EXECUTION COPY

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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                    Company,

                           GMAC MORTGAGE CORPORATION,
                                    Servicer

                                       and

                              JPMORGAN CHASE BANK,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 25, 2003

                        GMACM Mortgage Loan Trust 2003-J8
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2003-J8


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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.........................................39

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........39

        Section 2.01.     Conveyance of Mortgage Loans.....................................39

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

        Section 2.03.     Representations, Warranties and Covenants of the Servicer........44

        Section 2.04.     Representations and Warranties of the Seller.....................45

        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 Seller's 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.........................................................57

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

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

                                        i
<PAGE>


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

        Section 3.16.     Servicing and Other Compensation; Compensating Interest..........64

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

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

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

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

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

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................67

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

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

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

        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property....79

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

ARTICLE V         THE CERTIFICATES.........................................................79

        Section 5.01.     The Certificates.................................................79

        Section 5.02.     Registration of Transfer and Exchange of Certificates............81

        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates................86

        Section 5.04.     Persons Deemed Owners............................................87

        Section 5.05.     Appointment of Paying Agent......................................87

        Section 5.06.     Optional Purchase of Certificates................................87

ARTICLE VI        THE COMPANY AND THE SERVICER.............................................89

        Section 6.01.     Respective Liabilities of the Company and the Servicer...........89

        Section 6.02.     Merger or Consolidation of the Company or the Servicer;
                          Assignment of Rights and Delegation of Duties by Servicer........89

        Section 6.03.     Limitation on Liability of the Company, the Servicer and
                          Others...........................................................90

        Section 6.04.     Company and Servicer Not to Resign...............................91

ARTICLE VII       DEFAULT..................................................................91

                                        ii
<PAGE>


        Section 7.01.     Events of Default................................................91

        Section 7.02.     Trustee to Act; Appointment of Successor.........................93

        Section 7.03.     Notification to Certificateholders...............................94

        Section 7.04.     Waiver of Events of Default......................................95

ARTICLE VIII      CONCERNING THE TRUSTEE...................................................95

        Section 8.01.     Duties of Trustee................................................95

        Section 8.02.     Certain Matters Affecting the Trustee............................97

        Section 8.03.     Trustee Not Liable for Certificates or Mortgage Loans............98

        Section 8.04.     Trustee May Own Certificates.....................................99

        Section 8.05.     Servicer to Pay Trustee's Fees and Expenses; Indemnification.....99

        Section 8.06.     Eligibility Requirements for Trustee.............................99

        Section 8.07.     Resignation and Removal of the Trustee..........................100

        Section 8.08.     Successor Trustee...............................................101

        Section 8.09.     Merger or Consolidation of Trustee..............................101

        Section 8.10.     Appointment of Co-Trustee or Separate Trustee...................101

        Section 8.11.     Appointment of Custodians.......................................102

        Section 8.12.     Appointment of Office or Agency.................................103

ARTICLE IX        TERMINATION.............................................................103

        Section 9.01.     Termination Upon Purchase by the Servicer or Liquidation of
                          All Mortgage Loans..............................................103

        Section 9.02.     Additional Termination Requirements.............................105

ARTICLE X         REMIC PROVISIONS........................................................106

        Section 10.01.    REMIC Administration............................................106

        Section 10.02.    Servicer, REMIC Administrator and Trustee Indemnification.......109

        Section 10.03.    Designation of REMIC(s).........................................110

        Section 10.04.    Distributions on Uncertificated REMIC I Regular Interests
                          and REMIC II Regular Interests..................................110

        Section 10.05.    Compliance with Withholding Requirements........................111

ARTICLE XI        MISCELLANEOUS PROVISIONS................................................112

        Section 11.01.    Amendment.......................................................112

        Section 11.02.    Recordation of Agreement; Counterparts..........................113

        Section 11.03.    Limitation on Rights of Certificateholders......................114

                                        iii
<PAGE>


        Section 11.04.    Governing Law...................................................115

        Section 11.05.    Notices.........................................................115

        Section 11.06.    Required Notices to Rating Agency and Subservicer...............115

        Section 11.07.    Severability of Provisions......................................116

        Section 11.08.    Supplemental Provisions for Resecuritization....................116

        Section 11.09.    Allocation of Voting Rights.....................................117

        Section 11.10.    Non-Petition....................................................117
</TABLE>

                                        iv

<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                    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-1  Form of Form 10-K Certification
Exhibit O-2  Form of Back-Up Certification to Form 10-K Certificate

                                        v
<PAGE>

        This is the Pooling and  Servicing  Agreement,  dated as of November 25,
2003 (the "Pooling and Servicing  Agreement" or "Agreement"),  among RESIDENTIAL
ASSET  MORTGAGE  PRODUCTS,  INC.,  as the company  (together  with its permitted
successors and assigns, the "Company"),  GMAC MORTGAGE CORPORATION,  as servicer
(together  with its  permitted  successors  and assigns,  the  "Servicer"),  and
JPMORGAN CHASE BANK, a New York State banking corporation,  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>


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

<S>                     <C>         <C>                         <C> <C>
     Class A            5.25%       $499,877,000.00    December 25, 2033          Class A
    Class M-1           5.25%         $6,445,000.00    December 25, 2033          Class M-1
    Class M-2           5.25%         $3,093,000.00    December 25, 2033          Class M-2
    Class M-3           5.25%         $1,546,000.00    December 25, 2033          Class M-3
    Class B-1           5.25%         $1,031,000.00    December 25, 2033          Class B-1
    Class B-2           5.25%           $773,000.00    December 25, 2033          Class B-2
    Class B-3           5.25%           $776,018.00    December 25, 2033          Class B-3
     Class IO            2                    $0.00    December 25, 2033          Class IO
     Class PO           0.00%         $2,078,131.00    December 25, 2033          Class PO

</TABLE>
____________

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

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

                                       2
<PAGE>


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



                                       3
<PAGE>


<TABLE>
<CAPTION>

                          AGGREGATE
                            INITIAL
                PASS-     CERTIFICATE
                THROUGH    PRINCIPAL
 DESIGNATION     RATE       BALANCE      FEATURES(1)                  MATURITY DATE      S&P     DENOMINATIONS(2)
 -----------     ----       -------      --------                     -------------      ---     --------------
<S>              <C>     <C>                                                    <C>                  <C>
Class A          5.25%   $499,877,000.00     Senior/Fixed Rate         December 25,    AAA/AAA       $25,000.00
                                                                            2033
Class PO         0.00%   $2,078,131.00     Senior/Principal Only       December 25,    AAA/AAA       $25,000.00
                                                                            2033
Class IO        Variable         $0.00(4)     Senior/Interest          December 25,    AAA/AAA       $25,000.005
                Rate(3)                        Only/Variable Rate            2033
Class R-I        5.25%          $50.00   Senior/Residual/Fixed Rate    December 25,    AAA/AAA             (6)
                                                                            2033
Class R-II       5.25%          $50.00   Senior/Residual/Fixed Rate    December 25,    AAA/AAA
                                                                            2033
Class M-1        5.25%   $6,445,000.00      Mezzanine/Fixed Rate       December 25,     AA/NA        $25,000.00
                                                                            2033
Class M-2        5.25%   $3,093,000.00      Mezzanine/Fixed Rate       December 25,      A/NA       $250,000.00
                                                                            2033
Class M-3        5.25%   $1,546,000.00      Mezzanine/Fixed Rate       December 25,     BBB/NA      $250,000.00
                                                                            2033
Class B-1        5.25%   $1,031,000.00     Subordinate/Fixed Rate      December 25,     BB/NA       $250,000.00
                                                                            2033
Class B-2        5.25%     $773,000.00     Subordinate/Fixed Rate      December 25,      B/NA       $250,000.00
                                                                            2033
Class B-3        5.25%     $776,018.97     Subordinate/Fixed Rate      December 25,     NA/NA       $250,000.00
                                                                            2033

</TABLE>


        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $515,619,250.34.

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

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

3    With respect to the Class IO Certificates and any Distribution Date, a rate
     equal to the weighted  average of the Pool Strip Rate of each  Non-Discount
     Mortgage  Loan  weighted on the basis of the  respective  Stated  Principal
     Balances of such Mortgage  Loans as of the day  immediately  preceding such
     Distribution  Date (or, with respect to the initial  Distribution  Date, at
     the close of business on the Cut-off Date). The initial  Pass-Through  Rate
     for the Class IO Certificates shall be equal to 0.1353%.

4    The initial Notional Amount for the Class IO Certificates shall be equal to
     $459,148,516.53.

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

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


                                       4
<PAGE>


                                   ARTICLE I

                                   DEFINITIONS

Section 1.01...Definitions.

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

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

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

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

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

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

        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


                                       6
<PAGE>

3.12(a),  (iv) any amount  deposited in the Payment Account  pursuant to Section
4.07, and (v) any amount that the Servicer is not permitted to withdraw from the
Custodial Account pursuant to Section 3.16(e),  reduced by (b) the sum as of the
close  of  business  on the  immediately  preceding  Determination  Date  of (w)
aggregate  Foreclosure  Profits, (x) the Amount Held for Future Distribution and
(y) amounts permitted to be withdrawn by the Servicer from the Custodial Account
in respect of the Mortgage Loans  pursuant to clauses  (ii)-(x),  inclusive,  of
Section 3.10(a).

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

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

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

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

               (2) the aggregate amount of Bankruptcy Losses allocated solely to
        one or more specific  Classes of Certificates in accordance with Section
        4.05 since the Relevant Anniversary.

        The Bankruptcy Amount may be further reduced by the Servicer  (including
accelerating  the manner in which such coverage is reduced)  provided that prior


                                       7
<PAGE>

to any such reduction,  the Servicer shall (i) obtain written  confirmation from
each Rating Agency that such reduction  shall not reduce the rating  assigned to
any  Class  of  Certificates  by such  Rating  Agency  below  the  lower  of the
then-current  rating  or the  rating  assigned  to such  Certificates  as of the
Closing  Date by such  Rating  Agency  and (ii)  provide a copy of such  written
confirmation to the Trustee.

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

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

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

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

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

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

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

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

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

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

        Certificate Owner: With respect to a Book-Entry Certificate,  the Person
who is the beneficial owner of such Certificate, as reflected on the books of an


                                       8
<PAGE>

indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository  Participant,  if any,
and otherwise on the books of the Depository.

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

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

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

provided,  however,  that the  Certificate  Principal  Balance  of the  Class of
Subordinate  Certificates  with the Lowest  Priority  at any given time shall be
calculated to equal the Percentage  Interest evidenced by such Certificate times
the excess,  if any, of (A) the then aggregate Stated  Principal  Balance of the
Mortgage Loans over (B) the then aggregate  Certificate Principal Balance of all
other Classes of Certificates then outstanding.

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

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

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

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

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

                                       9
<PAGE>

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

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

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

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

     Class PO Principal Distribution Amount: As defined in Section 4.02(b)(i).

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

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

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

        Closing Date:  November 25, 2003.

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

        Compensating Interest:  With respect to any Distribution Date, an amount
(but not in excess of the  Servicing  Fee for such  Distribution  Date) equal to
Prepayment  Interest  Shortfalls  resulting from  Principal  Prepayments in Full
during the period from the 16th day  through the last day of the prior  calendar
month and resulting from Curtailments during the prior calendar month.

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

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

                                       10
<PAGE>

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

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

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

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

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument is located at 4 New York Plaza,  6th Floor, New York, New York 10004,
Attention: Institutional Trust Services, GMACM 2003-J8.

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

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

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

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

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date:  November 1, 2003.

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

        Debt Service  Reduction:  With respect to any Mortgage Loan, a reduction
in the scheduled  Monthly Payment for such Mortgage Loan by a court of competent


                                       11
<PAGE>

jurisdiction in a proceeding under the Bankruptcy Code,  except such a reduction
constituting a Deficient  Valuation or any reduction that results in a permanent
forgiveness of principal.

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

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

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

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

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

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

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

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

                                       12
<PAGE>

        Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate with respect to any Discount  Mortgage Loans as to
which the  Mortgage  Rate is  modified  pursuant  to  3.07(a))  of less than the
Discount  Net  Mortgage  Rate per annum  and any  Mortgage  Loan  deemed to be a
Discount  Mortgage  Loan  pursuant to the  definition  of  Qualified  Substitute
Mortgage Loan.

        Discount Net Mortgage Rate:  5.25% per annum.

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

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

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

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

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


                                       13
<PAGE>

Payment Account,  a trust account or accounts  maintained in the corporate trust
division  of the  Trustee,  or (iv)  an  account  or  accounts  of a  depository
institution  acceptable  to each Rating  Agency (as evidenced in writing by each
Rating  Agency  that use of any such  account  as the  Custodial  Account or the
Payment Account will not reduce the rating assigned to any Class of Certificates
by such Rating Agency below the lower of the  then-current  rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency).

        Eligible Funds: On any  Distribution  Date, the portion,  if any, of the
Available  Distribution  Amount  remaining after reduction by the sum of (i) the
aggregate  amount of Accrued  Certificate  Interest on the Senior  Certificates,
(ii) the Senior  Principal  Distribution  Amount  (determined  without regard to
Section  4.02(a)(ii)(Y)(D)  hereof),  (iii) the Class PO Principal  Distribution
Amount (determined without regard to Section  4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 Class
B-2  Certificates,  and (v) payment to the Trustee  for any  servicing  transfer
expenses reimbursable to the Trustees pursuant to Section 7.02(a).

        Event of Default:  As defined in Section 7.01.

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

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

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

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

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

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

               (b)  nuclear   reaction  or  nuclear   radiation  or  radioactive
        contamination,  all whether controlled or uncontrolled, and whether such


                                       14
<PAGE>

        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.

        Fitch:  Fitch Ratings or its successor in interest.

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


                                       15
<PAGE>

Rate on such unpaid  principal  balance from the Due Date to which  interest was
last paid by the Mortgagor to the first day of the month  following the month in
which such Cash Liquidation or REO Disposition occurred.

        Fraud Loss  Amount:  As of any date of  determination  after the Cut-off
Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate  outstanding  principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses  allocated  solely to one or more  specific  Classes of  Certificates  in
accordance  with  Section  4.05  since  the  Cut-off  Date  up to  such  date of
determination  and (Y) from the third to the fifth  anniversary  of the  Cut-off
Date,  an amount  equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most  recent  anniversary  of the  Cut-off  Date and (b) 0.50% of the  aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary  of the Cut-off Date minus (2) the aggregate  amount of Fraud Losses
allocated  solely to one or more specific  Classes of Certificates in accordance
with  Section 4.05 since the most recent  anniversary  of the Cut-off Date up to
such date of  determination.  On and after the fifth  anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.

        The Fraud Loss Amount may be further reduced by the Servicer  (including
accelerating  the manner in which such coverage is reduced)  provided that prior
to any such reduction,  the Servicer shall (i) obtain written  confirmation from
each Rating Agency that such reduction  shall not reduce the rating  assigned to
any  Class  of  Certificates  by such  Rating  Agency  below  the  lower  of the
then-current  rating  or the  rating  assigned  to such  Certificates  as of the
Closing  Date by such  Rating  Agency  and (ii)  provide a copy of such  written
confirmation to the Trustee.

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

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

        GMAC:  General Motors Acceptance Corporation, a Delaware corporation.

     GMACM:  GMAC  Mortgage  Corporation,  a  Pennsylvania  corporation,  in its
capacity  as 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.

        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: 1.25% Class B-1: 0.20%
                        Class M-2: 0.60% Class B-2: 0.15%
                        Class M-3: 0.30% Class B-3: 0.15%

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

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

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

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

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

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

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

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

                                       17
<PAGE>

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

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

        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,  December 25,
2033.

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

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

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

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

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

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

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

                                       18
<PAGE>

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

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

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

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

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

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

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

     (v)  Unless  the  Mortgage  Loan is  registered  on the  MERS(R)System,  an
          original  Assignment  or  Assignments  of the  Mortgage  (which may be
          included  in a  blanket  assignment  or  assignments)  from  GMACM  to
          "JPMorgan  Chase  Bank,  as Trustee  under that  certain  Pooling  and
          Servicing  Agreement dated as of November 25, 2003, for GMACM Mortgage
          Pass-Through  Certificates,  Series  2003-J8"  c/o the  Servicer at an
          address  specified  by  the  Servicer,  and  signed  by an  authorized
          officer,  which assignment  shall be in form and substance  acceptable
          for recording.  If the Mortgage Loan was acquired by the assignor in a
          merger,  the assignment must be by " , successor by merger to [name of
          predecessor]".  If the Mortgage Loan was acquired or originated by the
          assignor while doing business under another name, the assignment  must
          be by "_________ formerly known as [previous name]";

     (vi) Originals of all intervening  assignments of mortgage,  which together
          with the Mortgage  shows a complete chain of title from the originator
          to GMACM  (or to  MERS,  if the  Mortgage  Loan is  registered  on the


                                       19
<PAGE>

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

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

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

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

and (II) with respect to each Cooperative Loan:

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

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

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

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

(v)            The Security Agreement;

(vi)           Copies  of  the  original  UCC  financing   statement,   and  any
               continuation   statements,   filed  by  the  originator  of  such
               Cooperative  Loan  as  secured  party,   each  with  evidence  of


                                       20
<PAGE>

               recording  thereof,  evidencing  the  interest of the  originator
               under the Security  Agreement and the  Assignment of  Proprietary
               Lease;

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

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

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

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

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

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

(a) loan number;

(b) state code;

(c) zip code;

(d) the Loan-to-Value Ratio;

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

(f) the first Due Date;

(g) the type of Mortgaged Property;

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

                                       21
<PAGE>

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

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

(k) the occupancy status;

(l) the purpose of the Mortgage Loan;

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

(n) the documentation type; and

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

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

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

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

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

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

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

        Mortgagor:  The obligor on a Mortgage Note.

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

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

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

                                       22
<PAGE>

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

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

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

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

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

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

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

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

        Pass-Through  Rate:  With respect to the Class A  Certificates,  Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rates set forth in the Preliminary  Statement  hereto.  With
respect to the Class IO Certificates and any Distribution  Date, a rate equal to
the weighted average,  expressed as a percentage, of the Pool Strip Rates of all
Non-Discount  Mortgage  Loans  as of the Due  Date in the  related  Due  Period,
weighted  on the  basis of the  respective  Stated  Principal  Balances  of such
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


                                       23
<PAGE>

Distribution Date the Pass-Through Rate is equal to 0.1353% per annum. The Class
PO  Certificates  have no  Pass-Through  Rate and are not  entitled  to  Accrued
Certificate Interest.

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

        Payment Account: The separate and segregated account or accounts created
and maintained pursuant to Section 4.01, which shall be entitled "JPMorgan Chase
Bank,  as trustee,  in trust for the  registered  holders of  Residential  Asset
Mortgage  Products,  Inc.,  GMACM  Mortgage  Pass-Through  Certificates,  Series
2003-J8" 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  timely  payment  of
        principal   and  interest  by  the  United   States  or  any  agency  or
        instrumentality  thereof  when such  obligations  are backed by the full
        faith and credit of the United States;

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

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


                                       24
<PAGE>

        obligations of such subsidiary are not separately  rated, the applicable
        rating shall be that of the bank holding company;  and, provided further
        that, if the original  maturity of such short-term debt obligations of a
        domestic  branch of a foreign  depository  institution  or trust company
        shall exceed 30 days, the short-term rating of such institution shall be
        A-1+ in the case of Standard & Poor's if Standard & Poor's is the Rating
        Agency;

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

               (v) any mutual  fund,  money  market  fund,  common trust fund or
        other  pooled  investment  vehicle,  the assets of which are  limited to
        instruments  that  otherwise  would  constitute  Permitted   Investments
        hereunder  and have been  rated by each  Rating  Agency  in its  highest
        short-term  rating  available  (in the case of  Standard  & Poor's  such
        rating shall be either AAAm or AAAm-G),  including any such fund that is
        managed by the Trustee or any  affiliate of the Trustee or for which the
        Trustee or any of its affiliates acts as an adviser; and

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

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

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

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

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

                                       25
<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).

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

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

               (i) For any Distribution  Date prior to the Distribution  Date in
        December 2008 (unless the Certificate  Principal  Balances of the Senior
        Certificates (other than the Class PO Certificates) have been reduced to
        zero), 0%.

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

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

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

               (iii)  Notwithstanding  the foregoing,  if the application of the
        foregoing  percentages on any  Distribution  Date as provided in Section
        4.02  (determined  without  regard to the proviso to the  definition  of
        "Subordinate   Principal   Distribution   Amount")  would  result  in  a
        distribution  in  respect  of  principal  of any  Class  or  Classes  of
        Subordinate  Certificates  in  an  amount  greater  than  the  remaining
        Certificate  Principal  Balance  thereof  (any such  class,  a "Maturing
        Class"),  then:  (a)  the  Prepayment  Distribution  Percentage  of each
        Maturing  Class  shall be  reduced  to a level  that,  when  applied  as
        described above, would exactly reduce the Certificate  Principal Balance
        of such Class to zero;  (b) the  Prepayment  Distribution  Percentage of
        each  other  Class  of  Subordinate  Certificates  (any  such  Class,  a
        "Non-Maturing  Class")  shall be  recalculated  in  accordance  with the


                                       26
<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  during  such
Prepayment  Period  to the date of such  Principal  Prepayment  in Full or (b) a
Curtailment  during the preceding calendar month, an amount equal to one month's
interest at the Net Mortgage  Rate (or Modified Net Mortgage Rate in the case of
a Modified Mortgage Loan) on the amount of such Curtailment.

