EXECUTION COPY

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                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
                                    Company,



                           GMAC MORTGAGE CORPORATION,
                                    Servicer



                                       and



                         BANK ONE, NATIONAL ASSOCIATION,
                                     Trustee



                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 29, 2001

                        GMACM Mortgage Loan Trust 2001-J7
                    Residential Asset Mortgage Products, Inc.
            GMACM Mortgage Pass-Through Certificates, Series 2001-J7




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<PAGE>
<TABLE>
<CAPTION>

                             TABLE OF CONTENTS
                                                                                          PAGE




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

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

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

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

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

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

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

        Section 2.04.    Representations and Warranties of the Sellers and GMACM...........46

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

        Section 2.06.    Purposes and Powers of the Trust Fund.............................48

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

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

        Section 3.02.    Subservicing Agreements Between Servicer and Subservicers;
                         Enforcement of Subservicers' and Sellers' Obligations.............50

        Section 3.03.    Successor Subservicers............................................50

        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...........................................................51

        Section 3.07.    Collection of Certain Mortgage Loan Payments; Deposits to
                         Custodial Account.................................................51

        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

                                        i
<PAGE>


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

        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.................................65

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

        Section 3.20.    Rights of the Company in Respect of the Servicer..................66

        Section 3.21.    Administration of Buydown Funds...................................66

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

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

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

        Section 4.03.    Statements to Certificateholders..................................76

        Section 4.04.    Distribution of Reports to the Trustee and the Company;
                         Advances by the Servicer..........................................77

        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

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

        Section 4.09.    Determination of LIBOR............................................80

ARTICLE V         THE CERTIFICATES.........................................................81

        Section 5.01.    The Certificates..................................................81

        Section 5.02.    Registration of Transfer and Exchange of Certificates.............82

        Section 5.03.    Mutilated, Destroyed, Lost or Stolen Certificates.................88

        Section 5.04.    Persons Deemed Owners.............................................88

        Section 5.05.    Appointment of Paying Agent.......................................88

        Section 5.06.    Optional Purchase of Certificates.................................89


                                        ii
<PAGE>


ARTICLE VI        THE COMPANY AND THE SERVICER.............................................90

        Section 6.01.    Respective Liabilities of the Company and the Servicer............90

        Section 6.02.    Merger or Consolidation of the Company or the Servicer;
                         Assignment of Rights and Delegation of Duties by Servicer.........90

        Section 6.03.    Limitation on Liability of the Company, the Servicer and
                         Others............................................................91

        Section 6.04.    Company and Servicer Not to Resign................................92

ARTICLE VII       DEFAULT..................................................................92

        Section 7.01.    Events of Default.................................................92

        Section 7.02.    Trustee to Act; Appointment of Successor..........................94

        Section 7.03.    Notification to Certificateholders................................95

        Section 7.04.    Waiver of Events of Default.......................................96

ARTICLE VIII      CONCERNING THE TRUSTEE...................................................96

        Section 8.01.    Duties of Trustee.................................................96

        Section 8.02.    Certain Matters Affecting the Trustee.............................98

        Section 8.03.    Trustee Not Liable for Certificates or Mortgage Loans.............99

        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.............................100

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

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

        Section 8.09.    Merger or Consolidation of Trustee...............................102

        Section 8.10.    Appointment of Co-Trustee or Separate Trustee....................102

        Section 8.11.    Appointment of Custodians........................................103

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

ARTICLE IX        TERMINATION.............................................................104

        Section 9.01.    Termination Upon Purchase by the Servicer or Liquidation of
                         All Mortgage Loans...............................................104

        Section 9.02.    Additional Termination Requirements..............................106

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

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

        Section 10.02.   Servicer, REMIC Administrator and Trustee Indemnification........110

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


                                        iii

<PAGE>


        Section 10.04.   Distributions on Uncertificated REMIC I Regular Interests
                         and REMIC II Regular Interests...................................111

        Section 10.05.   Compliance with Withholding Requirements.........................112

ARTICLE XI        CERTAIN MATTERS REGARDING MBIA..........................................112

        Section 11.01.   Rights of MBIA to Exercise Rights of Insured
                         Certificateholders...............................................112

        Section 11.02.   Claims Upon the MBIA Policy; MBIA Policy Payments Account........112

