282793.32         6.625            $5,236.91    0.01851852
     518095609     628000.00         6.625           $11,629.63    0.01851852
     518036702     297600.00         6.500           $11,022.22    0.03703704
     517983201     632000.00         6.625           $11,703.70    0.01851852
     517921805     304000.00         6.625            $5,629.63    0.01851852
     517903803     308000.00         6.500           $11,407.41    0.03703704
     517615001     419629.44         6.375           $23,312.75    0.05555556
     517518601     303561.38         6.625            $5,621.51    0.01851852
     517395505     392900.00         6.500           $14,551.85    0.03703704
     517294500     518314.19         6.625            $9,598.41    0.01851852
     517258901     400000.00         6.500           $14,814.81    0.03703704
     517181509     399655.60         6.500           $14,802.06    0.03703704
     517047601     432000.00         6.375           $24,000.00    0.05555556
     516947900     515000.00         6.375           $28,611.11    0.05555556
     516943107     290000.00         6.500           $10,740.74    0.03703704
     516941507     349705.95         6.625            $6,476.04    0.01851852
     516873700     439200.00         6.500           $16,266.67    0.03703704
     516795903     305643.00         6.625            $5,660.06    0.01851852
     516787306     420800.00         6.625            $7,792.59    0.01851852
     516778305     327511.22         6.500           $12,130.05    0.03703704
     516521804     463116.87         6.375           $25,728.72    0.05555556
     516407301     362545.33         6.625            $6,713.80    0.01851852
     516315900     624474.92         6.625           $11,564.35    0.01851852
     516126505     348274.84         6.500           $12,899.07    0.03703704
     515909406     329615.96         6.500           $12,208.00    0.03703704
     515180909     346065.12         6.625            $6,408.61    0.01851852
     515174001     342300.00         6.625            $6,338.89    0.01851852
     514546209     499558.86         6.375           $27,753.27    0.05555556
     508647104     353974.97         6.500           $13,110.18    0.03703704
     508537701     314735.36         6.625            $5,828.43    0.01851852
     517394300     444700.00         6.500           $16,470.37    0.03703704
     517897203     650000.00         6.500           $24,074.07    0.03703704
     517699104     390000.00         6.250           $28,888.89    0.07407407
     518028402     312000.00         6.625            $5,777.78    0.01851852
     600172592     388000.00         6.375           $21,555.56    0.05555556
     517333407     348000.00         6.625            $6,444.44    0.01851852
     600156895     439621.16         6.500           $16,282.27    0.03703704
     600175400     340000.00         6.625            $6,296.30    0.01851852
     517991303     344000.00         6.375           $19,111.11    0.05555556
     517888202     572000.00         6.250           $42,370.37    0.07407407
     518538806     434950.00         6.625            $8,054.63    0.01851852
     517731808     265000.00         6.500            $9,814.81    0.03703704
     518377007     576000.00         6.625           $10,666.67    0.01851852
     652647797     400000.00         6.500           $14,814.81    0.03703704
     518186101     600000.00         6.500           $22,222.22    0.03703704
     518684600     575000.00         6.125           $53,240.74    0.09259259
     518258009     364000.00         6.375           $20,222.22    0.05555556
     518455704     288000.00         6.500           $10,666.67    0.03703704
     600173011     425000.00         6.500           $15,740.74    0.03703704
     516938701     280000.00         6.500           $10,370.37    0.03703704
     518614201     407200.00         6.500           $15,081.48    0.03703704
     518519905     284000.00         6.375           $15,777.78    0.05555556


<PAGE>



                                   EXHIBIT M


                          INFORMATION TO BE INCLUDED IN
                       MONTHLY DISTRIBUTION DATE STATEMENT



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

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

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

(iv)    the amount of any Advance by the Servicer pursuant to Section 4.04;

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

(vi)    the  Guaranteed   Distribution  for  such  Distribution  Date,  and  the
        respective  portions thereof allocable to principal and interest for the
        Insured Certificates;

(vii)   the amount of any 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;

                                        M-1
<PAGE>

(xii)   the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of
        the close of business on such Distribution Date and a description of any
        change in the calculation of such amounts;

(xiii) the Pass-Through Rate with respect to the Class IO Certificates,  if any,
     thereof;

(xiv)the  occurrence  of the Credit  Support  Depletion  Date and the  Accretion
     Termination Date;

(xv) the related Senior Accelerated  Distribution  Percentage applicable to such
     distribution;

(xvi)   the related Senior Percentage for such Distribution Date;

(xvii)  the amount of Realized Losses  allocated on such  Distribution  Date and
        the cumulative amount of Realized Losses as of such  Distribution  Date;
        and

(xviii) if any of the Class M  Certificates  are held by a Depository,  a legend
        substantially in the form of Exhibit H-3, referencing such Certificates.

In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts  shall be expressed  as a dollar  amount per  Certificate  with a $1,000
denomination.


                                        M-2


<PAGE>


                                    EXHIBIT N
                         FORM OF CUSTODIAN CERTIFICATION


September 26, 2001

Bank One, National Association,
as Trustee
1 Bank One Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation.
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J5

          Re:  Custodial  Agreement dated as of September 26, 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, the undersigned,  as Custodian, hereby certifies that it has received
the  following  with respect to each  Mortgage  Loan listed in the Mortgage Loan
Schedule:

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

                      (b) A lost note affidavit from the Seller stating that the
        original  Mortgage  Note was  lost,  misplaced  or  destroyed,  and,  if
        available, a copy of the original Mortgage Note; provided, however, that
        in the case of a Mortgage  Loan which has been prepaid in full after the
        Cut-off  Date and prior to the  Closing  Date,  the  Seller,  in lieu of
        delivering the above documents, may deliver to the Custodian, if any, or
        the  Trustee,  a  certification  to such  effect and shall  deposit  all
        amounts paid in respect of such Mortgage Loan in the Payment  Account on
        the Closing Date.

               The  Custodian  further  certifies  that  it  has  reviewed  each
Mortgage  Note  and the  Mortgage  Loan  Schedule  and has  determined  that the

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Mortgage  Note has been  executed  and that the  Mortgage  Notes  relate  to the
Mortgage  Loans  identified on the Mortgage Loan  Schedule,  with any exceptions
listed on Schedule A attached hereto.

               Capitalized  terms used  herein  that are not  otherwise  defined
shall  have the  meanings  assigned  thereto  in the  above-captioned  Custodial
Agreement.

                                            ESCROW BANK USA,
                                            as Custodian



                                            By:_______________________________
                                      Name:
                                     Title:


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                             SCHEDULE A TO EXHIBIT N

                      EXCEPTIONS TO CUSTODIAN CERTIFICATION

                                        N-3


<PAGE>

                                    EXHIBIT O

                                   MBIA POLICY
                                 (See attached)

<PAGE>