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

        Primary  Insurance  Policy:  The  policy,  if any,  of primary  mortgage
guaranty insurance related to a Mortgage Loan.

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

                                       27
<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 the 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  and  (iii)  in  connection  with any  Mortgage  Loan  required  to be
repurchased  pursuant to Section 7.03 of the Purchase  Agreement,  any costs and
damages  incurred  by the  Trust  Fund with  respect  to such  Mortgage  Loan in
connection with a breach of Section 7.02 (h) of the Purchase Agreement.

        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 made by the Seller
               set forth in Section 7.02 of the Purchase Agreement; and

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

                                       28
<PAGE>

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

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

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

        Rating  Agency:  Fitch and  Standard & Poor's with respect to the Senior
Certificates  and Fitch with  respect to the Class  M-1,  Class M-2,  Class M-3,
Class B-1 and Class B-2 Certificates.  If any agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person,  designated by the Company, notice of which designation
shall be given to the Trustee and the Servicer.

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

     (a)  as to which a Cash  Liquidation or REO  Disposition  has occurred,  an
          amount (not less than zero) equal to (i) the Stated Principal  Balance
          of the  Mortgage  Loan  (or  REO  Property)  as of the  date  of  Cash
          Liquidation  or REO  Disposition,  plus (ii) interest (and REO Imputed
          Interest,  if any) at the Net  Mortgage  Rate  from the Due Date as to
          which interest was last paid or advanced to  Certificateholders  up to
          the Due Date in the Due  Period  related to the  Distribution  Date on
          which such Realized Loss will be allocated pursuant to Section 4.05 on
          the Stated  Principal  Balance of such Mortgage Loan (or REO Property)
          outstanding  during each Due Period that such 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,

                                       29
<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  Class  of  Certificates  and any
Distribution  Date,  the close of business on the last Business Day of the month
next preceding the month in which such Distribution Date occurs.

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

        Related Class of Certificates:  For each REMIC I Regular  Interest,  the
related class or classes of certificates set forth in the Preliminary  Statement
hereto.

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

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

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

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

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

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

                                       30
<PAGE>

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

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

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

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

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

        REMIC I  Regular  Interest:  Any of the nine  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 nine  certificated  beneficial
ownership interests in REMIC II issued hereunder,  and, hereby,  designated as a
"regular  interest" in REMIC II, as follows:  Class A, 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:  A report that includes the information set forth in
Exhibit M hereto.

        REO  Acquisition:  The  acquisition  by the  Servicer  on  behalf of the
Trustee for the benefit of the  Certificateholders  of any REO Property pursuant
to Section 3.14.

        REO Disposition: As to any REO Property, a determination by the Servicer
that it has received all Insurance Proceeds,  Liquidation Proceeds, REO Proceeds


                                       31
<PAGE>

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.

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

        Scheduled Final Distribution Date:  December 25, 2033.

     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: GMACM.

     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;

                                       32
<PAGE>

               (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 occur as of any Distribution Date only if:

               (a)(1)(X) the outstanding principal balance of the Mortgage Loans
        delinquent  60 days or  more  (including  Mortgage  Loans  which  are in
        foreclosure,  have been  foreclosed  or  otherwise  liquidated,  or with
        respect to which the  Mortgagor is in  bankruptcy  and any REO Property)
        averaged  over the last six months,  as a  percentage  of the  aggregate
        outstanding   Certificate   Principal   Balance   of   the   Subordinate
        Certificates,  is less  than  or  equal  to 50% or (Y)  the  outstanding
        principal   balance  of  Mortgage  Loans  delinquent  60  days  or  more
        (including Mortgage Loans which are in foreclosure, have been foreclosed
        or otherwise  liquidated,  or with respect to which the  Mortgagor is in
        bankruptcy and any REO Property) averaged over the last six months, as a
        percentage  of  the  aggregate  outstanding  principal  balance  of  all
        Mortgage Loans as of such distribution date, is less than or equal to 2%
        and  (2)  Realized  Losses  on the  Mortgage  Loans  to  date  for  such
        Distribution Date if occurring during the sixth, seventh,  eighth, ninth
        or tenth year (or any year  thereafter)  after the  Closing  Date do not
        exceed  30%,  35%,  40%,  45% or  50%,  respectively,  of the sum of the
        Initial Certificate Principal Balances of the Subordinate  Certificates,
        or

               (b)(1)  the  outstanding  principal  balance  of  Mortgage  Loans
        delinquent  60 days or  more  (including  Mortgage  Loans  which  are in
        foreclosure,  have been  foreclosed  or  otherwise  liquidated,  or with
        respect to which the  Mortgagor is in  bankruptcy  and any REO Property)
        averaged  over the last six months,  as a  percentage  of the  aggregate
        outstanding   principal  balance  of  all  Mortgage  Loans  as  of  such
        distribution  date, is less than or equal to 4% and (2) Realized  Losses
        on the Mortgage Loans to date for such  Distribution  Date, if occurring
        during  the  sixth,  seventh,  eighth,  ninth or tenth year (or any year
        thereafter)  after the Closing Date do not exceed 10%,  15%, 20%, 25% or
        30%,  respectively,  of the  sum of the  Initial  Certificate  Principal
        Balances of the Subordinate Certificates, and

                                       33
<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) (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(d)),  and Section  4.02(b)(ii);  and (b) the sum of the
amounts  required to be  distributed  to the Senior  Certificateholders  on such
Distribution  Date pursuant to Section  4.02(a)(ii)(Y),  (other than the Accrual
Distribution Amount) (xvi) and (xviii).

        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.

                                       34
<PAGE>

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

        Servicing Fee Rate:  0.25% per annum.

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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$5,156,192  minus the sum of (i) the aggregate  amount of Special  Hazard Losses
allocated  solely to one or more specific  Classes of Certificates in accordance
with  Section  4.05 and (ii) the  Adjustment  Amount (as defined  below) as most
recently  calculated.  For each  anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount,  if any, by which the amount  calculated in
accordance with the preceding  sentence  (without giving effect to the deduction
of the Adjustment  Amount for such  anniversary)  exceeds the greater of (A) the
greatest of (i) twice the outstanding  principal balance of the Mortgage Loan in
the Trust  Fund  which has the  largest  outstanding  principal  balance  on the
Distribution Date immediately  preceding such  anniversary,  (ii) the product of
1.00% multiplied by the outstanding  principal  balance of all Mortgage Loans on
the  Distribution  Date  immediately  preceding such  anniversary  and (iii) the
aggregate  outstanding  principal  balance  (as  of  the  immediately  preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the  largest  amount of  Mortgage  Loans by  aggregate  principal
balance as of such  anniversary  and (B) the greater of (i) the product of 0.50%
multiplied by the  outstanding  principal  balance of all Mortgage  Loans on the
Distribution  Date  immediately  preceding  such  anniversary  multiplied  by  a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance  (as of  the  immediately  preceding  Distribution  Date)  of all of the
Mortgage  Loans  secured  by  Mortgaged  Properties  located  in  the  State  of
California  divided by the aggregate  outstanding  principal  balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a  percentage,  and the  denominator  of  which is  equal  to  24.26%  (which
percentage is equal to the  percentage of Mortgage  Loans  initially  secured by
Mortgaged  Properties located in the State of California) and (ii) the aggregate
outstanding  principal  balance (as of the  immediately  preceding  Distribution
Date) of the largest  Mortgage Loan secured by a Mortgaged  Property  located in
the State of California.

        The  Special  Hazard  Amount  may be  further  reduced  by the  Servicer
(including  accelerating the manner in which coverage is reduced)  provided that
prior to any such reduction,  the Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any  Class of  Certificates  by such  Rating  Agency  below  the lower of the


                                       35
<PAGE>

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

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

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

        Stated Principal  Balance:  With respect to any Mortgage Loan or related
REO Property,  at any given time, (i) the Cut-off Date Principal  Balance of the
Mortgage  Loan,  minus (ii) the sum of (a) the principal  portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property  during each Due
Period ending prior to the most recent  Distribution Date which were received or
with  respect to which an Advance was made,  and (b) all  Principal  Prepayments
with respect to such Mortgage Loan or REO Property,  and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds,  to the extent applied by the Servicer as
recoveries  of  principal in  accordance  with Section 3.14 with respect to such
Mortgage Loan or REO Property,  in each case which were distributed  pursuant to
Section  4.02 on any  previous  Distribution  Date,  and (c) any  Realized  Loss
allocated  to   Certificateholders   with  respect   thereto  for  any  previous
Distribution Date.

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

        Subordinate Class Percentage:  With respect to any Distribution Date and
any Class of Subordinate  Certificates,  a fraction,  expressed as a percentage,
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) such  Class's  pro  rata  share,  based on the  Certificate
Principal  Balance of each Class of Subordinate  Certificates  then outstanding,
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)  (without giving effect to
the Senior  Percentage)  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


                                       36
<PAGE>

collections described in Section 4.02(a)(ii)(Y)(B)(b)  (without giving effect to
the Senior Accelerated  Distribution  Percentage) to the extent such collections
are not otherwise  distributed to the Senior Certificates;  (iii) the product of
(x) the related Prepayment  Distribution Percentage and (y) the aggregate of all
Principal  Prepayments  in Full  received in the related  Prepayment  Period and
Curtailments  received in the preceding  calendar  month (other than the related
Discount  Fraction of such Principal  Prepayments in Full and Curtailments  with
respect to a  Discount  Mortgage  Loan) to the extent not  payable to the Senior
Certificates;  (iv) if such Class is the Class of Subordinate  Certificates with
the  Highest  Priority,   any  Excess  Subordinate  Principal  Amount  for  such
Distribution Date to the extent not payable to the Senior Certificates;  and (v)
any amounts  described  in clauses  (i),  (ii) and (iii) as  determined  for any
previous  Distribution  Date, that remain  undistributed to the extent that such
amounts are not  attributable  to Realized Losses which have been allocated to a
Class of Subordinate  Certificates  with a Lower Priority minus (b) with respect
to the Class of Subordinate  Certificates  with the Lowest Priority,  any Excess
Subordinate Principal Amount for such Distribution Date; provided, however, that
the  Subordinate  Principal  Distribution  Amount  for any Class of  Subordinate
Certificates on any  Distribution  Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.

        Subserviced  Mortgage  Loan:  Any  Mortgage  Loan  that,  at the time of
reference thereto, is subject to a Subservicing Agreement.

        Subservicer:  Any  Person  with whom the  Servicer  has  entered  into a
Subservicing Agreement.

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

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

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

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

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

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

                                       37
<PAGE>

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

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

        Trust Fund:  The segregated pool of assets consisting of:

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

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

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

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

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

        A REMIC election with respect to the Trust Fund is made pursuant to this
Agreement.

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

        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.

                                       38
<PAGE>

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

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

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

        Voting  Rights:  The  portion  of  the  voting  rights  of  all  of  the
Certificates  which is allocated to any  Certificate,  as  designated in Section
11.09.

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  definitions  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).

                                       39
<PAGE>

(b) In connection with such assignment,  the Company does hereby deliver to, and
deposit with, the Trustee,  or to and with one or more  Custodians,  as the duly
appointed agent or agents of the Trustee for such purpose, the original Mortgage
Note, with respect to each Mortgage Loan so assigned,  endorsed without recourse
in blank, or in the name of the Trustee as trustee,  and signed by an authorized
officer  (which  endorsement  shall  contain  either an original  signature or a
facsimile  signature of an authorized officer of GMACM, and if in the form of an
allonge,  the  allonge  shall  be  stapled  to  the  Mortgage  Note),  with  all
intervening  endorsements  showing a complete chain of title from the originator
to GMACM.  If the Mortgage  Loan was  acquired by the endorser in a merger,  the
endorsement  must  be  by  "____________,   successor  by  merger  to  [name  of
predecessor]".  If the Mortgage  Loan was acquired or originated by the endorser
while  doing  business  under  another  name,   the   endorsement   must  be  by
"____________ formerly known as [previous name]."

In lieu of  delivering  the Mortgage  Note  relating to any Mortgage  Loan,  the
Depositor  may deliver or cause to be delivered a lost note  affidavit  from the
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 Depositor, in lieu of delivering
the above documents,  may deliver or cause to be delivered to the Custodian,  if
any,  or the  Trustee,  a  certification  to such  effect and shall  deposit all
amounts  paid in respect of such  Mortgage  Loan in the  Payment  Account on the
Closing Date.

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

        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
reasonable best efforts to obtain,  (A) in the case of clause  (I)(ii),  (iv) or
(vi) of the definition of Mortgage File,  such original  Mortgage,  such interim
assignment, or such modification agreement, with evidence of recording indicated
thereon  upon  receipt  thereof  from the  public  recording  office,  or a copy
thereof,  certified, if appropriate, by the relevant recording office, or (B) in
the case of clause  (I)(vii) of the  definition  of Mortgage  File,  evidence of
title insurance.

(d) If any of the  documents  held by the Servicer  pursuant to clause (c) above
are  missing or  defective  in any other  respect and such  missing  document or
defect materially and adversely affects the interests of the  Certificateholders


                                       40
<PAGE>

in the related  Mortgage  Loan, the Servicer shall request that GMACM either (i)
cure such defect in all material  respects,  (ii)  substitute  for such Mortgage
Loan  a  Qualified   Substitute  Mortgage  Loan,  which  substitution  shall  be
accomplished  in the manner and subject to the  conditions  set forth in Section
2.04,  or (iii)  purchase such Mortgage Loan from the Trust Fund at the Purchase
Price  within 90 days after the date on which GMACM was notified of such defect;
provided  that if such defect would cause the  Mortgage  Loan to be other than a
"qualified  mortgage"  as defined in Section  860G(a)(3)  of the Code,  any such
cure,  substitution  or repurchase  must occur within 90 days from the date such
breach  was  discovered.  If GMACM  fails to  comply  with such  request  by the
Servicer,  the Servicer  shall  notify the Trustee of such  missing  document or
material  defect and the  Trustee  shall  cause GMACM to comply with clause (i),
(ii) or (iii) of the preceding  sentence.  It is understood  and agreed that the
obligation of GMACM to cure a material defect in, or substitute for, or purchase
any Mortgage Loan as to which a material  defect in or omission of a constituent
document  exists,  shall  constitute  the sole remedy  respecting  such material
defect or omission available to  Certificateholders  or the Trustee on behalf of
Certificateholders.  The Purchase Price for the purchased Mortgage Loan shall be
deposited or caused to be  deposited  upon receipt by the Trustee in the Payment
Account, or upon receipt by the Servicer in the Custodial Account.  Upon receipt
by the Trustee of written  notification  of such  deposit  signed by a Servicing
Officer,  the  Trustee  shall (i)  release or cause to be  released to GMACM the
related Mortgage Note, (ii) cause the Servicer to release to GMACM any remaining
documents in the related Mortgage File which are held by the Servicer, and (iii)
execute and deliver such  instruments  of transfer or  assignment,  in each case
without recourse, as GMACM shall require as necessary to vest in GMACM ownership
of any Mortgage Loan released pursuant hereto and at such time the Trustee shall
have no further responsibility with respect to the related Mortgage Note.

(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 reasonable  best
efforts to file timely  continuation  statements  with regard to each  financing
statement and assignment  relating to Cooperative  Loans as to which the related
Cooperative Apartment is located outside of the State of New York.

        In connection with the assignment of any Mortgage Loan registered on the
MERS(R)  System,  the  Servicer  further  agrees  that  it  will  cause,  at the
Servicer's  own expense,  as soon as  practicable  after the Closing  Date,  the


                                       41
<PAGE>

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

(f) It is  intended  that the  conveyance  by the  Company to the Trustee of the
Mortgage  Loans as provided  for in this  Section 2.01 be construed as a sale by
the  Company  to the  Trustee  of the  Mortgage  Loans  for the  benefit  of the
Certificateholders.  Further,  it is not intended that such conveyance be deemed
to be a grant of a security interest in the Mortgage Loans by the Company to the
Trustee to secure a debt or other  obligation  of the Company.  However,  if the
Mortgage  Loans are held to be property  of the Company or of the Seller,  or if
for any reason this Agreement is held or deemed to create a security interest in
the Mortgage  Loans,  then it is intended that, (a) this Agreement be and hereby
is a  security  agreement  within  the  meaning  of  Article  9 of  the  Uniform
Commercial Code of any applicable jurisdiction;  (b) the conveyance provided for
in Section 2.01 shall be deemed to be, and hereby is, (1) a grant by the Company
to the Trustee of a security  interest in all of the Company's right,  title and
interest,  whether now owned or hereafter acquired, in and to 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 the Seller's
right (including the power to convey title thereto), title and interest, whether
now  owned  or  hereafter  acquired,  in and to the  property  described  in the
foregoing  clauses  (1)(A),  (B),  (C), (D) and (E) granted by the Seller to the
Company pursuant to the Purchase  Agreement;  (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of any of the foregoing property
shall be deemed to be  possession  by the  secured  party,  or  possession  by a
purchaser  or a person  holding  for the  benefit  of such  secured  party,  for
purposes of  perfecting  the  security  interest  pursuant  to the  Pennsylvania
Uniform  Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation,  Sections 9-313 and 9-314 thereof);
and (d)  notifications  to persons holding such property,  and  acknowledgments,


                                       42
<PAGE>

receipts or  confirmations  from persons holding such property,  shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries,  bailees or agents of, or persons  holding  for, the Trustee (as
applicable)  for  the  purpose  of  perfecting  such  security   interest  under
applicable law.

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

Section 2.02.  Acceptance by Trustee.
               ---------------------

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

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

                                       43
<PAGE>

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

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

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

(i)            The Servicer is a corporation  duly organized,  validly  existing
               and in good  standing  under the laws  governing its creation and
               existence and is or will be in  compliance  with the laws of each
               state in which any  Mortgaged  Property  is located to the extent
               necessary to ensure the  enforceability  of each Mortgage Loan in
               accordance with the terms of this Agreement;

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

                                       44
<PAGE>

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

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

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

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

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

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

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

Section 2.04.  Representations and Warranties of the 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 the  Mortgage
Loans  and  any   remedies   provided   thereunder   for  any   breach  of  such
representations  and warranties,  such right, title and interest may be enforced
by the  Servicer on behalf of the Trustee and the  Certificateholders.  Upon the
discovery by the Company, the Servicer, the Trustee or any Custodian of a breach
of any of the  representations and warranties made by the Seller 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


                                       45
<PAGE>

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 Seller 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 GMACM 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 amended  Mortgage Loan
Schedule,  and, if the Deleted  Mortgage Loan was a Discount  Mortgage Loan, the
amended Schedule of Discount Fractions,  to the Trustee. Upon such substitution,
the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of
this Agreement and the related Subservicing  Agreement in all respects,  and 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 from 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


                                       46
<PAGE>

cause (a) any  federal tax to be imposed on the Trust  Fund,  including  without
limitation,  any federal tax imposed on "prohibited  transactions" under Section
860F(a)(1)  of the Code or on  "contributions  after  the  startup  date"  under
Section  860G(d)(1)  of the Code or (b) any  portion  of either of the REMICs to
fail to qualify as such at any time that any Certificate is outstanding.

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

Section 2.05.  Execution and Authentication of Certificates.

        The Trustee  acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage  Notes to the  Custodian on its behalf,  subject to
any  exceptions  noted,  together with the  assignment to it of all other assets
included  in the Trust Fund  and/or the  applicable  REMIC,  receipt of which is
hereby  acknowledged.  Concurrently with such delivery and in exchange therefor,
the  Trustee,  pursuant  to the written  request of the  Company  executed by an
officer of the Company has executed and caused to be authenticated and delivered
to or upon the order of the Company the Certificates in authorized denominations
which evidence ownership of the entire Trust Fund.

Section 2.06.  Purposes and Powers of the Trust Fund.

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

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

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

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

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

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

                                       47
<PAGE>

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01.  Servicer to Act as Servicer.
               ---------------------------

(a) The Servicer  shall service and  administer the Mortgage Loans in accordance
with the terms of this Agreement and the respective Mortgage Loans, shall follow
such  practices and  procedures  as it shall deem  necessary or advisable and as
shall be normal and usual in its  general  mortgage  servicing  activities,  and
shall have full power and  authority,  acting alone or through  Subservicers  as
provided in Section 3.02,  to do any and all things which it may deem  necessary
or desirable in  connection  with such  servicing  and  administration.  Without
limiting the generality of the foregoing, the Servicer in its own name or in the
name of a Subservicer is hereby authorized and empowered by the Trustee when the
Servicer or the Subservicer,  as the case may be, believes it appropriate in its
best judgment, to execute and deliver, on behalf of the  Certificateholders  and
the  Trustee  or any of  them,  any  and  all  instruments  of  satisfaction  or
cancellation,  or of partial  or full  release  or  discharge,  or of consent to
assumption or  modification  in  connection  with a proposed  conveyance,  or of
assignment of any Mortgage and Mortgage Note in connection  with the  repurchase
of a Mortgage Loan and all other comparable instruments,  or with respect to the
modification  or  re-recording  of a Mortgage for the purpose of correcting  the
Mortgage,  the  subordination  of the lien of the  Mortgage in favor of a public
utility company or government agency or unit with powers of eminent domain,  the
taking  of a deed in lieu  of  foreclosure,  the  commencement,  prosecution  or
completion  of  judicial  or  non-judicial  foreclosure,  the  conveyance  of  a
Mortgaged  Property to the related  Insurer,  the  acquisition  of any  property
acquired  by  foreclosure  or deed in lieu of  foreclosure,  or the  management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of  foreclosure  with  respect  to the  Mortgage  Loans and with  respect to the
Mortgaged  Properties.  The Servicer  further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the  Subservicer,  when the Servicer or the  Subservicer,  as the
case may be,  believes it  appropriate  in its best  judgment  to  register  any
Mortgage Loan on the MERS(R) System,  or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the  Certificateholders  or any of them, any and all instruments
of assignment and other  comparable  instruments with respect to such assignment
or  re-recording  of a Mortgage  in the name of MERS,  solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions  described in the preceding  sentence shall be borne by the Servicer
in accordance with Section 3.16(c),  with no right of  reimbursement;  provided,
that if, as a result  of MERS  discontinuing  or  becoming  unable  to  continue
operations in connection  with the MERS System,  it becomes  necessary to remove
any Mortgage  Loan from  registration  on the MERS System and to arrange for the
assignment of the related  Mortgages to the Trustee,  then any related  expenses
shall be reimbursable to the Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a),  the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed,  temporary
or final  regulations  promulgated  thereunder  (other than in connection with a
proposed  conveyance  or  assumption  of such Mortgage Loan that is treated as a
Principal  Prepayment  in Full  pursuant  to Section  3.13(d)  hereof) and cause


                                       48
<PAGE>

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 Seller's
                      Obligations.