        Section 11.03.   Effect of Payments by MBIA; Subrogation..........................113

        Section 11.04.   Notices and Information to MBIA; MBIA as Third Party
                         Beneficiary; Ratings.............................................114

        Section 11.05.   Trustee to Hold MBIA Policy......................................114

        Section 11.06.   Payment of Insurance Premium.....................................115

ARTICLE XII       MISCELLANEOUS PROVISIONS................................................115

        Section 12.01.   Amendment........................................................115

        Section 12.02.   Recordation of Agreement; Counterparts...........................117

        Section 12.03.   Limitation on Rights of Certificateholders.......................117

        Section 12.04.   Governing Law....................................................118

        Section 12.05.   Notices..........................................................118

        Section 12.06.   Required Notices to Rating Agency and Subservicer................119

        Section 12.07.   Severability of Provisions.......................................119

        Section 12.08.   Supplemental Provisions for Resecuritization.....................120

        Section 12.09.   Allocation of Voting Rights......................................120

        Section 12.10.   Non Petition.....................................................121
</TABLE>

                                    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


                                        iv
<PAGE>

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

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

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

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

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

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

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

Exhibit O:.....MBIA Policy



                                        v


<PAGE>



        This is the Pooling and  Servicing  Agreement,  dated as of November 29,
2001 (the "Pooling and Servicing  Agreement" or "Agreement"),  among RESIDENTIAL
ASSET  MORTGAGE  PRODUCTS,  INC.,  as the company  (together  with its permitted
successors and assigns, the "Company"),  GMAC MORTGAGE CORPORATION,  as servicer
(together with its permitted successors and assigns,  the "Servicer"),  and BANK
ONE, NATIONAL ASSOCIATION, a national banking association,  as Trustee (together
with its permitted successors and assigns, the "Trustee").

                             PRELIMINARY STATEMENT:

        The  Company   intends  to  sell  mortgage   pass-through   certificates
(collectively, the "Certificates"),  to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the  Mortgage  Loans  (as  defined  herein).   As  provided  herein,  the  REMIC
Administrator  will make an  election  to treat the  entire  segregated  pool of
assets relating to the Mortgage Loans, as described in the definition of REMIC I
below,  as a real estate  mortgage  investment  conduit (a "REMIC")  for federal
income tax purposes,  and such  segregated  pool of assets will be designated as
"REMIC I." The Class R-I Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC  Provisions (as defined  herein)
under federal  income tax law. The following  table  irrevocably  sets forth the
designation,  the REMIC I Remittance Rate, the initial  Uncertificated  Balance,
and   solely  for   purposes   of   satisfying   Treasury   Regulation   Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I
Regular Interests. None of the REMIC I Regular Interests will be certificated.

<TABLE>
<CAPTION>


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

<S>   <C>                        <C>       <C>          <C>                      <C> <C>
    LT1                  Class A-6,        6.50%        $16,186,447.00  December 25, 2031
                         Class A-8
                         Class M-1,
                         Class M-2,
                         Class M-3,
                         Class B-1,
                         Class B-2,
                         Class B-3,
                         Class R-II
    LT2                  Class A-1,        6.25%       $277,143,000.00  December 25, 2031
                         Class A-2,
                         Class A-3,
                         Class A-4,
                         Class A-11
    LT3                  Class A-5,        6.00%         $7,150,460.00  December 25, 2031
                          Class A-7
    LT4                  Class A-9,        8.50%        $36,084,500.00  December 25, 2031
                         Class A-10
    LTIO                  Class IO          (2)                  $0.00  December 25, 2031
    LTPO                  Class PO         0.00%           $652,300.55  December 25, 2031
</TABLE>


<PAGE>

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

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

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



                                       2
<PAGE>
<TABLE>
<CAPTION>


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

<S>     <C>      <C>                                                    <C>                   <C>
Class A-1        6.25%                       Senior/Fixed      December 25,      AAA/AAA      $25,000.00
                           $163,121,000.00       Rate              2031

Class A-2        6.25%     $28,929,000.00    Senior/Fixed      December 25,      AAA/AAA      $25,000.00
                                                 Rate              2031

Class A-3        6.25%     $50,000,000.00   Senior/Accretion   December 25,      AAA/AAA      $25,000.00
                                            Directed/Fixed         2031
                                                 Rate