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

Section 3.03.  Successor Subservicers.
        The Servicer shall be entitled to terminate any  Subservicing  Agreement
that may exist in accordance with the terms and conditions of such  Subservicing
Agreement  and without any  limitation  by virtue of this  Agreement;  provided,
however,  that in the event of termination of any Subservicing  Agreement by the
Servicer or the  Subservicer,  the Servicer  shall either act as servicer of the
related  Mortgage Loan or enter into a  Subservicing  Agreement with a successor
Subservicer  which  will be  bound  by the  terms  of the  related  Subservicing
Agreement.

                                       49
<PAGE>

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 reasonable
efforts  to effect the  orderly  and  efficient  transfer  of each  Subservicing
Agreement to the assuming party.

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

(a) The Servicer shall make  reasonable  efforts to collect all payments  called
for under the terms and  provisions  of the Mortgage  Loans,  and shall,  to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions  of any related  Primary  Insurance  Policy,  follow such  collection
procedures as it would employ in its good faith business  judgment and which are


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<PAGE>

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  2003-J8."  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,
2.04 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


                                       52
<PAGE>

related  Realized Loss shall be deemed to have  occurred) on the last day of the
month prior to the receipt thereof.

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

Section 3.08.  Subservicing Accounts; Servicing Accounts.

(a) In those cases where a Subservicer  is servicing a Mortgage Loan pursuant to
a Subservicing Agreement, the Servicer shall cause the Subservicer,  pursuant to
the Subservicing  Agreement,  to establish and maintain one or more Subservicing
Accounts  which  shall be an  Eligible  Account  or, if such  account  is not an
Eligible  Account,  shall be acceptable to the Servicer and each Rating  Agency.
The  Subservicer  will be  required  thereby  to deposit  into the  Subservicing
Account  on a daily  basis  all  proceeds  of  Mortgage  Loans  received  by the
Subservicer,  less its Subservicing Fees and unreimbursed advances and expenses,
to the extent  permitted  by the  Subservicing  Agreement.  If the  Subservicing
Account  is not an  Eligible  Account,  the  Servicer  shall be  deemed  to have
received such monies upon receipt  thereof by the  Subservicer.  The Subservicer
shall not be  required  to  deposit  in the  Subservicing  Account  payments  or
collections  in the nature of  prepayment  charges or late charges or assumption
fees.  On or before  each  Determination  Date,  the  Servicer  shall  cause the
Subservicer,  pursuant to the Subservicing  Agreement,  to remit to the Servicer
for deposit in the Custodial Account all funds held in the Subservicing  Account
with  respect  to each  Mortgage  Loan  serviced  by such  Subservicer  that are
required to be remitted to the Servicer.

(b) In addition to the Custodial  Account and the Payment Account,  the Servicer
shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for
Subserviced  Mortgage  Loans to,  establish  and maintain one or more  Servicing
Accounts and deposit and retain therein all collections  from the Mortgagors (or
advances  from  Subservicers)  for the  payment  of taxes,  assessments,  hazard
insurance  premiums,  Primary  Insurance  Policy  premiums,  if  applicable,  or
comparable items for the account of the Mortgagors. Each Servicing Account shall
be hold in trust, entitled "GMAC Mortgage Corporation Servicing Account in trust
for  the  benefit  of  the  of  the  Holders  of  GMACM  Mortgage   Pass-Through
Certificates,  Series  2003-J8."  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


                                       53
<PAGE>

balances  in the  Servicing  Account  or to clear and  terminate  the  Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing  duties,  the Servicer shall, and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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

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

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<PAGE>

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

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

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

     (vi) to pay GMACM,  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 any Advance  that was  ultimately  determined  to be Excess
          Special Hazard Losses,  Excess Fraud Losses,  Excess Bankruptcy Losses
          or  Extraordinary  Losses in the manner and to the extent  provided in
          subsection  (c)  below,   any  Advance  made  in  connection   with  a
          modification of a Mortgage Loan that is in default or, in the judgment
          of the Servicer, default is reasonably foreseeable pursuant to Section
          3.07(a), to the extent the amount of the Advance has been added to the
          Stated  Principal  Balance  of  the  Mortgage  Loan,  or  any  Advance
          reimbursable to the Servicer pursuant to Section 4.02(a);

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

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

                                       55
<PAGE>

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

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

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

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

(a) The Servicer  shall not take, or permit any  Subservicer to take, any action
which would result in non-coverage under any applicable Primary Insurance 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.

                                       56
<PAGE>

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

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

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


                                       57
<PAGE>

that the Servicer  shall not accept any such  insurance  policies from insurance
companies  unless such  companies  currently  reflect a General Policy Rating in
Best's Key Rating Guide  currently  acceptable to Fannie Mae and are licensed to
do business in the state wherein the property subject to the policy is located.

        If the  Servicer  shall  obtain and  maintain a blanket  fire  insurance
policy with  extended  coverage  insuring  against  hazard  losses on all of the
Mortgage  Loans,  it  shall   conclusively  be  deemed  to  have  satisfied  its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Servicer  shall, in the event that there shall not have been maintained
on the related Mortgaged  Property a policy complying with the first sentence of
this  Section  3.12(a)  and there  shall have been a loss which  would have been
covered by such policy,  deposit in the Payment Account the amount not otherwise
payable under the blanket policy  because of such  deductible  clause.  Any such
deposit by the Servicer shall be made on the Payment  Account  Deposit Date next
preceding the Distribution Date which occurs in the month following the month in
which  payments under any such policy would have been deposited in the Custodial
Account.  In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims under any such blanket policy.

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

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


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<PAGE>

Note and,  unless  prohibited  by applicable  state law, the  Mortgagor  remains
liable thereon, provided that the Mortgage Loan shall continue to be covered (if
so covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies to
enter into a substitution of liability  agreement with such Person,  pursuant to
which the  original  Mortgagor  is released  from  liability  and such Person is
substituted   as  Mortgagor  and  becomes   liable  under  the  Mortgage   Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this  Section by reason of any transfer or  assumption  which the Servicer
reasonably  believes it is  restricted  by law from  preventing,  for any reason
whatsoever.

(b)  Subject to the  Servicer's  duty to enforce any  due-on-sale  clause to the
extent set forth in Section 3.13(a),  in any case in which a Mortgaged  Property
is to be conveyed to a Person by a  Mortgagor,  and such Person is to enter into
an  assumption or  modification  agreement or supplement to the Mortgage Note or
Mortgage  which  requires the  signature of the Trustee,  or if an instrument of
release signed by the Trustee is required releasing the Mortgagor from liability
on the Mortgage Loan, the Servicer is authorized, subject to the requirements of
the sentence next following,  to execute and deliver,  on behalf of the Trustee,
the assumption agreement with the Person to whom the Mortgaged Property is to be
conveyed and such  modification  agreement or supplement to the Mortgage Note or
Mortgage or other  instruments  as are  reasonable or necessary to carry out the
terms  of the  Mortgage  Note or  Mortgage  or  otherwise  to  comply  with  any
applicable laws regarding  assumptions or the transfer of the Mortgaged Property
to such Person; provided,  however, that in connection with any such assumption,
no  material  term  of  the  Mortgage  Note  may be  changed.  Upon  receipt  of
appropriate instructions from the Servicer in accordance with the foregoing, the
Trustee  shall  execute  any  necessary   instruments  for  such  assumption  or
substitution  of  liability  as  directed in writing by the  Servicer.  Upon the
closing of the transactions  contemplated by such documents,  the Servicer shall
cause the originals or true and correct copies of the assumption agreement,  the
release (if any),  or the  modification  or  supplement  to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited  with the
Mortgage File for such Mortgage  Loan. Any fee collected by the Servicer or such
related Subservicer for entering into an assumption or substitution of liability
agreement  will be retained by the Servicer or such  Subservicer  as  additional
servicing compensation.

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

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<PAGE>

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

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

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

                                       60
<PAGE>

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

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

(b) If title to any  Mortgaged  Property is acquired by the Trust Fund as an REO
Property  by  foreclosure  or by  deed  in  lieu  of  foreclosure,  the  deed or
certificate  of sale shall be issued to the  Trustee or to its nominee on behalf
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


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<PAGE>

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

(d) The  proceeds  of any Cash  Liquidation,  REO  Disposition  or  purchase  or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation  Proceeds,  Insurance
Proceeds or REO Proceeds,  will be applied in the  following  order of priority:
first,  to reimburse the Servicer or the related  Subservicer in accordance with
Section 3.10(a)(ii); second, to all Servicing Fees and Subservicing Fees payable
therefrom  (and the  Servicer and the  Subservicer  shall have no claims for any
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


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<PAGE>

of such  foreclosure  except  to the  extent,  if  any,  that  proceeds  of such
foreclosure are required to be remitted to the obligors on such Mortgage Loan.

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

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

(b) From time to time as is appropriate  for the servicing or foreclosure of any
Mortgage  Loan,  the  Servicer  shall  deliver  a  Request  for  Release  to the
Custodian,  if any,  or the  Trustee  (if it holds the  related  Mortgage  Note)
requesting  that possession of the Mortgage Note be released to the Servicer and
certifying  as to the reason for such  release  and that such  release  will not
invalidate any insurance coverage provided in respect of the Mortgage Loan under
any Required Insurance Policy. Upon receipt of the foregoing, the Trustee (if it
holds the related  Mortgage  Note) or the  Custodian  shall deliver the Mortgage
Note to the Servicer. The Servicer shall cause each Mortgage Note so released to
be returned to the Trustee,  or the  Custodian as agent for the Trustee when the
need therefor by the Servicer no longer exists, unless (i) the Mortgage Loan has
been liquidated and the Liquidation  Proceeds relating to the Mortgage Loan have
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


                                       63
<PAGE>

or  documents  be executed by the Trustee and  certifying  as to the reason such
documents or pleadings are required and that the execution and delivery  thereof
by the Trustee will not  invalidate  any insurance  coverage  under any Required
Insurance  Policy or  invalidate  or otherwise  affect the lien of the Mortgage,
except for the  termination of such a lien upon completion of the foreclosure or
trustee's sale.

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

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

(a) The  Servicer,  as  compensation  for its  activities  hereunder,  shall  be
entitled  to receive  on each  Distribution  Date the  amounts  provided  for by
clauses (iii), (iv) and (v) of Section 3.10(a), subject to clause (e) below. The
amount of servicing compensation provided for in such clauses shall be accounted
for on a Mortgage  Loan-by-Mortgage  Loan basis.  In the event that  Liquidation
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


                                       64
<PAGE>

of any Custodian) and shall not be entitled to reimbursement  therefor except as
specifically provided in Sections 3.01, 3.10 and 3.14.

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

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

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

(a) Within 15 days after each  Distribution  Date, the Trustee shall prepare and
file in accordance  with industry  standards  with the  Securities  and Exchange
Commission  (the  "Commission")  via the Electronic Data Gathering and Retrieval
System ("EDGAR"),  and the Servicer shall execute, a Form 8-K with a copy of the
statement to the  Certificateholders  for such  Distribution  Date as an exhibit
thereto.  Prior to January  31,  2004,  the  Trustee  shall  prepare and file in
accordance with industry  standards,  and the Servicer shall execute,  a Form 15
Suspension Notification with respect to the Trust Fund, if applicable,  with the
Commission  via EDGAR.  Prior to April 30,  2004 and prior to April 30th of each
succeeding year until the earlier of (i) a Form 15 Suspension  Notification  has
been  filed  with  respect  to the  Trust  Fund or (ii) the year  following  the
termination  of the Trust Fund pursuant to the terms  hereof,  the Trustee shall
prepare and file,  and the Servicer  shall  execute,  a Form 10-K,  in substance
conforming  to  industry  standards  with  respect  to the  Trust  Fund with the
Commission  via EDGAR.  The Company hereby grants a limited power of attorney to
execute and file each such document on behalf of the Company to the Servicer and
the Trustee,  respectively.  Each such power of attorney  shall  continue  until
either the earlier of (i) receipt by the Trustee or the Servicer, as applicable,
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 each of
the Trustee  and the  Servicer,  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  or the  Servicer,  as
applicable,  reasonably  deems  appropriate  to prepare  and file all  necessary
reports with the Commission.  The Servicer shall have no  responsibility to file
any items other than those specified in this section.

(b) Any Form 10-K filed with the  Commission  in  connection  with this  Section
shall  include a  certification,  signed by the senior  officer in charge of the
servicing functions of the Servicer,  in the form attached as Exhibit O-1 hereto
or such other form as may be required or permitted by the Commission  (the "Form
10-K  Certification"),  in  compliance  with Rule  13a-14 and  15d-14  under the
Exchange Act and any additional directives of the Commission. In connection with
the Form 10-K  Certification,  the Trustee shall provide the Servicer with (x) a
back-up certification  substantially in the form attached hereto as Exhibit O-2;


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and (y) (I) a list of Certificateholders as shown on the Certificate Register as
of the end of each  calendar  year,  (II) copies of all  pleadings,  other legal
process and any other  documents  relating to any claims,  charges or complaints
involving  the Trustee,  as trustee,  or the Trust Fund that are received by the
Trustee,  (III)  notice  of all  matters  that,  to the  actual  knowledge  of a
Responsible  Officer  of the  Trustee,  have  been  submitted  to a vote  of the
Certificateholders,  other than those matters that have been submitted to a vote
of the  Certificateholders at the request of the Depositor or the Servicer,  and
(IV)  notice of any  failure  of the  Trustee  to make any  distribution  to the
Certificateholders as required pursuant to this Agreement.  Neither the Servicer
nor the Trustee shall have any liability  with respect to the Trustee's  failure
to properly prepare or file, or the Servicer's failure to execute, such periodic
reports  resulting from or relating to the  Servicer's or the Trustee's,  as the
case may be,  inability or failure to obtain any  information not resulting from
the negligence or willful misconduct of such party.

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

        The Servicer shall deliver to the Depositor, the Trustee and each Rating
Agency  on or  before  90 days  after  the end of the  Servicer's  fiscal  year,
commencing  with  its  fiscal  year  ending  December  31,  2003,  an  Officer's
Certificate  stating,  as to  the  signer  thereof,  that  (i) a  review  of the
activities  of the  Servicer  during  the  preceding  calendar  year  and of the
performance  of the  Servicer  under  this  Agreement  has been made  under such
officer's supervision and (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout  such year, or, if there has been a default in the fulfillment of any
such  obligation,  specifying  each such  default  known to such officer and the
nature and status thereof except for such defaults as such officer in his or her
good faith judgment believes to be immaterial.

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

        On or  before  90 days  after  the end of the  Servicer's  fiscal  year,
commencing  with its 2003 fiscal year, the Servicer at its expense shall cause a
firm of independent  public  accountants  (who may also render other services to
the Servicer,  the Depositor or any affiliate  thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee  and the  Depositor  to the effect that such firm has  examined  certain
documents and records relating to the Servicer's  servicing of mortgage loans of
the  same  type  as  the  Mortgage  Loans   pursuant  to  servicing   agreements
substantially  similar to this  Agreement,  which  agreements  may include  this
Agreement,   and  that,  on  the  basis  of  such  an   examination,   conducted
substantially  in compliance  with the Uniform  Single  Attestation  Program for
Mortgage Bankers,  such firm is of the opinion that the Servicer's servicing has
been  conducted in  compliance  with the  agreements  examined  pursuant to this
Section,  except  for (i) such  exceptions  as such  firm  shall  believe  to be
immaterial,  and (ii)  such  other  exceptions  as  shall  be set  forth in such
statement.  Copies of such  statement  shall be  provided  by the Trustee to any
Certificateholder  upon  request  at  the  Servicer's  expense,   provided  such
statement is delivered to the Trustee.

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<PAGE>

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

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

Section 3.21.  Administration of Buydown Funds.
               -------------------------------

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

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

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.  Payment Account.
               ---------------

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

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<PAGE>

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

Section 4.02.  Distributions.
               -------------

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

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

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

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<PAGE>

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

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

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

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

     (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,


                                       69
<PAGE>

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

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

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

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

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

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

(v)  to the Holders of the Class M-1  Certificates,  an amount  equal to (x) the
     Subordinate  Principal  Distribution  Amount for such Class of Certificates
     for such Distribution Date, minus (y) the amount of any Class PO Collection
     Shortfalls for such  Distribution Date or remaining unpaid for all previous


                                       70
<PAGE>

     Distribution  Dates, to the extent the amounts available pursuant to clause
     (x) of  Sections  4.02(a)(vii),  (ix),  (xi),  (xiii),  (xiv)  and (xv) are
     insufficient  therefor,  applied in reduction of the Certificate  Principal
     Balance of the Class M-1 Certificates;

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

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

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

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

(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


                                       71
<PAGE>

     (x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in
     reduction  of  the   Certificate   Principal   Balance  of  the  Class  B-2
     Certificates;

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

     (ii) second, 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; and

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     (iii)third,  an  amount  equal  to  the  balance  of the  Senior  Principal
          Distribution  Amount  remaining  after  the  distributions,   if  any,
          described in clause (ii) of this Section  4.02(b) shall be distributed
          to the Class A Certificates,  until the Certificate  Principal Balance
          thereof has been reduced to zero.

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

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

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


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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.  None of the Trustee, the Certificate Registrar,  the Company or the
Servicer shall have any  responsibility for the allocation of such distributions
among Depository Participants, brokerage firms and Certificate Owners.

     (g)  Except  as  otherwise  provided  in  Section  9.01,  if  the  Servicer
anticipates that a final  distribution with respect to any Class of Certificates
shall be made on the next  Distribution  Date, the Servicer shall, no later than
the  Determination  Date in the month of such  final  distribution,  notify  the
Trustee and the Trustee shall, no later than two (2) Business Days after receipt
of such notices or such Determination  Date, mail on such date to each Holder of
such  Class of  Certificates  a  notice  to the  effect  that:  (i) the  Trustee
anticipates  that  the  final   distribution  with  respect  to  such  Class  of
Certificates  shall be made on such Distribution Date but only upon presentation
and surrender of such  Certificates at the office of the Trustee or as otherwise
specified  therein,  and (ii) no interest shall accrue on such Certificates from
and after the end of the  related  Interest  Accrual  Period.  In the event that
Certificateholders  required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation,  the Trustee
shall  cause  funds  distributable  with  respect  to  such  Certificates  to be
withdrawn from the Payment Account and credited to a separate escrow account for
the benefit of such Certificateholders as provided in Section 9.01(d).

Section 4.03.  Statements to Certificateholders.
               --------------------------------

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

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<PAGE>

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

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

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

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

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

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

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<PAGE>

(b) On or before 2:00 P.M. New York time on each Payment  Account  Deposit Date,
the Servicer shall either (i) deposit in the Payment Account from its own funds,
or  funds  received  therefor  from the  Subservicers,  an  amount  equal to the
Advances to be made by the Servicer in respect of the related Distribution Date,
which shall be in an aggregate  amount equal to the aggregate  amount of Monthly
Payments (with each interest portion thereof adjusted to the Net Mortgage Rate),
less the amount of any related Servicing Modifications,  Debt Service Reductions
or reductions in the amount of interest  collectable from the Mortgagor pursuant
to the Relief Act, on the Outstanding Mortgage Loans as of the related Due Date,
which  Monthly  Payments  were  delinquent as of the close of business as of the
related  Determination  Date; provided that no Advance shall be made if it would
be a  Nonrecoverable  Advance,  (ii)  withdraw  from  amounts  on deposit in the
Custodial  Account and  deposit in the  Payment  Account all or a portion of the
Amount Held for Future  Distribution in discharge of any such Advance,  or (iii)
make advances in the form of any  combination  of (i) and (ii)  aggregating  the
amount of such Advance.  Any portion of the Amount Held for Future  Distribution
so used shall be replaced by the  Servicer by deposit in the Payment  Account on
or before 11:00 A.M. New York time on any future Payment Account Deposit Date to
the extent that funds  attributable  to the Mortgage Loans that are available in
the Custodial Account for deposit in the Payment Account on such Payment Account
Deposit Date shall be less than  payments to  Certificateholders  required to be
made on the following  Distribution  Date. The Servicer shall be entitled to use
any Advance made by a Subservicer as described in Section  3.07(b) that has been
deposited in the Custodial  Account on or before such  Distribution Date as part
of the Advance made by the Servicer pursuant to this Section 4.04. The amount of
any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances
on any Distribution Date shall be allocated to specific Monthly Payments due but
delinquent  for previous Due Periods,  which  allocation  shall be made,  to the
extent  practicable,  to Monthly  Payments  which have been  delinquent  for the
longest  period of time.  Such  allocations  shall be conclusive for purposes of
reimbursement to the Servicer from recoveries on related Mortgage Loans pursuant
to Section 3.10.

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

        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.

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<PAGE>

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

Section 4.05.  Allocation of Realized Losses.
               -----------------------------

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

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<PAGE>

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

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

        The Servicer or the  Subservicers  shall file  information  returns with
respect to the receipt of mortgage  interests  received in a trade or  business,
the reports of foreclosures and  abandonments of any Mortgaged  Property and the
information returns relating to cancellation of indebtedness income with respect
to  any  Mortgaged  Property  required  by  Sections  6050H,  6050J  and  6050P,
respectively,  of  the  Code.  Such  reports  shall  be in  form  and  substance
sufficient to meet the reporting  requirements  imposed by Sections 6050H, 6050J
and 6050P of the Code.

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

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

                                   ARTICLE V

                                THE CERTIFICATES

Section 5.01.  The Certificates.
               ----------------

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

        The Certificates  shall be executed by manual or facsimile  signature on
behalf of an  authorized  signatory  of the  Trustee.  Certificates  bearing the
manual or facsimile  signatures of  individuals  who were at any time the proper

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<PAGE>

authorized  signatories  of the Trustee shall bind the Trustee,  notwithstanding
that such  individuals  or any of them have ceased to hold such offices prior to
the authentication and delivery of such Certificate or did not hold such offices
at the  date of such  Certificates.  No  Certificate  shall be  entitled  to any
benefit under this Agreement,  or be valid for any purpose, unless there appears
on such  Certificate a certificate of  authentication  substantially in the form
provided for herein executed by the Certificate  Registrar by manual  signature,
and such certificate upon any Certificate shall be conclusive evidence,  and the
only evidence,  that such Certificate has been duly  authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

(b) Except as provided below, registration of Book-Entry Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates  for the respective  Certificate  Owners with  Ownership  Interests
therein. The Holders of the Book-Entry  Certificates shall hold their respective
Ownership  Interests in and to each of such Certificates  through the book-entry
facilities  of the  Depository  and,  except  as  provided  below,  shall not be
entitled to Definitive Certificates in respect of such Ownership Interests.  All
transfers by Certificate Owners of their respective  Ownership  Interests in the
Book-Entry  Certificates  shall  be  made  in  accordance  with  the  procedures
established by the Depository  Participant or brokerage firm  representing  such
Certificate  Owner.  Each  Depository  Participant  shall transfer the Ownership
Interests  only  in  the  Book-Entry   Certificates  of  Certificate  Owners  it
represents or of brokerage  firms for which it acts as agent in accordance  with
the Depository's normal procedures.

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

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

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<PAGE>

Upon  the  issuance  of  Definitive   Certificates  all  references   herein  to
obligations  imposed upon or to be performed by the Company in  connection  with
the issuance of the Definitive  Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and  performed by the Trustee,  and the Trustee and
the Servicer  shall  recognize  the Holders of the  Definitive  Certificates  as
Certificateholders hereunder.

Section 5.02.  Registration of Transfer and Exchange of Certificates.

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

(b)                   Upon  surrender  for   registration  of  transfer  of  any
                      Certificate  at  any  office  or  agency  of  the  Trustee
                      maintained for such purpose  pursuant to Section 8.12 and,
                      in  the  case  of  any  Class  M,   Class  B  or  Class  R
                      Certificate, upon satisfaction of the conditions set forth
                      below,  the  Trustee  shall  execute  and the  Certificate
                      Registrar shall  authenticate and deliver,  in the name of
                      the designated transferee or transferees,  one or more new
                      Certificates  of a like  Class  and  aggregate  Percentage
                      Interest.

(c)                   At the option of the Certificateholders,  Certificates may
                      be  exchanged   for  other   Certificates   of  authorized
                      denominations  of a like  Class and  aggregate  Percentage
                      Interest,   upon  surrender  of  the  Certificates  to  be
                      exchanged  at any such  office  or  agency.  Whenever  any
                      Certificates  are so surrendered  for exchange the Trustee
                      shall  execute  and  the   Certificate   Registrar   shall
                      authenticate  and deliver the  Certificates  of such Class
                      which  the   Certificateholder   making  the  exchange  is
                      entitled  to  receive.   Every  Certificate  presented  or
                      surrendered for transfer or exchange shall (if so required
                      by the  Trustee  or the  Certificate  Registrar)  be  duly
                      endorsed by, or be accompanied by a written  instrument of
                      transfer  in  form  satisfactory  to the  Trustee  and the
                      Certificate Registrar duly executed by, the Holder thereof
                      or his attorney duly authorized in writing.

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

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

(e)                   (i) In the  case  of any  Class B or  Class R  Certificate
                      presented  for  registration  in the  name of any  Person,
                      either (A) the Trustee shall require an Opinion of Counsel
                      acceptable  to and in form and substance  satisfactory  to
                      the  Trustee,  the Company and the  Servicer to the effect
                      that the  purchase  or  holding of such Class B or Class R
                      Certificate is permissible  under applicable law, will not
                      constitute   or  result  in  any   non-exempt   prohibited
                      transaction  under Section 406 of the Employee  Retirement
                      Income  Security  Act of 1974,  as amended  ("ERISA"),  or
                      Section 4975 of the Code (or comparable  provisions of any
                      subsequent enactments),  and will not subject the Trustee,
                      the Company or the Servicer to any obligation or liability
                      (including  obligations  or  liabilities  under  ERISA  or
                      Section 4975 of the Code) in addition to those  undertaken
                      in this  Agreement,  which Opinion of Counsel shall not be
                      an expense of the Trustee,  the Company or the Servicer or
                      (B)  the  prospective  Transferee  shall  be  required  to
                      provide the Trustee,  the Company and the Servicer  with a
                      certification  to the effect set forth in paragraph six of
                      Exhibit H or paragraph three of Exhibit J (with respect to
                      any Class B Certificate)  or paragraph  sixteen of Exhibit
                      G-1 (with respect to any Class R  Certificate),  which the
                      Trustee  may  rely  upon   without   further   inquiry  or
                      investigation, or such other certifications as the Trustee
                      may deem desirable or necessary in order to establish that
                      such   Transferee   or  the  Person  in  whose  name  such
                      registration  is  requested  either (a) is not an employee
                      benefit  plan or  other  plan  subject  to the  prohibited
                      transaction  provisions  of ERISA or  Section  4975 of the
                      Code, or any Person  (including an investment  manager,  a
                      named  fiduciary  or a  trustee  of any such  plan) who is
                      using  "plan  assets"  of any  such  plan to  effect  such
                      acquisition  (each, a "Plan  Investor") or (b) in the case
                      of any Class B Certificate,  the following  conditions are
                      satisfied:  (i) such  Transferee is an insurance  company,
                      (ii) the  source of funds used to  purchase  and hold such
                      Certificate (or interest therein) is an "insurance company
                      general  account" (as defined in U.S.  Department of Labor
                      Prohibited Transaction Class Exemption ("PTCE") 95-60, and

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                      (iii) the  conditions  set forth in  Sections I and III of
                      PTCE 95-60 have been satisfied (each entity that satisfies
                      these  subsections (i) through (iii) of this clause (b), a
                      "Complying Insurance Company").

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

     (iii)(A) If any Senior  Certificate  (other than a Class R Certificate)  or
          any Class M Certificate (or any interest  therein) is acquired or held
          by any  Person  that does not  satisfy  the  conditions  described  in
          paragraph (ii) above,  then the last preceding  Transferee that either
          (i)  is  not a  Plan  Investor,  (ii)  acquired  such  Certificate  in
          compliance  with  the  Issuer  Exemption,  or  (iii)  is  a  Complying
          Insurance  Company shall be restored,  to the extent permitted by law,
          to all rights and obligations as Certificate Owner thereof retroactive
          to the date of such Transfer of such Certificate. The Trustee shall be
          under no  liability  to any Person for making any payments due on such
          Certificate to such preceding Transferee.

          (B)  Any purported  Certificate  Owner whose acquisition or holding of
               any Senior  Certificate  or any Class M Certificate  (or interest
               therein) was effected in  violation of the  restrictions  in this
               Section  5.02(e)  shall  indemnify and hold harmless the Company,
               the Trustee,  the Servicer,  any Subservicer,  and the Trust Fund
               from  and  against  any and all  liabilities,  claims,  costs  or
               expenses incurred by such parties as a result of such acquisition
               or holding.

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

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


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<PAGE>

               promptly notify the Trustee of any change or impending  change in
               its status as a Permitted Transferee.

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

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

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

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

(ii) The Trustee shall register the Transfer of any Class R Certificate  only if
     it shall have received the Transfer Affidavit and Agreement,  a certificate
     of the Holder  requesting  such  transfer  in the form  attached  hereto as
     Exhibit G-2 and all of such other  documents as shall have been  reasonably
     required by the Trustee as a condition to such  registration.  Transfers of


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

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

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

(iv) The Trustee shall make  available,  upon written  request from the Internal
     Revenue  Service  or  any  potentially  affected  Person,  all  information
     necessary  to compute any tax imposed (A) as a result of the Transfer of an
     Ownership  Interest  in a  Class  R  Certificate  to  any  Person  who is a
     Disqualified  Organization,  including the  information  regarding  "excess
     inclusions"  of such Class R  Certificates  required  to be provided to the
     Internal  Revenue  Service and  certain  Persons as  described  in Treasury


                                       85
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     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, Class M or Class B Certificates below
          the lower of the  then-current  rating or the rating  assigned to such
          Certificates as of the Closing Date by such Rating Agency; and

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

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

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

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

        If (i) any  mutilated  Certificate  is  surrendered  to the  Certificate
Registrar,  or the Trustee and the  Certificate  Registrar  receive  evidence to
their  satisfaction of the destruction,  loss or theft of any  Certificate,  and
(ii) there is  delivered  to the  Trustee  and the  Certificate  Registrar  such
security or indemnity as may be required by them to save each of them  harmless,
then, in the absence of notice to the Trustee or the Certificate  Registrar that
such  Certificate has been acquired by a bona fide purchaser,  the Trustee shall
execute  and the  Certificate  Registrar  shall  authenticate  and  deliver,  in


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<PAGE>

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

Section 5.05.  Appointment of Paying Agent.

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

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

Section 5.06.  Optional Purchase of Certificates.

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

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<PAGE>

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

(d) If any  Certificateholders  do not surrender their Certificates on or before
the Distribution Date on which a purchase pursuant to this Section 5.06 is to be
made,  the  Trustee  shall on such date cause all funds in the  Payment  Account
deposited  therein by the Servicer  pursuant to Section  5.06(b) to be withdrawn
therefrom  and  deposited in a separate  escrow  account for the benefit of such
Certificateholders,  and the Servicer shall give a second written notice to such
Certificateholders  to surrender their  Certificates for payment of the purchase
price  therefor.  If within six months after the second  notice any  Certificate
shall not have  been  surrendered  for  cancellation,  the  Trustee  shall  take
appropriate  steps as  directed  by the  Servicer to contact the Holders of such
Certificates concerning surrender of their Certificates.  The costs and expenses
of maintaining the escrow account and of contacting  Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any  Certificates  shall not have been  surrendered  for
cancellation  in accordance with this Section 5.06, the Trustee shall pay to the
Servicer all amounts distributable to the Holders thereof and the Servicer shall
thereafter  hold such amounts until  distributed  to such  Holders.  No interest
shall  accrue or be payable to any  Certificateholder  on any amount held in the
escrow  account  or by the  Servicer  as a  result  of such  Certificateholder's
failure to surrender  its  Certificate(s)  for payment in  accordance  with this


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Section 5.06. Any Certificate that is not surrendered on the  Distribution  Date
on which a purchase pursuant to this Section 5.06 occurs as provided above shall
be deemed to have been  purchased  and the  Holder as of such date shall have no
rights with respect  thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto.  Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder.  The Servicer shall be for
all purposes the Holder thereof as of such date.

                                   ARTICLE VI

                          THE COMPANY AND THE SERVICER

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

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

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

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

(b) Any  Person  into  which  the  Company  or the  Servicer  may be  merged  or
consolidated,  or any corporation  resulting from any merger or consolidation to
which the Company or the Servicer shall be a party, or any Person  succeeding to
the  business  of the Company or the  Servicer,  shall be the  successor  of the
Company or the Servicer, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary  notwithstanding;  provided,  however,  that the
successor  or  surviving  Person to the  Servicer  shall be qualified to service
mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that
each  Rating  Agency's  ratings,  if  any,  of the  Senior  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


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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 that have been rated in effect  immediately prior
to such assignment and delegation will not be qualified, reduced or withdrawn as
a result of such  assignment  and  delegation  (as evidenced by a letter to such
effect  from  each  Rating  Agency).  In the  case of any  such  assignment  and
delegation,  the  Servicer  shall be released  from its  obligations  under this
Agreement,  except that the Servicer shall remain liable for all liabilities and
obligations  incurred by it as Servicer  hereunder prior to the  satisfaction of
the conditions to such assignment and delegation set forth in the next preceding
sentence.

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

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

        Neither the Company nor the Servicer  shall be under any  obligation  to
appear in, prosecute or defend any legal or administrative  action,  proceeding,
hearing or examination  that is not  incidental to its  respective  duties under
this  Agreement  and which in its  opinion  may  involve  it in any  expense  or
liability;  provided,  however,  that the  Company  or the  Servicer  may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem  necessary or desirable in respect to this Agreement and the rights and
duties  of the  parties  hereto  and  the  interests  of the  Certificateholders
hereunder.  In such  event,  the  legal  expenses  and  costs  of  such  action,
proceeding,  hearing or examination and any liability  resulting therefrom shall
be expenses,  costs and  liabilities  of the Trust Fund, and the Company and the
Servicer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans on deposit in the Custodial Account as provided by Section
3.10  and,  on  the  Distribution  Date(s)  following  such  reimbursement,  the


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

Section 6.04.  Company and Servicer Not to Resign.

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

                                  ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default.

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

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

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

     (iii)a  decree  or  order of a court or  agency  or  supervisory  authority
          having  jurisdiction in the premises in an involuntary  case under any
          present or future federal or state  bankruptcy,  insolvency or similar
          law or  appointing  a  conservator  or receiver or  liquidator  in any
          insolvency,   readjustment   of  debt,   marshalling   of  assets  and


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<PAGE>

          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
Assignments  of  Mortgages  to the  Trustee  if MERS is not the  mortgagee  of a
Mortgage  Loan  or  otherwise  in  accordance  with  Section  7.02(b).  No  such
termination shall release the Servicer for any liability that it would otherwise
have  hereunder  for any act or  omission  prior to the  effective  time of such
termination.

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<PAGE>

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

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

(a) Within 90 days of the time the Servicer  resigns pursuant to Section 6.04 or
receives a notice of  termination  pursuant  to Section  7.01,  the Trustee or a
successor  Servicer appointed by the Trustee hereunder shall be the successor in
all respects to the Servicer in its  capacity as Servicer  under this  Agreement
and the  transactions  set forth or  provided  for  herein  and shall be subject
thereafter to all the responsibilities,  duties,  liabilities and limitations on
liabilities relating thereto placed on the Servicer, including the obligation to
make Advances  which have been or will be required to be made, but excluding the
representations  of the  Servicer  contained in Section  2.03,  by the terms and
provisions  hereof;  provided  that  any  failure  to  perform  such  duties  or
responsibilities  caused  by  the  predecessor  Servicer's  failure  to  provide
information  required by Section 4.02 or 4.03 shall not be  considered a default
by the Trustee as successor  Servicer  hereunder;  and provided further that the
Trustee shall have no obligation whatsoever with respect to any liability (other
than  Advances  deemed  recoverable  and not  previously  made)  incurred by the
predecessor  Servicer at or prior to the time of receipt by such Servicer of the
notice of termination  pursuant to Section 7.01 or receipt by the Trustee of the
Opinion of Counsel  referred to in Section 6.04. As compensation  therefor,  the
Trustee  shall be entitled to the  Servicing  Fee and all funds  relating to the
Mortgage  Loans  which the  Servicer  would have been  entitled to charge to the
Custodial  Account if the Servicer had  continued to act  hereunder,  except for
amounts that the Servicer shall be entitled to receive pursuant to Section 7.01.
If the Trustee has become the  successor  to the  Servicer  in  accordance  with
Section  6.04 or this  Section  7.02,  then  notwithstanding  the above,  if the
Trustee  shall be unwilling to so act, or shall be unable to so act, the Trustee
may  appoint,  or petition a court of  competent  jurisdiction  to appoint,  any
established housing and home finance institution,  which is also a Fannie Mae or
Freddie Mac-approved mortgage servicing  institution,  having a net worth of not
less  than  $10,000,000  as the  successor  to  the  Servicer  hereunder  in the
assumption of all or any part of the responsibilities,  duties or liabilities of
the  Servicer  hereunder.  Pending  appointment  of a successor  to the Servicer
hereunder,  the Trustee shall act in such capacity as herein above provided.  In
connection  with such  appointment  and  assumption,  the  Trustee may make such
arrangements  for the compensation of such successor out of payments on Mortgage
Loans as it and such  successor  shall agree;  provided,  however,  that no such
compensation shall be in excess of that permitted the Servicer  hereunder.  Each
of the Seller, the Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.

        If the Trustee  becomes the  successor  to the Servicer  hereunder,  the
Trustee  shall be  entitled  to be  reimbursed  by the  Servicer  for all  costs
associated  with the  transfer of the  servicing  of the  Mortgage  Loans to the
Trustee,  including any costs or expenses  associated with the complete transfer
of all servicing data and the  completion,  correction or  manipulation  of such


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<PAGE>

servicing  data as may be  required  by the  Trustee  to  correct  any errors or
insufficiencies  in the  servicing  data or  otherwise  to enable the Trustee to
service the Mortgage Loans in accordance with this Agreement. To the extent that
any such costs and expenses of the Trustee resulting from the termination of the
Servicer  pursuant to this Section  7.02 are not  reimbursed  by the  terminated
Servicer,  the  Trustee  shall be entitled  to  reimbursement  of such costs and
expenses from the Payment Account.

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

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

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

Section 7.03.  Notification to Certificateholders.
               ----------------------------------
(a) Upon any such termination or appointment of a successor to the Servicer, the
Trustee shall give prompt written notice  thereof to the  Certificateholders  at
their respective addresses appearing in the Certificate Register.

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

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<PAGE>

Section 7.04.  Waiver of Events of Default.
               ---------------------------

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01.  Duties of Trustee.
               -----------------

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

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

        The Trustee shall  forward or cause to be forwarded in a timely  fashion
the  notices,  reports and  statements  required to be  forwarded by the Trustee
pursuant to Sections 4.03, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Servicer such information that is in the Trustee's  possession or
control  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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<PAGE>

     (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


                                       96
<PAGE>

foreclosure  property"  as defined in Section  860G(c) of the Code,  but only if
such taxes  arise out of a breach by the Trustee of its  obligations  hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.

Section 8.02.  Certain Matters Affecting the Trustee.

(a)            Except as otherwise provided in Section 8.01:

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

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

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

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

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


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          the making of such  investigation  is, in the opinion of the  Trustee,
          not reasonably  assured to the Trustee by the security  afforded to it
          by the terms of this  Agreement,  the Trustee  may require  reasonable
          indemnity  against  such  expense or  liability  as a condition  to so
          proceeding.  The reasonable expense of every such examination shall be
          paid by the  Servicer,  if an Event of Default shall have occurred and
          is continuing,  and otherwise by the Certificateholder  requesting the
          investigation;

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

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

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

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

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

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Section 8.04.  Trustee May Own Certificates.
               ----------------------------

        The Trustee in its individual or any other capacity may become the owner
or pledgee  of  Certificates  with the same  rights it would have if it were not
Trustee. The Trustee may transact business with the Company,  the Servicer,  and
their Affiliates, with the same rights it would have if it were not Trustee.

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

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

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

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

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

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

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

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

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

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


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<PAGE>

combined  capital  and  surplus  of such  corporation  shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  In case at any time the  Trustee  shall  cease to be eligible in
accordance  with the  provisions  of this  Section,  the  Trustee  shall  resign
immediately in the manner and with the effect specified in Section 8.07.

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

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

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

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

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<PAGE>

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

Section 8.08.  Successor Trustee.
               -----------------

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

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

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

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

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

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

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting  any legal  requirements  of any  jurisdiction  in which any part of the
Trust  Fund or  property  securing  the  same may at the  time be  located,  the
Servicer and the Trustee  acting  jointly shall have the power and shall execute
and  deliver all  instruments  to appoint  one or more  Persons  approved by the


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

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

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

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

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


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<PAGE>

written  confirmation  from each Rating  Agency that such  appointment  will not
reduce the rating  assigned to any Class of  Certificates  by such Rating Agency
below  the  lower of the  then-current  rating or the  rating  assigned  to such
Certificates  as of the Closing Date by such Rating  Agency.  Subject to Article
VIII, the Trustee  agrees to comply with the terms of each  Custodial  Agreement
and to enforce the terms and  provisions  thereof  against the Custodian for the
benefit  of  the  Certificateholders.  Each  Custodian  shall  be  a  depository
institution  subject to supervision  by federal or state  authority and shall be
qualified  to do business  in the  jurisdiction  in which it holds any  Mortgage
File. Each Custodian (other than the Custodian appointed as of the Closing Date)
shall  have a  combined  capital  and  surplus  of at  least  $10,000,000.  Each
Custodial  Agreement  may be amended  only as  provided  in Section  11.01.  The
Trustee shall notify the  Certificateholders of the appointment of any Custodian
(other than the  Custodian  appointed as of the Closing  Date)  pursuant to this
Section 8.11.

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

        The Trustee  shall  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially  designates its offices located at 4 New York Plaza, Sixth
Floor,  New York,  New York 10004 for the  purposes of keeping  the  Certificate
Register.  The Trustee shall maintain an office at each of the addresses  stated
in Section  11.05  hereof  where  notices  and demands to or upon the Trustee in
respect of this Agreement may be served.

                                   ARTICLE IX

                                   TERMINATION

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

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

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

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


                                      103
<PAGE>

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

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

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

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

(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


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Servicer,  the Servicer  shall deposit in the Payment  Account  before the Final
Distribution Date in immediately available funds an amount equal to the purchase
price for the assets of the Trust Fund computed as above provided.

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

(d) If any  Certificateholders  shall not surrender their Certificates for final
payment  and  cancellation  on or  before  the  Final  Distribution  Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Payment Account not distributed in final distribution to  Certificateholders
to be withdrawn  therefrom and credited to the remaining  Certificateholders  by
depositing  such  funds in a separate  escrow  account  for the  benefit of such
Certificateholders,  and the Servicer (if it exercised its right to purchase the
assets of the Trust  Fund),  or the  Trustee  (in any other  case)  shall give a
second written  notice to the remaining  Certificateholders  to surrender  their
Certificates for cancellation  and receive the final  distribution  with respect
thereto.  If within six months after the second notice any Certificate shall not
have been surrendered for cancellation, the Trustee shall take appropriate steps
as  directed  by  the  Servicer  to  contact  the  remaining  Certificateholders
concerning   surrender  of  their  Certificates.   The  costs  and  expenses  of
maintaining  the escrow  account and of contacting  Certificateholders  shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any  Certificates  shall not have been  surrendered  for
cancellation, the Trustee shall pay to the Servicer all amounts distributable to
the holders  thereof and the Servicer shall  thereafter  hold such amounts until
distributed  to such  holders.  No  interest  shall  accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Servicer as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.

Section 9.02.  Additional Termination Requirements.
               -----------------------------------

     (a) Each  REMIC  that  comprises  the Trust  Fund  shall be  terminated  in
accordance  with the  following  additional  requirements,  unless  (subject  to
Section  10.01(f))  the Trustee  and the  Servicer  have  received an Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the
effect that the failure of either REMIC to comply with the  requirements of this
Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on
"prohibited  transactions,"  as described  in Section 860F of the Code,  or (ii)
cause  either  REMIC  to fail  to  qualify  as a  REMIC  at any  time  that  any
Certificate is outstanding:

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<PAGE>

(i)            The Servicer shall establish a 90-day liquidation period for such
               REMIC and  specify  the first day of such  period in a  statement
               attached  to the  Trust  Fund's  final  Tax  Return  pursuant  to
               Treasury  regulations  Section 1.860F-1.  The Servicer also shall
               satisfy all of the requirements of a qualified  liquidation for a
               REMIC under Section 860F of the Code and regulations thereunder;

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

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

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

                                   ARTICLE X

                                REMIC PROVISIONS

Section 10.01. REMIC Administration.

(a) The REMIC  Administrator  shall make an  election to treat the Trust Fund as
two REMICs under the Code and, if  necessary,  under  applicable  state law. The
assets of each REMIC are set forth in this  Agreement.  Such  election  shall be
made on  Form  1066 or  other  appropriate  federal  tax or  information  return
(including  Form 8811) or any  appropriate  state  return for the  taxable  year
ending  on the  last day of the  calendar  year in which  the  Certificates  are
issued.  For the  purposes of the REMIC  elections in respect of the Trust Fund,
Certificates  and interests to be designated as the "regular  interests" and the
sole class of "residual  interests"  in each REMIC shall be set forth in Section
10.03. The REMIC  Administrator and the Trustee shall not permit the creation of
any  "interests"  (within the meaning of Section 860G of the Code) in each REMIC
elected in respect of the Trust  Fund  other than the  "regular  interests"  and
"residual interests" so designated.

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

(c) GMACM  shall  hold a Class R  Certificate  representing  a 0.02%  Percentage
Interest in each Class of the Class R  Certificates  and shall be  designated as
"the tax matters person" with respect to each REMIC in the manner provided under
Treasury  regulations  section  1.860F-4(d)  and  Treasury  regulations  section
301.6231(a)(7)-1.  The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each REMIC in relation to any tax matter or  controversy  involving
the Trust  Fund and (ii)  represent  the  Trust  Fund in any  administrative  or
judicial  proceeding  relating to an  examination  or audit by any  governmental
taxing authority with respect  thereto.  The legal expenses,  including  without


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<PAGE>

limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability  resulting  therefrom  shall be expenses of the Trust Fund and the
REMIC Administrator  shall be entitled to reimbursement  therefor out of amounts
attributable  to the  Mortgage  Loans on  deposit  in the  Custodial  Account as
provided by Section  3.10 unless such legal  expenses  and costs are incurred by
reason  of the REMIC  Administrator's  willful  misfeasance,  bad faith or gross
negligence.

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

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

(f) The Servicer and the REMIC  Administrator  shall take such actions and shall
cause each REMIC created hereunder to take such actions as are reasonably within
the Servicer's or the REMIC Administrator's  control and the scope of its duties
more  specifically  set  forth  herein as shall be  necessary  or  desirable  to
maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the
Trustee  shall assist the Servicer  and the REMIC  Administrator,  to the extent
reasonably  requested by the Servicer and the REMIC Administrator to do so). The
Servicer and the REMIC  Administrator  shall not knowingly or intentionally take
any action,  cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably  within their respective  control that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger  the status of any portion of either REMIC as a REMIC or (ii) result in
the imposition of a tax upon either REMIC  (including but not limited to the tax
on prohibited  transactions as defined in Section 860F(a)(2) of the Code and the
tax on  contributions  to a REMIC  set  forth in  Section  860G(d)  of the Code)
(either   such  event,   in  the  absence  of  an  Opinion  of  Counsel  or  the
indemnification  referred to in this sentence,  an "Adverse REMIC Event") unless
the Servicer or the REMIC Administrator,  as applicable, has received an Opinion
of Counsel (at the expense of the party  seeking to take such action or, if such
party fails to pay such expense, and the Servicer or the REMIC Administrator, as
applicable,  determines  that taking such action is in the best  interest of the
Trust Fund and the Certificateholders,  at the expense of the Trust Fund, but in
no event at the expense of the Servicer, the REMIC Administrator or the Trustee)
to the effect that the contemplated  action will not, with respect to each REMIC
created  hereunder,  endanger  such status or,  unless the  Servicer,  the REMIC
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


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<PAGE>

applicable,  or its  designee,  in writing,  with respect to whether such action
could cause an Adverse  REMIC Event to occur with respect to either  REMIC,  and
the  Trustee  shall not take any such action or cause  either  REMIC to take any
such action as to which the Servicer or the REMIC Administrator,  as applicable,
has advised it in writing that an Adverse REMIC Event could occur.  The Servicer
or the REMIC Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not  expressly  permitted by this  Agreement,  but in no event at the
expense  of the  Servicer  or the  REMIC  Administrator.  At all times as may be
required by the Code,  the Servicer  shall to the extent  within its control and
the  scope  of  its  duties  more   specifically  set  forth  herein,   maintain
substantially  all of the assets of each REMIC  created  hereunder as "qualified
mortgages"  as  defined  in  Section  860G(a)(3)  of  the  Code  and  "permitted
investments" as defined in Section 860G(a)(5) of the Code.

(g) In the event that any tax is imposed on "prohibited  transactions" of either
REMIC  created  hereunder as defined in Section  860F(a)(2) of the Code, on "net
income from foreclosure  property" of either REMIC as defined in Section 860G(c)
of the Code, on any contributions to either REMIC after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code
or any  applicable  provisions  of state or local  tax  laws,  such tax shall be
charged (i) to the Servicer,  if such tax arises out of or results from a breach
by the Servicer of any of its  obligations  under this Agreement or the Servicer
has in its sole  discretion  determined to indemnify the Trust Fund against such
tax, (ii) to the Trustee,  if such tax arises out of or results from a breach by
the Trustee of any of its  obligations  under this Article X, or (iii) otherwise
against amounts on deposit in the Custodial  Account as provided by Section 3.10
and on the Distribution  Date(s)  following such  reimbursement the aggregate of
such taxes shall be allocated in reduction of the Accrued  Certificate  Interest
on each Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.

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

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<PAGE>

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

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

(k)  Solely for the  purposes  of Section  1.860G-1(a)(4)(iii)  of the  Treasury
Regulations,  the  "latest  possible  maturity  date" for each  REMIC II Regular
Interest shall be its Maturity Date, and the "latest possible maturity date" for
each REMIC I Regular Interest shall be its latest possible  maturity date as set
forth in the preliminary statement.

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

(m) Neither the Trustee nor the Servicer  shall sell,  dispose of or  substitute
for any of the  Mortgage  Loans  (except  in  connection  with (i) the  default,
imminent  default or foreclosure  of a Mortgage Loan,  including but not limited
to, the acquisition or sale of a Mortgaged  Property acquired by deed in lieu of
foreclosure,  (ii) the bankruptcy of either REMIC created  hereunder,  (iii) the
termination of the applicable  REMIC pursuant to Article IX of this Agreement or
(iv) a  purchase  of  Mortgage  Loans  pursuant  to  Article  II or III of  this
Agreement)  nor acquire any assets for either REMIC,  nor sell or dispose of any
investments in the Custodial  Account or the Payment Account for gain nor accept
any  contributions to either REMIC after the Closing Date unless it has received
an Opinion of Counsel that such sale,  disposition,  substitution or acquisition
will not (a)  affect  adversely  the  status of  either  REMIC as a REMIC or (b)
unless the Servicer has determined in its sole discretion to indemnify the Trust
Fund against such tax,  cause either REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

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

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


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<PAGE>

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, Class PO, Class IO, Class M-1,  Class M-2, Class M-3, Class
B-1, Class B-2 and Class B-3 Certificates,  will be "regular interests" in REMIC
II,  and the  Class  R-II  Certificates  will be the  sole  class  of  "residual
interests"  therein for  purposes of the REMIC  Provisions  (as defined  herein)
under federal income tax law.

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

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

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<PAGE>

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

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

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

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

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

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

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

Section 10.05. Compliance with Withholding Requirements.
               ----------------------------------------

        Notwithstanding  any other provision of this  Agreement,  the Trustee or
any Paying  Agent,  as  applicable,  shall  comply with all federal  withholding
requirements  respecting payments to  Certificateholders,  including interest or
original  issue  discount  payments or advances  thereof that the Trustee or any
Paying Agent, as applicable,  reasonably believes are applicable under the Code.
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.

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<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01. Amendment.
               ---------

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

     (i)  to cure any ambiguity,

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

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

     (iv) to change the timing  and/or  nature of  deposits  into the  Custodial
          Account  or the  Payment  Account  or to change  the name in which the
          Custodial Account is maintained, provided that (A) the Payment Account
          Deposit Date shall in no event be later than the related  Distribution
          Date,  (B) such  change  shall  not,  as  evidenced  by an  Opinion of
          Counsel, adversely affect in any material respect the interests of any
          Certificateholder  and (C) such change shall not result in a reduction
          of the rating assigned to any Class of Certificates below the lower of
          the then-current rating or the rating assigned to such Certificates as
          of the Closing  Date, as evidenced by a letter from each Rating Agency
          to such effect,

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

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<PAGE>

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

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

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

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

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

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

     (d) Promptly  after the  execution of any such  amendment the Trustee shall
furnish written notification of the substance of such amendment to the Custodian
and each  Certificateholder.  It  shall  not be  necessary  for the  consent  of
Certificateholders  under this Section 11.01 to approve the  particular  form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance  thereof.  The manner of obtaining such consents and of evidencing
the  authorization  of the  execution  thereof  by  Certificateholders  shall be
subject to such reasonable regulations as the Trustee may prescribe.

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

     (a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate  public offices for real property  records in all
the  counties  or other  comparable  jurisdictions  in  which  any or all of the
properties  subject to the Mortgages are situated,  and in any other appropriate
public  recording  office or elsewhere,  such  recordation to be effected by the
Servicer and at its expense on direction by the Trustee (pursuant to the request


                                      113
<PAGE>

of Holders of Certificates  entitled to at least 25% of the Voting Rights),  but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation   materially   and   beneficially   affects  the  interests  of  the
Certificateholders.

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

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

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

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

(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute  any suit,  action or proceeding in equity or at law upon
or under or with respect to this Agreement,  unless such Holder previously shall
have given to the  Trustee a written  notice of default  and of the  continuance
thereof, as hereinbefore  provided,  and unless also the Holders of Certificates
of any  Class  evidencing  in the  aggregate  not less  than 25% of the  related
Percentage  Interests of such Class,  shall have made  written  request upon the
Trustee to institute such action,  suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable  indemnity as it
may require against the costs,  expenses and liabilities to be incurred  therein
or  thereby,  and the  Trustee,  for 60 days after its  receipt of such  notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action,  suit or proceeding  it being  understood  and intended,  and being
expressly    covenanted   by   each    Certificateholder    with   every   other
Certificateholder  and the Trustee,  that no one or more Holders of Certificates
of any  Class  shall  have any  right in any  manner  whatever  by virtue of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders of any other of such  Certificates  of such Class or any other Class, or
to  obtain or seek to  obtain  priority  over or  preference  to any other  such
Holder,  or to  enforce  any right  under this  Agreement,  except in the manner
herein provided and for the common benefit of  Certificateholders  of such Class
or all Classes,  as the case may be. For the protection  and  enforcement of the
provisions  of this  Section  11.03,  each and every  Certificateholder  and the
Trustee  shall be entitled  to such  relief as can be given  either at law or in
equity.

                                      114
<PAGE>

Section 11.04. Governing Law.
               -------------

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

Section 11.05. Notices.
               -------

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

Recipient                           Address
Company                             8400 Normandale Lake Boulevard
                                    Suite 250, Minneapolis, Minnesota 55437,
                                    Attention: President
Servicer                            100 Witmer Road
                                    Horsham, Pennsylvania 19044,
                                    Attention: President
Trustee                             4 New York Plaza
                                    Sixth Floor
                                    New York, New York 10004
Standard & Poor's                   55 Water Street
                                    New York, New York 10041
Fitch                               One State Street Plaza
                                    Residential Mortgage-Backed Securities
                                    30th Floor
                                    New York, New York 10004

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

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

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


                                      115
<PAGE>

copy to each Rating  Agency at such time as  otherwise  required to be delivered
pursuant to this Agreement of any of the statements described in clauses (e) and
(f) below:

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

(b) the occurrence of an Event of Default,

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

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

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

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

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

(h) the occurrence of the Final Distribution Date.

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

Section 11.07. Severability of Provisions.

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

Section 11.08. Supplemental Provisions for Resecuritization.

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


                                      116
<PAGE>

Article.  The instrument adopting such Supplemental Article shall be executed by
the Company, the Servicer and the Trustee;  provided,  that neither the Servicer
nor the  Trustee  shall  withhold  their  consent  thereto  if their  respective
interests would not be materially adversely affected thereby. To the extent that
the terms of the Supplemental Article do not in any way affect any provisions of
this Agreement as to any of the  Certificates  initially issued  hereunder,  the
adoption of the Supplemental Article shall not constitute an "amendment" of this
Agreement.

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

Section 11.09. Allocation of Voting Rights.
               ---------------------------

        98% of all of the Voting  Rights  shall be  allocated  among  Holders of
Certificates, other than the 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 IO
Certificates,  in accordance with their respective Percentage Interests, 0.5% of
all  Voting  Rights  shall be  allocated  among  the  Holders  of the  Class R-I
Certificates, in accordance with their respective Percentage Interests, and 0.5%
of all Voting  Rights  shall be  allocated  among the  Holders of the Class R-II
Certificates, in accordance with their respective Percentage Interests.

Section 11.10. Non-Petition.
               ------------

        The Company,  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.



                                      117
<PAGE>



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

                                            RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.



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



                                            GMAC MORTGAGE CORPORATION



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



                                            JPMORGAN CHASE BANK,
                                                   as Trustee



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


                                      118
<PAGE>



STATE OF                                      )
                                              )  ss.:
COUNTY OF                                     )

        On the _____ day of __________,  200__ before me, a notary public in and
for  said   State,   personally   appeared   __________,   known  to  me  to  be
_______________  of  Residential  Asset  Mortgage  Products,  Inc.,  one  of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

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


                                                ____________________________
                                                   Notary Public

[Notarial Seal]


                                      119
<PAGE>


STATE OF                                      )
                                              )  ss.:
COUNTY OF                                     )

        On the ___ day of  __________,  200__ before me, a notary  public in and
for  said  State,  personally  appeared  _______________,  known  to  me  to  be
________________  of GMAC Mortgage  Corporation,  one of the  corporations  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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

                                                _____________________________
                                                           Notary Public

[Notarial Seal]


                                      120
<PAGE>



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

        On the ___ day of  __________,  200__ before me, a notary  public in and
for  said  State,  personally  appeared  ______________,  known to me to be a[n]
______________  of JPMorgan  Chase Bank, a New York State  banking  corporation,
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]




                                      121
<PAGE>





                                   EXHIBIT A-1

                           FORM OF CLASS A CERTIFICATE



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

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

ANY TRANSFEREE OF THIS  CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE
OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED OR SECTION 4975 OF THE CODE,  OR ANY PERSON  (INCLUDING  AN
INVESTMENT  MANAGER,  A NAMED  FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)  ACTING,
DIRECTLY OR INDIRECTLY,  ON BEHALF OF OR PURCHASING ANY  CERTIFICATE  WITH "PLAN
ASSETS" OF ANY SUCH PLAN (A "PLAN INVESTOR"), (B) IT HAS ACQUIRED AND IS HOLDING
SUCH CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION EXEMPTION ("PTE") 94-29,
59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE 97-34, 62 FED. REG. 39021
(JULY 21, 1997),  PTE 2000-58,  65 FED. REG.  67765  (NOVEMBER 13, 2000) AND PTE
2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE "ISSUER EXEMPTION"), AND THAT
(I) IT UNDERSTANDS THAT THERE ARE CERTAIN  CONDITIONS TO THE AVAILABILITY OF THE
ISSUER  EXEMPTION  INCLUDING THAT SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF
PURCHASE,  NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH
OR MOODY'S AND (II) IT IS AN "ACCREDITED  INVESTOR" AS DEFINED IN RULE 501(A)(1)
OF  REGULATION  D OF THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR (C) (I) THE
TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO
PURCHASE AND HOLD THE CERTIFICATE (OR INTEREST THEREIN) IS AN "INSURANCE COMPANY
GENERAL   ACCOUNT"  (WITHIN  THE  MEANING  OF  DEPARTMENT  OF  LABOR  PROHIBITED
TRANSACTION CLASS EXEMPTION  ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH

                                A-1-1
<PAGE>

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

IF THIS  CERTIFICATE (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  PRECEDING  TRANSFEREE  THAT  EITHER (I) IS NOT A PLAN  INVESTOR,  (II)
ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE ISSUER EXEMPTION, OR (III) IS A
COMPLYING  INSURANCE COMPANY SHALL BE RESTORED,  TO THE EXTENT PERMITTED BY LAW,
TO ALL RIGHTS AND  OBLIGATIONS AS CERTIFICATE  OWNER THEREOF  RETROACTIVE TO THE
DATE OF SUCH  TRANSFER  OF THIS  CERTIFICATE.  THE  TRUSTEE  SHALL  BE  UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS  CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST  HEREIN) WAS EFFECTED IN VIOLATION OF THE  RESTRICTIONS  IN SECTION
5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE COMPANY, THE TRUSTEE, THE SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM
AND AGAINST ANY AND ALL LIABILITIES,  CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

<TABLE>

<S>                                         <C>
Certificate No. 1                            [[  ]% Pass-Through Rate][Based upon a
                                             Notional Principal Balance]
Class A-     Senior
                                             Aggregate Initial Certificate Principal
Date of Pooling and Servicing Agreement :    Balance of the Class A-
                                             Certificates:
November 25, 2003
                                             Initial [Certificate Principal Balance]
                                             [Notational Amount] of this
Cut-off Date:                                Certificate:
                                             $____________________
November 1, 2003

First Distribution Date:
December 25, 2003                            CUSIP _________  -  __________

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2033

</TABLE>

                                A-1-2

<PAGE>


                     GMAC MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2003-J8

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

               This  Certificate  is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in  Residential  Asset
Mortgage  Products,  Inc., the Servicer,  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 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
JPMorgan  Chase Bank,  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

                                        A-1-3

<PAGE>

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

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

               As  described  above,  in  connection  with any  transfer of this
Certificate, the Transferee will be deemed to have made representations relating
to the permissibility of such transfer under ERISA and Section 4975 of the Code,
as described in Section  5.02(e) of the  Agreement.  In addition,  any purported
Certificate  Owner whose acquisition or holding of this Certificate (or interest
herein) was effected in violation of the  restrictions in Section 5.02(e) of the
Agreement  shall  indemnify  and hold  harmless  the Company,  the Trustee,  the
Servicer,  any  Subservicer,  and the Trust  Fund from and  against  any and all
liabilities,  claims,  costs or expenses incurred by such parties as a result of
such acquisition or holding.

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

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

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

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

                                        A-1-4
<PAGE>

the Certificates and, in certain additional  circumstances,  without the consent
of the Holders of certain Classes of Certificates.

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

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

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

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

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

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


                                        A-1-5
<PAGE>

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


                                        A-1-6

<PAGE>


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

Dated:  __________, 200__       JPMORGAN CHASE BANK,
                                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.

                                   JPMORGAN CHASE BANK,
                                   Not in its individual capacity but solely as
                                   Certificate Registrar



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



                                        A-1-7


<PAGE>


                                   ASSIGNMENT

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

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

Dated:  Signature by or on behalf of assignor

                                           ____________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to ______________________ for the account of ___________________
account    number    ________________,    or,   if    mailed   by   check,    to
____________________________.

     Applicable statements should be mailed to ______________________________.

     This  information is provided by  ____________________,  the assignee named
above, or _________________, as its agent.


                                        A-1-8
<PAGE>

                                  EXHIBIT A-2

                          FORM OF CLASS IO CERTIFICATE

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

ANY TRANSFEREE OF THIS  CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE
OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED OR SECTION 4975 OF THE CODE,  OR ANY PERSON  (INCLUDING  AN
INVESTMENT  MANAGER,  A NAMED  FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)  ACTING,
DIRECTLY OR INDIRECTLY,  ON BEHALF OF OR PURCHASING ANY  CERTIFICATE  WITH "PLAN
ASSETS" OF ANY SUCH PLAN (A "PLAN INVESTOR"), (B) IT HAS ACQUIRED AND IS HOLDING
SUCH CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION EXEMPTION ("PTE") 94-29,
59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE 97-34, 62 FED. REG. 39021
(JULY 21, 1997),  AND PTE 2000-58,  65 FED. REG. 67765  (NOVEMBER 13, 2000) (THE
"ISSUER  EXEMPTION"),  AND  THAT  (I) IT  UNDERSTANDS  THAT  THERE  ARE  CERTAIN
CONDITIONS  TO THE  AVAILABILITY  OF THE ISSUER  EXEMPTION  INCLUDING  THAT SUCH
CERTIFICATE  MUST BE RATED,  AT THE TIME OF PURCHASE,  NOT LOWER THAN "BBB-" (OR
ITS  EQUIVALENT)  BY  STANDARD  &  Poor's,  Fitch or  Moody's  and (iI) it is an
"ACCREDITED  INVESTOR"  AS  DEFINED IN RULE  501(A)(1)  OF  REGULATION  D OF THE
SECURITIES  ACT OF 1933, AS AMENDED,  OR (C) (I) THE  TRANSFEREE IS AN INSURANCE
COMPANY,  (II) THE  SOURCE  OF FUNDS TO BE USED BY IT TO  PURCHASE  AND HOLD THE
CERTIFICATE  (OR INTEREST  THEREIN) IS AN "INSURANCE  COMPANY  GENERAL  ACCOUNT"
(WITHIN  THE  MEANING  OF  DEPARTMENT  OF  LABOR  PROHIBITED  TRANSACTION  CLASS
EXEMPTION  ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN  SATISFIED  (EACH ENTITY THAT  SATISFIES THIS CLAUSE
(C), A "COMPLYING INSURANCE COMPANY).

IF THIS  CERTIFICATE (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  PRECEDING  TRANSFEREE  THAT  EITHER (I) IS NOT A PLAN  INVESTOR,  (II)
ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE ISSUER EXEMPTION, OR (III) IS A
COMPLYING  INSURANCE COMPANY SHALL BE RESTORED,  TO THE EXTENT PERMITTED BY LAW,
TO ALL RIGHTS AND  OBLIGATIONS AS CERTIFICATE  OWNER THEREOF  RETROACTIVE TO THE
DATE OF SUCH  TRANSFER  OF THIS  CERTIFICATE.  THE  TRUSTEE  SHALL  BE  UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS  CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.

                                        A-2-1
<PAGE>

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST  HEREIN) WAS EFFECTED IN VIOLATION OF THE  RESTRICTIONS  IN SECTION
5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE COMPANY, THE TRUSTEE, THE SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM
AND AGAINST ANY AND ALL LIABILITIES,  CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


Certificate No. 1                           Variable Pass-Through Rate based on
                                            a Notional Amount
Class IO Senior
                                            [Percentage Interest ____%]
Date of Pooling and Servicing Agreement :
November 25, 2003                           [____________] Initial Pass-Through
                                            Rate based on a Notional Amount
Cut-off Date:
November 1, 2003

First Distribution Date:
December 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2033


                                        a-2-2

<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2003-J8

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

               This  Certificate  is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in  Residential  Asset
Mortgage  Products,  Inc., the Servicer,  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 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 JPMorgan
Chase Bank,  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-2-3
<PAGE>

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

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

               As  described  above,  in  connection  with any  transfer of this
Certificate the Transferee will be deemed to have made representations  relating
to the permissibility of such transfer under ERISA and Section 4975 of the Code,
as described in Section  5.02(e) of the  Agreement.  In addition,  any purported
Certificate  Owner whose acquisition or holding of this Certificate (or interest
herein) was effected in violation of the  restrictions in Section 5.02(e) of the
Agreement  shall  indemnify  and hold  harmless  the Company,  the Trustee,  the
Servicer,  any  Subservicer,  and the Trust  Fund from and  against  any and all
liabilities,  claims,  costs or expenses incurred by such parties as a result of
such acquisition or holding.

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

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

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

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

                                        A-2-4
<PAGE>

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

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

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

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

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

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

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


                                        A-2-5
<PAGE>


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

Dated:  __________, 200__     JPMORGAN CHASE BANK,
                              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.

                                  JPMORGAN CHASE BANK,
                                  Not in its individual capacity but solely as
                                  Certificate Registrar



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




                                        A-2-6

<PAGE>



                                   ASSIGNMENT

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

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

Dated:  Signature by or on behalf of assignor

                                           ____________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to ______________________ for the account of ___________________
account    number    ________________,    or,   if    mailed   by   check,    to
____________________________.

     Applicable statements should be mailed to ______________________________.

     This  information is provided by  ____________________,  the assignee named
above, or _________________, as its agent.


                                        A-2-7
<PAGE>


                                   EXHIBIT A-3

                          FORM OF CLASS PO CERTIFICATE

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

ANY TRANSFEREE OF THIS  CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE
OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED OR SECTION  4975 OF THE CODE,  OR ANY PERSON  INCLUDING  AN
INVESTMENT  MANAGER,  A NAMED  FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)  ACTING,
DIRECTLY OR INDIRECTLY,  ON BEHALF OF OR PURCHASING ANY  CERTIFICATE  WITH "PLAN
assets" of any SUCH Plan (a "plan investor"), (B) it has acquired and is holding
SUCH CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION EXEMPTION ("PTE") 94-29,
59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE 97-34, 62 FED. REG. 39021
(JULY 21, 1997),  PTE 2000-58,  65 FED. REG.  67765  (NOVEMBER 13, 2000) AND PTE
2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE "ISSUER EXEMPTION"), AND THAT
(II) IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE
ISSUER  EXEMPTION  INCLUDING THAT SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF
PURCHASE,  NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & Poor's, Fitch
or moody's and (i) it is an  "accredited  investor" as defined in rule 501(a)(1)
OF  REGULATION  D OF THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
PURCHASE AND HOLD THE CERTIFICATE (OR INTEREST THEREIN) IS AN "INSURANCE COMPANY
GENERAL   ACCOUNT"  (WITHIN  THE  MEANING  OF  DEPARTMENT  OF  LABOR  PROHIBITED
TRANSACTION CLASS EXEMPTION  ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH
IN  SECTIONS I AND III OF PTCE  95-60  HAVE BEEN  SATISFIED  (EACH  ENTITY  THAT
SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY).

IF THIS  CERTIFICATE (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  PRECEDING  TRANSFEREE  THAT  EITHER (I) IS NOT A PLAN  INVESTOR,  (II)
ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE ISSUER EXEMPTION, OR (III) IS A
COMPLYING  INSURANCE COMPANY SHALL BE RESTORED,  TO THE EXTENT PERMITTED BY LAW,
TO ALL RIGHTS AND  OBLIGATIONS AS CERTIFICATE  OWNER THEREOF  RETROACTIVE TO THE
DATE OF SUCH  TRANSFER  OF THIS  CERTIFICATE.  THE  TRUSTEE  SHALL  BE  UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS  CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.

                                        A-3-1
<PAGE>

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST  HEREIN) WAS EFFECTED IN VIOLATION OF THE  RESTRICTIONS  IN SECTION
5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE COMPANY, THE TRUSTEE, THE SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM
AND AGAINST ANY AND ALL LIABILITIES,  CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

<TABLE>

<S>             <C>                         <C>
Certificate No. 1                           0.00% Pass-Through Rate

Class PO Senior                             Aggregate Initial Certificate Principal
                                            Balance of the Class PO Certificates $[  ]
Date of Pooling and Servicing Agreement :
November 25, 2003                           Initial Certificate Principal
                                            Balance of this Certificate:
                                            $_________________
Cut-off Date:
November 1, 2003                            CUSIP _________ -____

First Distribution Date:
December 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2033

</TABLE>

                                        A-3-2


<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2003-J8

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

               This  Certificate  is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in  Residential  Asset
Mortgage  Products,  Inc., the Servicer,  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 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
JPMorgan  Chase Bank,  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,

                                        A-3-3
<PAGE>

or by check mailed to the address of the Person entitled  thereto,  as such name
and address shall appear on the Certificate Register.

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

               As  described  above,  in  connection  with any  transfer of this
Certificate the Transferee will be deemed to have made representations  relating
to the permissibility of such transfer under ERISA and Section 4975 of the Code,
as described in Section  5.02(e) of the  Agreement.  In addition,  any purported
Certificate  Owner whose acquisition or holding of this Certificate (or interest
herein) was effected in violation of the  restrictions in Section 5.02(e) of the
Agreement  shall  indemnify  and hold  harmless  the Company,  the Trustee,  the
Servicer,  any  Subservicer,  and the Trust  Fund from and  against  any and all
liabilities,  claims,  costs or expenses incurred by such parties as a result of
such acquisition or holding.

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

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

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

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

                                        A-3-4
<PAGE>

the Certificates and, in certain additional  circumstances,  without the consent
of the Holders of certain Classes of Certificates.

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

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

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

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

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

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

                                        A-3-5
<PAGE>

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

                                        A-3-6


<PAGE>


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

Dated:  _________, 200__     JPMORGAN CHASE BANK,
                             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.

                               JPMORGAN CHASE BANK,
                               Not in its individual capacity but solely as
                               Certificate Registrar



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




                                        A-3-7
<PAGE>


                                   ASSIGNMENT

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

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

Dated:  Signature by or on behalf of assignor

                                           ____________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to ______________________ for the account of ___________________
account    number    ________________,    or,   if    mailed   by   check,    to
____________________________.

     Applicable statements should be mailed to ______________________________.

     This  information is provided by  ____________________,  the assignee named
above, or _________________, as its agent.


                                        A-3-8

<PAGE>


                                    EXHIBIT B

                           FORM OF CLASS M CERTIFICATE

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

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

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

ANY TRANSFEREE OF THIS  CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE
OF ITS PURCHASE OR HOLDING OF THIS  CERTIFICATE (OR INTEREST HEREIN) THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED OR SECTION 4975 OF THE CODE,  OR ANY PERSON  (INCLUDING  AN
INVESTMENT  MANAGER,  A NAMED  FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)  ACTING,
DIRECTLY OR INDIRECTLY,  ON BEHALF OF OR PURCHASING ANY  CERTIFICATE  WITH "PLAN
ASSETS" OF ANY SUCH PLAN (A "PLAN INVESTOR"), (B) IT HAS ACQUIRED AND IS HOLDING
SUCH CERTIFICATE IN RELIANCE ON PROHIBITED  TRANSACTION EXEMPTION ("PTE") 94-29,
59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE 97-34, 62 FED. REG. 39021
(JULY 21, 1997),  PTE 2000-58,  65 FED. REG.  67765  (NOVEMBER 13, 2000) AND PTE
2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE "ISSUER EXEMPTION"), AND THAT
(I) IT UNDERSTANDS THAT THERE ARE CERTAIN  CONDITIONS TO THE AVAILABILITY OF THE
ISSUER  EXEMPTION  INCLUDING THAT SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF
PURCHASE,  NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & Poor's, Fitch
OR MOODY'S AND (II) IT IS AN "ACCREDITED  INVESTOR" AS DEFINED IN RULE 501(A)(1)
OF  REGULATION  D OF THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR (C) (I) THE
TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO
PURCHASE AND HOLD THE CERTIFICATE (OR INTEREST THEREIN) IS AN "INSURANCE COMPANY

                                        B-1
<PAGE>

GENERAL   ACCOUNT"  (WITHIN  THE  MEANING  OF  DEPARTMENT  OF  LABOR  PROHIBITED
TRANSACTION CLASS EXEMPTION  ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH
IN  SECTIONS I AND III OF PTCE  95-60  HAVE BEEN  SATISFIED  (EACH  ENTITY  THAT
SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY).

IF THIS  CERTIFICATE (OR ANY INTEREST  HEREIN) IS ACQUIRED OR HELD BY ANY PERSON
THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH,  THEN
THE LAST  PRECEDING  TRANSFEREE  THAT  EITHER (I) IS NOT A PLAN  INVESTOR,  (II)
ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE ISSUER EXEMPTION, OR (III) IS A
COMPLYING  INSURANCE COMPANY SHALL BE RESTORED,  TO THE EXTENT PERMITTED BY LAW,
TO ALL RIGHTS AND  OBLIGATIONS AS CERTIFICATE  OWNER THEREOF  RETROACTIVE TO THE
DATE OF SUCH  TRANSFER  OF THIS  CERTIFICATE.  THE  TRUSTEE  SHALL  BE  UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS  CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST  HEREIN) WAS EFFECTED IN VIOLATION OF THE  RESTRICTIONS  IN SECTION
5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE COMPANY, THE TRUSTEE, THE SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM
AND AGAINST ANY AND ALL LIABILITIES,  CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

<TABLE>

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

Class M-     Subordinate
                                                        Aggregate Certificate Principal Balance
Date of Pooling and Servicing Agreement :               of the Class M-[   ] Certificates:

November 25, 2003                                       $ ______________]
                                                         ----------------------------

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

First Distribution Date:                                CUSIP ____________ -_______

December 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2033

</TABLE>

                                        B-2


<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-J8

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

               This  Certificate  is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in  Residential  Asset
Mortgage  Products,  Inc., the Servicer,  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 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 JPMorgan Chase Bank, 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,

                                        B-3
<PAGE>

or by check mailed to the address of the Person entitled  thereto,  as such name
and address shall appear on the Certificate Register.

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

               As  described  above,  in  connection  with any  transfer of this
Certificate the Transferee will be deemed to have made representations  relating
to the permissibility of such transfer under ERISA and Section 4975 of the Code,
as described in Section  5.02(e) of the  Agreement.  In addition,  any purported
Certificate  Owner whose acquisition or holding of this Certificate (or interest
herein) was effected in violation of the  restrictions in Section 5.02(e) of the
Agreement  shall  indemnify  and hold  harmless  the Company,  the Trustee,  the
Servicer,  any  Subservicer,  and the Trust  Fund from and  against  any and all
liabilities,  claims,  costs or expenses incurred by such parties as a result of
such acquisition or holding.

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

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

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

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

                                        B-4
<PAGE>

the Certificates and, in certain additional  circumstances,  without the consent
of the Holders of certain Classes of Certificates.

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

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

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

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

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

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

                                        B-5
<PAGE>



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

                                        B-6

<PAGE>


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

Dated:  __________, 200__         JPMORGAN CHASE BANK,
                                  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.

                                   JPMORGAN CHASE BANK,
                                   Not in its individual capacity but solely as
                                   Certificate Registrar



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



                                        B-7

<PAGE>


                                   ASSIGNMENT

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

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

Dated:  Signature by or on behalf of assignor

                                           ____________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to ______________________ for the account of ___________________
account    number    ________________,    or,   if    mailed   by   check,    to
____________________________.

     Applicable statements should be mailed to ______________________________.

     This  information is provided by  ____________________,  the assignee named
above, or _________________, as its agent.



                                        B-8
<PAGE>


                                    EXHIBIT C

                           FORM OF CLASS B CERTIFICATE

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

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

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

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

                                                  Date::
November 25, 2003                                 $ ______________ ]

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

First Distribution Date:
December 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2033
</TABLE>

                                        C-1
<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-J8

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

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

               This certifies that [ ] is the registered owner of the Percentage
Interest  evidenced by this  Certificate  (obtained by dividing the  Certificate
Principal  Balance of this  Certificate by the aggregate  Certificate  Principal
Balance  of all Class B-  Certificates,  both as  specified  above)  in  certain
distributions  with  respect to a Trust Fund  consisting  primarily of a pool of
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 JPMorgan Chase Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent  provisions of which is set forth hereafter.
To the extent not defined  herein,  the  capitalized  terms used herein have the
meanings  assigned in the  Agreement.  This  Certificate  is issued under and is
subject to the terms,  provisions  and  conditions  of the  Agreement,  to which
Agreement  the Holder of this  Certificate  by virtue of the  acceptance  hereof
assents and by which such Holder is bound.

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

               Distributions  on this  Certificate  will be made  either  by the
Trustee or by a Paying Agent  appointed by the Trustee in immediately  available
funds (by wire  transfer or  otherwise)  for the account of the Person  entitled
thereto if such Person shall have so notified the Trustee or such Paying  Agent,

                                        C-2
<PAGE>

or by check mailed to the address of the Person entitled  thereto,  as such name
and address shall appear on the Certificate Register.

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

               No transfer,  sale,  pledge or other  disposition of this Class B
Certificate will be made unless such transfer, sale, pledge or other disposition
is exempt from the  registration  requirements of the Securities Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and laws.  In the event that such a transfer is to be made,  either (i)
(A) the Trustee  shall  require an opinion of counsel  acceptable to and in form
and substance  satisfactory to the Trustee and the Company that such transfer is
exempt  (describing the applicable  exemption and the basis therefor) from or is
being made pursuant to the  registration  requirements  of the Securities Act of
1933, as amended, and of any applicable statute of any state and (B) the Trustee
shall  require the  transferee  to execute a  representation  letter in the form
described by the  Agreement,  and the Trustee  shall  require the  transferor to
execute a  representation  letter in the form described by the  Agreement,  each
acceptable  to and in form and  substance  satisfactory  to the  Company and the
Trustee  certifying  to the Company and the Trustee the facts  surrounding  such
transfer,  which representation  letters shall not be an expense of the Trustee,
the Company or the Servicer; provided, however, that such representation letters
shall  not be  required  in  connection  with  any  transfer  of  this  Class  B
Certificate  by the  Company  or any  affiliate  thereof  to the  Company  or an
affiliate of the Company, and the Trustee shall be entitled to conclusively rely
upon a  representation  (which,  upon the  request  of the  Trustee,  shall be a
written representation) from the Company, of the status of such transferee as an
affiliate of the Company,  or (ii) the  prospective  transferee  of this Class B
Certificate  shall be  required  to provide  the  Trustee,  the  Company and the
Servicer with an investment  letter  substantially  in the form described in the
Agreement  (or such  other  form as the  Company  in its sole  discretion  deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Servicer,  and which  investment  letter states that, among other
things,  such  transferee  (A) is a "qualified  institutional  buyer" as defined
under Rule 144A,  acting for its own account or the accounts of other "qualified
institutional  buyers"  as defined  under  Rule 144A,  and (B) is aware that the
proposed   transferor  intends  to  rely  on  the  exemption  from  registration
requirements  under the  Securities  Act of 1933,  as amended,  provided by Rule
144A. The Holder hereof desiring to effect such transfer shall,  and does hereby
agree to, indemnify the Trustee,  the Company,  the Servicer and the Certificate
Registrar  acting on behalf of the Trustee against any liability that may result
if the transfer is not so exempt or is not made in accordance  with such Federal
and state laws.  In  connection  with any such  transfer,  the Trustee will also
require either (i) an opinion of counsel acceptable to and in form and substance
satisfactory  to the Trustee,  the Company and the Servicer  with respect to the
permissibility  of such transfer under the Employee  Retirement  Income Security
Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code

                                        C-3
<PAGE>

(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 (or interest therein) is an "insurance  company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption  ("PTCE")  95-60),  and  conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.

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

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

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

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

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

                                        C-4
<PAGE>

Percentage Interest will be issued to the designated transferee or transferees.

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

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

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

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

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

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

                                        C-5

<PAGE>


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

Dated:  __________, 200__          JPMORGAN CHASE BANK,
                                   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.

                                    JPMORGAN CHASE BANK,
                                    Not in its individual capacity but solely as
                                    Certificate Registrar



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



                                        C-6

<PAGE>


                                   ASSIGNMENT

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

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

Dated:  Signature by or on behalf of assignor

                                           ____________________________________
                                            Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

           The  assignee   should   include  the   following   for  purposes  of
distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to ______________________ for the account of ___________________
account    number    ________________,    or,   if    mailed   by   check,    to
____________________________.

     Applicable statements should be mailed to ______________________________.

     This  information is provided by  ____________________,  the assignee named
above, or _________________, as its agent.

                                        C-7

<PAGE>


                                    EXHIBIT D

                           FORM OF CLASS R CERTIFICATE

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

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

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

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR
POLITICAL  SUBDIVISION  THEREOF,  ANY  POSSESSION OF THE UNITED  STATES,  OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION  IF ALL OF ITS  ACTIVITIES  ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS  EXEMPT  FROM THE TAX  IMPOSED  BY  CHAPTER 1 OF THE CODE  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) THE PROPOSED  TRANSFEREE WILL
NOT CAUSE INCOME FROM THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT

                                        D-1
<PAGE>

ESTABLISHMENT  OR FIXED BASE  (WITHIN  THE MEANING OF AN  APPLICABLE  INCOME TAX
TREATY) OF THE TRANSFEREE OR ANOTHER U.S.  TAXPAYER,  AND (4) ANY TRANSFER OF AN
OWNERSHIP  INTEREST IN THIS  CERTIFICATE WILL SATISFY EITHER THE "ASSET TEST" AS
SET FORTH IN SECTION  1.860E-1(C)(5) OF THE TREASURY REGULATIONS OR THE "FORMULA
TEST"  SET  FORTH  IN  SECTION   1.860E-1(C)(7)  OF  THE  TREASURY  REGULATIONS.
NOTWITHSTANDING  THE  REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER  FOR ANY PURPOSE HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO,
THE  RECEIPT  OF  DISTRIBUTIONS  ON  THIS  CERTIFICATE.   EACH  HOLDER  OF  THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

<TABLE>

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

Class R-     Senior                               Aggregate Initial Certificate Principal
                                                  Balance of the Class R- Certificates:  $50.00
Date of Pooling and Servicing Agreement :
November 25, 2003                                 Initial Certificate Principal Balance of
                                                  this Certificate:
                                                  $____________________
Cut-off Date:
November 1, 2003                                  [Percentage Interest:  [  ]%]

First Distribution Date:                          CUSIP______________
December 25, 2003

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2033


</TABLE>

                                        D-2

<PAGE>


                    GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-J8

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

               This  Certificate  is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in  Residential  Asset
Mortgage  Products,  Inc., the Servicer,  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  this
Certificate by the aggregate Initial Certificate  Principal Balance of all Class
R-[ ]  Certificates,  both as  specified  above) in certain  distributions  with
respect to the Trust Fund consisting  primarily of a pool of one- to four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold
by Residential Asset Mortgage Products,  Inc. (hereinafter called the "Company,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created  pursuant to a Pooling and Servicing  Agreement dated
as  specified  above (the  "Agreement")  among the  Company,  the  Servicer  and
JPMorgan  Chase Bank,  as trustee (the  "Trustee"),  a summary of certain of the
pertinent provisions of which is set forth hereafter.  To the extent not defined
herein,  the  capitalized  terms used herein have the  meanings  assigned in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.

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

               Each Holder of this  Certificate will be deemed to have agreed to
be bound by the  restrictions  set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must

                                        D-3

<PAGE>

be a United States Person and a Permitted  Transferee,  (ii) the transfer of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United  States  Person  and  Permitted  Transferee,  (iii) any  transfer  of any
Ownership  Interest in this  Certificate will satisfy either the "asset test" as
set forth in Section  1.860E-1(C)(5) of the Treasury regulations or the "formula
test" as set forth in Section  1.860E-1(C)(7) of the Treasury regulations,  (iv)
any  attempted  or  purported   transfer  of  any  Ownership  Interest  in  this
Certificate in violation of such  restrictions  will be absolutely null and void
and will vest no rights in the purported transferee, and (v) if any person other
than a United  States Person and a Permitted  Transferee  acquires any Ownership
Interest in this Certificate in violation of such restrictions, then the Company
will have the right,  in its sole discretion and without notice to the Holder of
this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the
Company, which purchaser may be the Company, or any affiliate of the Company, on
such terms and conditions as the Company may choose.

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

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

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

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

                                        D-4
<PAGE>

on such Mortgage Loan or from other cash that would have been  distributable  to
Certificateholders.

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

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

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

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

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

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

                                        D-5

<PAGE>

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

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

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

                                        D-6

<PAGE>


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

Dated:  __________, 200__         JPMORGAN CHASE BANK,
                                  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.

                                    JPMORGAN CHASE BANK,
                                    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)









<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 November  25, 2003 by and among
               GMAC Mortgage Corporation,  as Servicer, JPMorgan Chase Bank., 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 November 25, 2003, among Residential Asset Mortgage Products,  Inc.,
the Servicer and the Trustee, have been or will be so deposited.


                                        F-1
<PAGE>


               Mortgage Loan Number:

               Mortgagor Name, Address & Zip Code:

               Reasons for Requesting Documents (check one):

                1.     Mortgage Paid in Full
   ---------

                2.     Foreclosure
   ---------

                3.     Substitution
   ---------

                4.     Other Liquidation
   ---------

                5.     Non-liquidation
   ---------

                                  By:
                                        ---------------------------------------
                                        (authorized signer)

                                  Servicer:
                                              ---------------------------------

                                  Address:
                                              ---------------------------------

                                  Date:
                                          -------------------------------------

   Documents Returned to Custodian


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


                                        F-2

<PAGE>


                                   EXHIBIT G-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                         )
                                 )    ss.:
COUNTY OF                        )

               [NAME OF OFFICER], being first duly sworn, deposes and says:

1. That he is [Title of Officer] of [Name of Owner] (record or beneficial  owner
of the GMACM Mortgage  Pass-Through  Certificates,  Series 2003-J8,  Class R-[ ]
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing  under the laws of [the State of ] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" as of
[date of  transfer]  within the meaning of Sections  860E(e)(5)  of the Internal
Revenue Code of 1986,  as amended  (the  "Code"),  (ii) will  endeavor to remain
other than a disqualified  organization  for so long as it retains its ownership
interest in the Class R-[ ] Certificates, and (iii) is acquiring the Class R-[ ]
Certificates  for its own account or for the account of another Owner from which
it has received an affidavit  and  agreement in  substantially  the same form as
this affidavit and agreement.  (For this purpose, a "disqualified  organization"
means an electing  large  partnership  under Section 775 of the Code, the United
States,   any  state  or   political   subdivision   thereof,   any   agency  or
instrumentality  of any of the foregoing (other than an  instrumentality  all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation,  a majority of whose board of directors is not selected by
any  such  governmental   entity)  or  any  foreign  government,   international
organization  or any agency or  instrumentality  of such foreign  government  or
organization,  any rural electric or telephone cooperative,  or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated  business
taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class R-[ ] Certificates  to  disqualified  organizations,  under the Code, that
applies to all transfers of Class R-[ ] Certificates  after March 31, 1988; (ii)
that such tax would be on the  transferor  (or,  with  respect to  transfers  to
electing large partnerships, on each such partnership),  or, if such transfer is
through an agent (which person  includes a broker,  nominee or middleman)  for a
disqualified organization,  on the agent; (iii) that the person (other than with
respect to transfers to electing large  partnerships)  otherwise  liable for the
tax shall be relieved of liability  for the tax if the  transferee  furnishes to
such person an affidavit that the transferee is not a disqualified  organization
and, at the time of transfer,  such person does not have actual  knowledge  that
the  affidavit  is false;  and (iv) that the  Class  R-[ ]  Certificates  may be
"noneconomic  residual  interests"  within the meaning of  Treasury  regulations
promulgated  pursuant  to the  Code and that  the  transferor  of a  noneconomic
residual  interest  will  remain  liable  for any taxes due with  respect to the
income on such residual interest,  unless no significant purpose of the transfer
was to impede the assessment or collection of tax.


                                        G-1-1

<PAGE>

4. That the Owner  understands  that, as the holder of a  "noneconomic  residual
interest"  the  Owner  may incur  tax  liabilities  in excess of any cash  flows
generated  by the interest  and that the Owner  intends to pay taxes  associated
with holding the residual interest as they become due.

5. That the owner will not cause income from the Class R-[ ]  Certificate  to be
attributable  to a foreign  permanent  establishment  or fixed base  (within the
meaning  of an  applicable  income  tax  treaty)  of the Owner or  another  U.S.
taxpayer.

6. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R-[ ] Certificates if either the pass-through  entity is an electing large
partnership under Section 775 of the Code or at any time during the taxable year
of the pass-through  entity a disqualified  organization is the record holder of
an interest in such entity.  (For this purpose, a "pass through entity" includes
a regulated  investment  company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

7. The Owner is a citizen or  resident  of the  United  States,  a  corporation,
partnership  or other entity  created or organized in, or under the laws of, the
United  States or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.

8. That the Owner is aware that the Trustee  will not  register  the transfer of
any Class R-[ ] Certificates  unless the transferee,  or the transferee's agent,
delivers to it an affidavit and agreement,  among other things, in substantially
the same form as this affidavit and agreement.  The Owner expressly  agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

9. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class R-[ ] Certificates  and the  provisions of Section  5.02(f) of the Pooling
and Servicing Agreement under which the Class R-[ ] Certificates were issued (in
particular,  clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver  payments  to a person  other than the Owner and  negotiate a
mandatory sale by the Trustee in the event the Owner holds such  Certificates in
violation of Section 5.02(f)).  The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

10. That the Owner consents to any additional  restrictions or arrangements that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement  to ensure  that the Class  R-[ ]  Certificates  will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.

11. The Owner's Taxpayer Identification Number is _______________.

12. This  affidavit and agreement  relates only to the Class R-[ ]  Certificates
held by the Owner and not to any other  holder of the Class R-[ ]  Certificates.
The Owner  understands that the liabilities  described herein relate only to the
Class R-[ ] Certificates.

                                        G-1-2
<PAGE>

13. That no purpose of the Owner  relating  to the  transfer of any of the Class
R-[ ]  Certificates  by the  Owner is or will be to  impede  the  assessment  or
collection of any tax.

14.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from  whom it  acquired  the  Class  R-[ ]
Certificate  that the Owner  intends to pay taxes  associated  with holding such
Class R-[ ]  Certificate  as they become due,  fully  understanding  that it may
incur tax  liabilities in excess of any cash flows  generated by the Class R-[ ]
Certificate.

15. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R-[ ] Certificates remain outstanding.

16.  The Owner is not an  employee  benefit  plan or other  plan  subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of
1986,  as amended (the "Code")  (each such Owner,  a "Plan"),  or an  investment
manager,  named  fiduciary  or a trustee of any such plan,  or any other  Person
acting, directly or indirectly,  on behalf of or purchasing any Certificate with
"plan  assets"  of any  Plan  within  the  meaning  of the  Department  of Labor
regulation at 29 C.F.R. 2510.3-101.

17. The Owner will, in  connection  with any transfer that it makes of the Class
R-[] Certificates,  deliver to the Trustee a representation letter substantially
in the form of Exhibit  G-2 to the Pooling and  Servicing  Agreement.  The Owner
hereby  agrees that it will not make any transfer of any Class R-[]  Certificate
unless the transfer is in compliance  with the conditions set forth in paragraph
3 of Exhibit G-2 of the Pooling and Servicing Agreement.

18. The Owner hereby  represents to and for the benefit of the  transferor  that
(A)(1)(I) at the time of the  transfer,  and at the close of each of the Owner's
two fiscal years  preceding  the year of transfer,  the Owner's gross assets for
financial  reporting  purposes  exceed $100  million and its net assets for such
purposes exceed $10 million (disregarding,  for purposes of determining gross or
net assets, the obligation of any person related to the Owner within the meaning
of section  860L(g)  of the Code or any other  asset if a  principal  purpose of
holding or  acquiring  that asset is to permit the Owner to satisfy this minimum
gross  asset  or  net  asset  requirement),  (II)  the  Owner  is a  domestic  C
corporation  for United States  federal income tax purposes that is not for such
purposes an exempt  corporation,  a regulated  investment company, a real estate
investment  trust,  a REMIC,  or a cooperative  organization  to which part I of
subchapter T of the Code applies,  (III) there are no facts or  circumstances on
or before the date of transfer (or anticipated) which would reasonably  indicate
that the taxes associated with the Class R-[] Certificate will not be paid, (IV)
the  Owner  is not a  foreign  branch  of a  domestic  corporation,  and (V) the
transfer  does not involve a transfer  or  assignment  to a foreign  branch of a
domestic  corporation (or any other arrangement by which any Class R Certificate
is at any time subject to net tax by a foreign  country or U.S.  possession) and
the Owner will not hereafter  engage in any such transfer or assignment  (or any
such  arrangement),  and (2) does not know or have  reason to know that upon any
transfers  of  the  Class  R-[]  Certificate,  the  Owner  will  not  honor  the

                                        G-1-3
<PAGE>

restrictions  on subsequent  transfers of any Class R-[]  Certificate or (B) the
Owner has determined  that the present value of the  anticipated tax liabilities
associated  with holding the Class R-[]  Certificate  does not exceed the sum of
(1) the  present  value of any  consideration  given to the Owner to acquire the
Class  R-[]   Certificate,   (2)  the  present  value  of  the  expected  future
distributions  on the Class R-[]  Certificate,  and (3) the present value of the
anticipated tax savings  associated  with holding the Class R-[]  Certificate as
the REMIC generates losses (having made such  determination by (I) assuming that
the Owner  pays tax at a rate  equal to the  highest  rate of tax  specified  in
Section  11(b)(1) of the Code,  and (II)  utilizing a discount  rate for present
valuation  purposes equal to the applicable  Federal rate  prescribed by Section
1274(d) of the Code compounded  semi-annually (or a lower discount rate based on
the Owner having  demonstrated that it regularly  borrows,  in the course of its
trade or business,  substantial  funds at such lower rate from  unrelated  third
parties).

               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this ____ day of _____________, 200_.

                                                [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 ____ day of _________, 200__.


                               ----------------------------------------------
                                                 NOTARY PUBLIC


                               COUNTY OF
                                             ---------------------------------
                               STATE OF
                                             ----------------------------------

                                      My commission  expires ___ day
                               of _____, 20___.


                                        G-1-4

<PAGE>



                                   EXHIBIT G-2

                         FORM OF TRANSFEROR CERTIFICATE

                                      ____________, 20___


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

JPMorgan Chase Bank
[1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481]

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2003-J8

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2003-J8, Class R-[ ]


Ladies and Gentlemen:

     This  letter  is  delivered  to you in  connection  with  the  transfer  by
________________   (the  "Seller")  to   ______________   (the  "Purchaser")  of
$_____________   Initial   Certificate   Principal  Balance  of  GMACM  Mortgage
Pass-Through  Certificates,  Series 2003-J8,  Class R-[ ] (the  "Certificates"),
pursuant to Section 5.02 of the Pooling and  Servicing  Agreement  (the "Pooling
and Servicing Agreement"), dated as of November 25, 2003 among Residential Asset
Mortgage Products,  Inc., as seller (the "Company"),  GMAC Mortgage Corporation,
as servicer, and JPMorgan Chase Bank, as trustee (the "Trustee"). All terms used
herein  and not  otherwise  defined  shall  have the  meanings  set forth in the
Pooling and Servicing  Agreement.  The Seller hereby  certifies,  represents and
warrants to, and covenants with, the Company and the Trustee that:

1. No purpose of the Seller  relating to the transfer of the  Certificate by the
Seller to the Purchaser is or will be to impede the  assessment or collection of
any tax.

2. The Seller  understands  that the  Purchaser has delivered to the Trustee and
the Servicer a transfer  affidavit  and  agreement  in the form  attached to the
Pooling and  Servicing  Agreement  as Exhibit  G-1.  The Seller does not know or
believe that any representation contained therein is false.

3.  The  Seller  has  at  the  time  of  the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become

                                        G-2-1
<PAGE>

due in the future and either (A) has determined  all of the following  (1)(I) at
the time of the transfer, and at the close of each of the Purchaser's two fiscal
years preceding the year of transfer, the Purchaser's gross assets for financial
reporting  purposes  exceed $100  million  and its net assets for such  purposes
exceed $10  million  (disregarding,  for  purposes of  determining  gross or net
assets, the obligation of any person related to the Purchaser within the meaning
of Section  8601(g) of the Code or any other  asset if a  principal  purpose for
holding  or  acquiring  that asset is to permit the  Purchaser  to satisfy  this
minimum gross asset or net asset requirement),  (II) the Purchaser is a domestic
C corporation for United States federal income tax purposes that is not for such
purposes an exempt  corporation,  a regulated  investment  company,  real estate
investment  trust,  a REMIC,  or a cooperative  organization  to which part I of
subchapter T of the Code applies,  (III) there are no facts or  circumstances on
or before the date of transfer (or anticipated) which would reasonably  indicate
that the taxes  associated  with the Class R-[]  Certificates  will not be paid,
(IV) the Purchaser is not a foreign  branch of a domestic  corporation,  and (V)
the transfer does not involve a transfer or assignment to a foreign  branch of a
domestic  corporation  (or  any  other  arrangement  by  which  any  Class  R-[]
Certificate  is at any time  subject  to net tax by a  foreign  country  or U.S.
possession) and the Purchaser will not hereafter  engage in any such transfer or
assignment  (or any such  arrangement)  and (2) does not know or have  reason to
know that the Purchaser will not honor the restrictions on subsequent  transfers
of any Class R-[]  Certificates  as  described  in  paragraph  15 of the Form of
Transfer  Affidavit and  Agreement,  or (B) the Seller has  determined  that the
present value of the anticipated tax liabilities  associated with the holding of
the Class R-[]  Certificate  does not exceed the sum of (1) the present value of
any  consideration  given to the Purchaser to acquire the  Certificate,  (2) the
present value of the expect future  distributions on the Class R-[] Certificate,
and (3) the present value of the anticipated tax savings associated with holding
the Class R-[]  Certificate  as the REMIC  generates  losses  (having  made such
determination  by (I)  assuming  the  Purchaser  pays tax at a rate equal to the
highest  rate of tax  specified  in  Section  11(b)(1)  of the  Code,  and  (II)
utilizing a discount rate for present valuations equal to the applicable Federal
rate prescribed by Section 1274(d) of the Code  compounded  semi-annually  (or a
lower discount rate based on the Purchaser having demonstrated that it regularly
borrows, in the course of its trade or business, substantial funds at such lower
rate from unrelated third parties).  The Seller understands that the transfer of
a Class R-[ ]  Certificate  may not be respected  for United  States  income tax
purposes  (and the Seller may  continue  to be liable for United  States  income
taxes   associated   therewith)   unless  the  Seller  has  conducted   such  an
investigation.

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

                                               Very truly yours,



                                       ----------------------------------------
                                       Seller

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


                                        G-2-2

<PAGE>


                                    EXHIBIT H

                     FORM OF INVESTOR REPRESENTATION LETTER



                                      _________, 20____


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

JPMorgan Chase Bank
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2003-J8

        RE:    GMACM Mortgage Pass-Through Certificates,
               Series 2003-J8, [Class B-[ ]]


Ladies and Gentlemen:

     _____________  (the "Purchaser")  intends to purchase from  _______________
(the  "Seller")  $_________  Initial  Certificate  Principal  Balance  of  GMACM
Mortgage   Pass-Through   Certificates,   Series   2003-J8,   Class   [  ]  (the
"Certificates"),  issued  pursuant to the Pooling and Servicing  Agreement  (the
"Pooling  and  Servicing  Agreement"),  dated  as of  November  25,  2003  among
Residential  Asset  Mortgage  Products,  Inc., as seller (the  "Company"),  GMAC
Mortgage  Corporation,  as  Servicer  (the  "Servicer"),  and , as trustee  (the
"Trustee").  All terms used  herein  and not  otherwise  defined  shall have the
meanings set forth in the Pooling and Servicing Agreement.  The Purchaser hereby
certifies,  represents  and warrants to, and covenants  with,  the Company,  the
Trustee and the Servicer that:

1.      The Purchaser  understands that (a) the  Certificates  have not been and
        will not be registered or qualified under the Securities Act of 1933, as
        amended (the "Act") or any state  securities law, (b) the Company is not
        required  to  so  register   or  qualify  the   Certificates,   (c)  the
        Certificates may be resold only if registered and qualified  pursuant to
        the  provisions  of the  Act  or  any  state  securities  law,  or if an
        exemption from such registration and qualification is available, (d) the
        Pooling and  Servicing  Agreement  contains  restrictions  regarding the
        transfer of the Certificates and (e) the Certificates will bear a legend
        to the foregoing effect.

                                        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 , 200__,
        relating to the Certificates,  [(b)] a copy of the Pooling and Servicing
        Agreement  and  [(b)]  [(c)]  such  other  information   concerning  the
        Certificates,  the Mortgage  Loans and the Company as has been requested
        by the  Purchaser  from the Company or the Seller and is relevant to the
        Purchaser's decision to purchase the Certificates. The Purchaser has had
        any  questions  arising from such review  answered by the Company or the
        Seller to the  satisfaction of the Purchaser.  [If the Purchaser did not
        purchase the Certificates from the Seller in connection with the initial
        distribution  of the  Certificates  and was provided  with a copy of the
        Private Placement Memorandum (the "Memorandum") relating to the original
        sale (the  "Original  Sale") of the  Certificates  by the  Company,  the
        Purchaser  acknowledges  that such  Memorandum was provided to it by the
        Seller,  that the  Memorandum was prepared by the Company solely for use
        in connection with the Original Sale and the Company did not participate
        in or  facilitate  in any way the  purchase of the  Certificates  by the
        Purchaser  from the Seller,  and the Purchaser  agrees that it will look
        solely to the Seller and not to the Company  with respect to any damage,
        liability,  claim  or  expense  arising  out  of,  resulting  from or in
        connection  with (a) error or  omission,  or alleged  error or omission,
        contained in the  Memorandum,  or (b) any  information,  development  or
        event arising after the date of the Memorandum.]

5.      The  Purchaser  has not and  will not nor has it  authorized  or will it
        authorize any person to (a) offer, pledge, sell, dispose of or otherwise
        transfer any  Certificate,  any interest in any Certificate or any other
        similar  security to any person in any manner,  (b) solicit any offer to
        buy  or to  accept  a  pledge,  disposition  of  other  transfer  of any
        Certificate,  any  interest  in any  Certificate  or any  other  similar
        security  from any  person in any  manner,  (c)  otherwise  approach  or
        negotiate  with  respect  to  any  Certificate,   any  interest  in  any
        Certificate or any other similar security with any person in any manner,
        (d) make any general  solicitation by means of general advertising or in
        any other  manner or (e) take any other  action,  that (as to any of (a)
        through (e) above) would  constitute a distribution  of any  Certificate
        under the Act, that would render the  disposition  of any  Certificate a
        violation of Section 5 of the Act or any state  securities  law, or that
        would  require  registration  or  qualification  pursuant  thereto.  The
        Purchaser will not sell or otherwise  transfer any of the  Certificates,
        except in  compliance  with the  provisions of the Pooling and Servicing
        Agreement.

                                        H-2
<PAGE>

6.      The Purchaser

(a)     is not an  employee  benefit  or other plan  subject  to the  prohibited
        transaction provisions of the Employee Retirement Income Security Act of
        1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
        of 1986,  as amended  (a  "Plan"),  or any other  person  (including  an
        investment  manager, a named fiduciary or a trustee of any Plan) acting,
        directly or indirectly,  on behalf of or purchasing any Certificate with
        "plan assets" of any Plan within the meaning of the  Department of Labor
        ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

(b)     is an  insurance  company,  the  source  of  funds  to be  used by it to
        purchase  and  hold  the  Certificates  (or  interest   therein)  is  an
        "insurance   company  general   account"  (within  the  meaning  of  DOL
        Prohibited   Transaction  Class  Exemption   ("PTCE")  95-60),  and  the
        conditions  set  forth in  Sections  I and III of PTCE  95-60  have been
        satisfied.

               In addition,  the  Purchaser  hereby  certifies,  represents  and
warrants to, and covenants with, the Company,  the Trustee and the Servicer that
the Purchaser will not transfer such  Certificates  to any Plan or person unless
such  Plan or  person  meets the  requirements  set forth in either  6(a) or (b)
above.

                                     Very truly yours,



                                     -------------------------------------------
                                     Seller

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


                                        H-3

<PAGE>


                                    EXHIBIT I

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                      , 20


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

JPMorgan Chase Bank
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention: Residential Asset Mortgage Products, Inc.,  Series 2003-J8

        Re:    GMACM Mortgage Pass-Through Certificates,
               Series 2003-J8, [Class B-[ ]]


Ladies and Gentlemen:

     In connection  with the sale by _________ (the "Seller") to __________ (the
"Purchaser") of $____________  Initial  Certificate  Principal  Balance of GMACM
Mortgage Pass-Through Certificates,  Series 2003-J8, Class (the "Certificates"),
issued  pursuant  to the Pooling  and  Servicing  Agreement  (the  "Pooling  and
Servicing  Agreement"),  dated as of November 25, 2003, among  Residential Asset
Mortgage Products,  Inc., as seller (the "Company"),  GMAC Mortgage Corporation,
as Servicer,  and JPMorgan  Chase Bank, as trustee (the  "Trustee").  The Seller
hereby  certifies,  represents and warrants to, and covenants  with, the Company
and the Trustee that:

               Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require  registration or qualification  pursuant thereto.  The Seller
will not act, in any manner set forth in the foregoing  sentence with respect to
any Certificate.  The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.

                                      Very truly yours,



                                      -----------------------------------------
                                      Seller

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


                                        I-1
<PAGE>




17179226.1 02935435                             J-8
------------------------------------------

                                    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 November 25, 2003 among GMAC
        Mortgage  Corporation as Servicer,  Residential Asset Mortgage Products,
        Inc. as depositor pursuant to Section 5.02 of the Agreement and JPMorgan
        Chase Bank, as trustee), as follows:

(a)     The  Buyer  understands  that the  Rule  144A  Securities  have not been
        registered under the 1933 Act or the securities laws of any state.

(b)     The Buyer considers  itself a substantial,  sophisticated  institutional
        investor  having such knowledge and experience in financial and business
        matters  that it is  capable  of  evaluating  the  merits  and  risks of
        investment in the Rule 144A Securities.

                                        J-1
<PAGE>

(c)  The Buyer has been furnished with all  information  regarding the Rule 144A
     Securities  that it has  requested  from the  Seller,  the  Trustee  or the
     Servicer.

(d)  Neither the Buyer nor anyone acting on its behalf has offered, transferred,
     pledged,  sold or  otherwise  disposed  of the Rule  144A  Securities,  any
     interest in the Rule 144A  Securities or any other similar  security to, or
     solicited  any  offer  to  buy  or  accept  a  transfer,  pledge  or  other
     disposition  of the Rule 144A  Securities,  any  interest  in the Rule 144A
     Securities or any other similar  security from, or otherwise  approached or
     negotiated  with respect to the Rule 144A  Securities,  any interest in the
     Rule 144A Securities or any other similar  security with, any person in any
     manner, or made any general solicitation by means of general advertising or
     in any other  manner,  or taken any other action,  that would  constitute a
     distribution of the Rule 144A  Securities  under the 1933 Act or that would
     render the disposition of the Rule 144A Securities a violation of Section 5
     of the 1933 Act or require registration  pursuant thereto, nor will it act,
     nor has it  authorized  or will it  authorize  any  person to act,  in such
     manner with respect to the Rule 144A Securities.

(e)  The Buyer is a "qualified  institutional  buyer" as that term is defined in
     Rule  144A  under  the 1933 Act and has  completed  either  of the forms of
     certification  to that  effect  attached  hereto as Annex 1 or Annex 2. The
     Buyer is aware that the sale to it is being made in  reliance on Rule 144A.
     The Buyer is acquiring the Rule 144A  Securities for its own account or the
     accounts of other qualified  institutional  buyers,  understands  that such
     Rule 144A  Securities may be resold,  pledged or transferred  only (i) to a
     person  reasonably  believed  to be a  qualified  institutional  buyer that
     purchases   for  its  own  account  or  for  the  account  of  a  qualified
     institutional  buyer to whom  notice is given  that the  resale,  pledge or
     transfer  is being made in  reliance  on Rule  144A,  or (ii)  pursuant  to
     another exemption from registration under the 1933 Act.

               3. The Buyer

(a)     is not an  employee  benefit  or other plan  subject  to the  prohibited
        transaction provisions of the Employee Retirement Income Security Act of
        1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
        of 1986,  as  amended  (the  "Code")  (a  "Plan"),  or any other  person
        (including an investment  manager, a named fiduciary or a trustee of any
        Plan) acting,  directly or  indirectly,  on behalf of or purchasing  any
        Certificate  with "plan  assets" of any Plan  within the  meaning of the
        Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or

(b)     is an  insurance  company,  the  source  of  funds  to be  used by it to
        purchase the  Certificates  is an "insurance  company  general  account"
        (within  the  meaning  of DOL  Prohibited  Transaction  Class  Exemption
        ("PTCE")  95-60),  and the conditions set forth in Sections I and III of
        PTCE 95-60 have been satisfied.

4.      This  document  may be executed in one or more  counterparts  and by the
        different parties hereto on separate  counterparts,  each of which, when
        so  executed,  shall be deemed  to be an  original;  such  counterparts,
        together, shall constitute one and the same document.


                                        J-2
<PAGE>



               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.



-----------------------------------------   -----------------------------------
Print Name of Seller                        Print Name of Buyer

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

Taxpayer Identification:                    Taxpayer Identification:

No:                                         No:
        ---------------------------------         -----------------------------

Date:                                       Date:
           ------------------------------           ---------------------------


                                        J-3

<PAGE>


                              ANNEX 1 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

1. As  indicated  below,  the  undersigned  is the  President,  Chief  Financial
Officer, Senior Vice President or other executive officer of the Buyer.

2. In  connection  with  purchases  by the  Buyer,  the  Buyer  is a  "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because (i) the Buyer  owned  and/or  invested on a
discretionary basis $ in securities (except for the excluded securities referred
to below) as of the end of the  Buyer's  most recent  fiscal  year (such  amount
being  calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the
criteria in the category marked below.

--             Corporation,  etc. The Buyer is a corporation (other than a bank,
               savings   and   loan   association   or   similar   institution),
               Massachusetts   or  similar  business  trust,   partnership,   or
               charitable  organization  described  in Section  501(c)(3) of the
               Internal Revenue Code.

--             Bank.  The Buyer (a) is a national  bank or  banking  institution
               organized under the laws of any State,  territory or the District
               of Columbia,  the business of which is substantially  confined to
               banking and is  supervised  by the State or  territorial  banking
               commission or similar official or is a foreign bank or equivalent
               institution,  and  (b)  has an  audited  net  worth  of at  least
               $25,000,000  as  demonstrated  in  its  latest  annual  financial
               statements, a copy of which is attached hereto.

--             Savings   and  Loan.   The  Buyer  (a)  is  a  savings  and  loan
               association,  building and loan  association,  cooperative  bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal  authority having  supervision
               over any  such  institutions  or is a  foreign  savings  and loan
               association or equivalent  institution and (b) has an audited net
               worth of at  least  $25,000,000  as  demonstrated  in its  latest
               annual financial statements.

--             Broker-Dealer.  The  Buyer is a  dealer  registered  pursuant  to
               Section 15 of the Securities Exchange Act of 1934.

--             Insurance  Company.  The  Buyer  is an  insurance  company  whose
               primary  and  predominant  business  activity  is the  writing of
               insurance or the  reinsuring of risks  underwritten  by insurance
               companies  and which is subject to  supervision  by the insurance
               commissioner  or a  similar  official  or  agency  of a State  or
               territory or the District of Columbia.

                                        J-4

--             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-5
<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-6

<PAGE>


                              ANNEX 2 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

1. As indicated below, the undersigned is the President, Chief Financial Officer
or  Senior  Vice  President  of the  Buyer  or,  if the  Buyer  is a  "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because  Buyer  is part of a Family  of  Investment
Companies (as defined below), is such an officer of the Adviser.

2.  In  connection   with  purchases  by  Buyer,   the  Buyer  is  a  "qualified
institutional  buyer" as  defined in SEC Rule 144A  because  (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least  $100,000,000 in securities  (other than the excluded  securities
referred to below) as of the end of the Buyer's  most recent  fiscal  year.  For
purposes  of  determining  the  amount of  securities  owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

--   The  Buyer  owned  $  ________  in  securities  (other  than  the  excluded
     securities  referred  to below) as of the end of the  Buyer's  most  recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

--   The Buyer is part of a Family of  Investment  Companies  which owned in the
     aggregate  $________  in  securities  (other than the  excluded  securities
     referred  to below) as of the end of the Buyer's  most  recent  fiscal year
     (such amount being calculated in accordance with Rule 144A).

3. The term "Family of  Investment  Companies"  as used herein means two or more
registered   investment  companies  (or  series  thereof)  that  have  the  same
investment  adviser or  investment  advisers that are  affiliated  (by virtue of
being majority owned  subsidiaries  of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

4. The term  "securities"  as used herein does not  include  (i)  securities  of
issuers that are affiliated  with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan  participations,  (iv)  repurchase  agreements,  (v)  securities  owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.

5. The Buyer is familiar with Rule 144A and understands that each of the parties
to which this certification is made are relying and will continue to rely on the
statements  made  herein  because  one or more  sales  to the  Buyer  will be in
reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
own account.

                                        J-7

<PAGE>

6. The undersigned  will notify each of the parties to which this  certification
is made of any changes in the  information and  conclusions  herein.  Until such
notice,  the  Buyer's  purchase  of  Rule  144A  Securities  will  constitute  a
reaffirmation  of this  certification  by the undersigned as of the date of such
purchase.



                                       ----------------------------------------
                                       Print Name of Buyer

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

                                            IF AN ADVISER:


                                            -----------------------------------
                                            Print Name of Buyer:

                                            Date:
                                                    ---------------------------


                                        J-8
<PAGE>


                                    EXHIBIT K

                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN

                                      ______, 20__


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

JPMorgan Chase Bank
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc., Series 2003-J8

Re:  GMACM Mortgage  Pass-Through  Certificates,  Series  2003-J8  Assignment of
     Mortgage Loan


Ladies and Gentlemen:

     This  letter is  delivered  to you in  connection  with the  assignment  by
JPMorgan Chase Bank (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 November 25, 2003
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage  Corporation,  as Servicer,  and the Trustee. All terms used herein and
not  otherwise  defined  shall have the  meanings  set forth in the  Pooling and
Servicing  Agreement.  The Lender hereby certifies,  represents and warrants to,
and covenants with, the Servicer and the Trustee that:

(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an  assignment  in lieu of  satisfaction  is required to preserve  lien
priority,  minimize or avoid mortgage  recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;

(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the  transaction is solely to comply with, or
facilitate the transaction under, such local laws;

(iii) the Mortgage Loan  following the proposed  assignment  will be modified to
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed assignment; and

(iv) such  assignment  is at the  request  of the  borrower  under  the  related
Mortgage Loan.

                                        K-1

<PAGE>




                                               Very truly yours,



                                               --------------------------------
                                               (Lender)

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

                                        K-2

<PAGE>


                                    EXHIBIT L

                         SCHEDULE OF DISCOUNT FRACTIONS

    LOAN          ISSUE DATE      NET RATE  PO AMOUNT       DISCOUNT
   NUMBER           BALANCE                                 FRACTION
________________________________________________________________________


                          [To be provided]

                                        L-1
<PAGE>



                                  EXHIBIT M

                          INFORMATION TO BE INCLUDED IN
                            MONTHLY REMITTANCE REPORT

(i) (a) the amount of such distribution to the  Certificateholders of such Class
applied  to  reduce  the  Certificate  Principal  Balance  thereof,  and (b) the
aggregate amount included therein representing Principal Prepayments;

(ii) the amount of such  distribution  to Holders of such Class of  Certificates
allocable to interest;

(iii) if the  distribution  to the Holders of such Class of Certificates is less
than the full amount that would be  distributable  to such Holders if there were
sufficient funds available therefor, the amount of the shortfall;

(iv) the amount of any Advance by the Servicer pursuant to Section 4.04;

(v) the number and Pool Stated  Principal  Balance of the  Mortgage  Loans after
giving effect to the distribution of principal on such Distribution Date;

(vi) the  related  Subordinate  Principal  Distribution  Amount  and  Prepayment
Distribution Percentage, if applicable;

(vii) on the basis of the most recent  reports  furnished to it by the Servicer,
the  number  and  aggregate  principal  balances  of  Mortgage  Loans  that  are
Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days and the number
and aggregate principal balance of Mortgage Loans that are in foreclosure;

(viii) on the basis of the most recent reports  furnished to it by the Servicer,
the number, aggregate principal balance of any REO Properties;

(ix) the aggregate Accrued  Certificate  Interest  remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distribution made on such
Distribution Date;

(x) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the
close of business on such  Distribution  Date and a description of any change in
the calculation of such amounts;

(xi) the Pass-Through  Rate with respect to the Class IO  Certificates,  if any,
thereof;

(xii) the occurrence of the Credit Support Depletion Date;

(xiii) the related Senior Accelerated Distribution Percentage applicable to such
distribution;

(xiv) the related Senior Percentage for such Distribution Date; and

                                        M-1
<PAGE>

(xv) the amount of Realized Losses allocated on such  Distribution  Date and the
cumulative amount of Realized Losses as of such Distribution Date.

In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts  shall be expressed  as a dollar  amount per  Certificate  with a $1,000
denomination.


                                        M-2
<PAGE>


                                    EXHIBIT N

                         FORM OF CUSTODIAN CERTIFICATION

                                November 25, 2003


JPMorgan Chase Bank,
as Trustee
1 Bank One Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation.
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc., Series 2003-J8

     Re:  Custodial  Agreement  dated as of  November  25,  2003,  by and  among
          JPMorgan  Chase  Bank,  as  Trustee,  GMAC  Mortgage  Corporation,  as
          Servicer, and Escrow Bank USA, as Custodian


Ladies and Gentlemen:

               In accordance with Section 2.2 of the  above-captioned  Custodial
Agreement, the undersigned,  as Custodian, hereby certifies that it has received
the  following  with respect to each  Mortgage  Loan listed in the Mortgage Loan
Schedule:

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

     (b)  A lost  note  affidavit  from the  Seller  or GMACM  stating  that the
          original  Mortgage  Note was lost,  misplaced  or  destroyed,  and, if
          available,  a copy of the original Mortgage Note;  provided,  however,
          that in the case of a  Mortgage  Loan  which has been  prepaid in full
          after the Cut-off Date and prior to the Closing Date,  the Seller,  in
          lieu of delivering the above documents,  may deliver to the Custodian,
          if any,  or the  Trustee,  a  certification  to such  effect and shall
          deposit  all  amounts  paid in  respect of such  Mortgage  Loan in the
          Payment Account on the Closing Date.

                                        O-1
<PAGE>

               The  Custodian  further  certifies  that  it  has  reviewed  each
Mortgage  Note  and the  Mortgage  Loan  Schedule  and has  determined  that the
Mortgage  Note has been  executed  and that the  Mortgage  Notes  relate  to the
Mortgage  Loans  identified on the Mortgage Loan  Schedule,  with any exceptions
listed on Schedule A attached hereto.

               Capitalized  terms used  herein  that are not  otherwise  defined
shall  have the  meanings  assigned  thereto  in the  above-captioned  Custodial
Agreement.

                                               ESCROW BANK USA,
                                               as Custodian


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

                                        O-2

<PAGE>


                             SCHEDULE A TO EXHIBIT N

                      EXCEPTIONS TO CUSTODIAN CERTIFICATION



                           [CUSTODIAN PLEASE PROVIDE]



                                        O-3


<PAGE>

                                   EXHIBIT O-1


                         Form of Form 10-K Certification


        I, [identify the certifying individual], certify that:

        1. I have  reviewed  the annual  report on Form 10-K for the fiscal year
[____], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods  included in the year covered by that annual report,
of the trust  (the  "Trust")  created  pursuant  to the  Pooling  and  Servicing
Agreement dated November 25, 2003 (the "P&S Agreement")  among Residential Asset
Mortgage  Products,  Inc.  (the  "Company"),   GMAC  Mortgage  Corporation  (the
"Servicer") and JPMorgan Chase Bank (the "Trustee");

        2. Based on my knowledge,  the information in these reports,  taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a  material  fact  necessary  to make  the  statements  made,  in  light  of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by that annual report;

        3. Based on my  knowledge,  the  servicing  information  required  to be
provided to the Trustee by the Servicer  under the P&S  Agreement is included in
these reports;

        4. I am  responsible  for  reviewing  the  activities  performed  by the
Servicer  under the P&S  Agreement  and based upon my  knowledge  and the review
required under the P&S Agreement,  and,  except as disclosed in the report,  the
Servicer has fulfilled its obligations under the P&S Agreement; and

        5. The reports  disclose all  significant  deficiencies  relating to the
Servicer's compliance with the minimum servicing standards based upon the report
provided by an  independent  public  accountant  , after  conducting a review in
compliance with the Uniform Single Attestation  Program for Mortgage Bankers, or
similar procedure, as set forth in the P&S Agreement,  that is included in these
reports.

        [In  giving  the  certifications  above,  I have  reasonably  relied  on
information  provided to me by the  following  unaffiliated  parties:  [JPMorgan
Chase Bank], [ ].

Date:_______________________





____________________________*
Name:
Title:

*    to be signed by the senior officer in charge of the servicing  functions of
     the Master Servicer

                                        O-1-1

<PAGE>

                                   EXHIBIT O-2


                   [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE]


        The  undersigned,  a  Responsible  Officer of  JPMorgan  Chase Bank (the
"Trustee") certifies that:

        (a) The Trustee has performed all of the duties specifically required to
be  performed  by it pursuant  to the  provisions  of the Pooling and  Servicing
Agreement  dated  as of  November  25,  2003  (the  "Agreement")  by  and  among
Residential  Asset  Mortgage  Products,   Inc.,  as  depositor,   GMAC  Mortgage
Corporation,  as servicer,  and the Trustee in accordance with the standards set
forth therein.

        (b) Based on my  knowledge,  the  information  that is  provided  by the
Trustee pursuant to Section 3.17 of the Agreement is accurate as of the last day
of the 20[ ] calendar year.

        Capitalized  terms used and not defined  herein  shall have the meanings
given such terms in the Agreement.

        IN  WITNESS  WHEREOF,  I  have  duly  executed  this  certificate  as of
_________, 20__.






                                      Name:__________________________
                                     Title:


                                        O-2-1

<PAGE>