Class A-4        6.25%     $5,138,000.00    Senior/Accrual/    December 25,      AAA/AAA      $25,000.00
                                              Fixed Rate           2031

Class A-5        6.00%     $3,575,230.00    Senior/Retail/FixedDecember 25,      AAA/AAA       $1,000.00
                                             Rate/Insured          2031

Class A-6        6.50%     $2,191,270.00    Senior/Retail/FixedDecember 25,      AAA/AAA       $1,000.00
                                             Rate/Insured          2031

Class A-7        6.00%     $3,575,230.00    Senior/Retail/FixedDecember 25,      AAA/AAA       $1,000.00
                                             Rate/Insured          2031

Class A-8        6.50%     $2,191,270.00    Senior/Retail/FixedDecember 25,      AAA/AAA       $1,000.00
                                             Rate/Insured          2031

Class A-9         (3)      $36,084,500.00   Senior/Variable    December 25,      AAA/AAA      $25,000.00
                                             Rate/Floater          2031

Class A-10        (4)               $(5)    Senior/Interest    December 25,      AAA/AAA          (6)
                                             Only/Variable         2031
                                             Rate/Inverse
                                                Floater

Class A-11       6.25%     $29,955,000.00    Senior/Fixed      December 25,      AAA/AAA      $25,000.00
                                             Rate/Lockout          2031

Class PO         0.000%      $652,300.55    Senior/Principal   December 25,      AAA/AAA      $25,000.00
                                                 Only              2031

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

Class R-I        6.50%            $50.00        Senior/        December 25,      AAA/AAA         (10)
                                            Residual/Fixed         2031
                                                 Rate

Class R-II       6.50%            $50.00        Senior/        December 25,      AAA/AAA         (10)
                                            Residual/Fixed         2031
                                                 Rate

Class M-1        6.50%     $5,733,000.00    Mezzanine/Fixed    December 25,       AA/NA       $25,000.00
                                                 Rate              2031

Class M-2        6.50%     $2,360,000.00    Mezzanine/Fixed    December 25,       A/NA        $250,000.00
                                                 Rate              2031

Class M-3        6.50%     $1,348,000.00    Mezzanine/Fixed    December 25,      BBB/NA       $250,000.00
                                                 Rate              2031

Class B-1        6.50%     $1,011,000.00    Subordinate/Fixed  December 25,       BB/NA       $250,000.00
                                                 Rate              2031

Class B-2        6.50%       $674,000.00    Subordinate/Fixed  December 25,       B/NA        $250,000.00
                                                 Rate              2031

Class B-3        6.50%       $677,857.00    Subordinate/Fixed  December 25,       NA/NA       $250,000.00
                                                 Rate              2031
</TABLE>


                                       3
<PAGE>

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

(2) The  Certificates  (other  than the  Class  IO,  Class  R-I and  Class  R-II
Certificates)  shall be issuable in minimum  dollar  denominations  as indicated
above (by  Certificate  Principal  Balance  or  Notional  Amount)  and  integral
multiples of $1 (or $1,000 in the case of the Class A-5,  Class A-6,  Class A-7,
Class A-8, 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 A-5, Class A-6, Class
A-7,  Class A-8,  Class PO and Class B-1,  Class B-2 and Class B-3  Certificates
that  contain an uneven  multiple  of $1,000  shall be issued in a  denomination
equal to the sum of the related  minimum  denomination  set forth above and such
uneven multiple for such Class or the sum of such  denomination  and an integral
multiple of $1,000.

(3) With respect to the Class A-9 Certificates and any Distribution  Date (other
than the first Distribution  Date), the Pass-Through Rate will equal a per annum
rate  equal to the lesser of: (a) LIBOR plus a margin of 0.75% per annum and (b)
8.50% per annum.  Notwithstanding  the foregoing,  the Pass-Through  Rate on the
Class A-9  Certificates  will not be less  than  0.75% per  annum.  The  initial
Pass-Through Rate for the Class A-9 Certificates  shall be equal to 3.27500% per
annum.

(4) With respect to the Class A-10 Certificates and any Distribution Date (other
than the first Distribution  Date), the Pass-Through Rate will equal a per annum
rate equal to 7.75% minus LIBOR.  Notwithstanding the forgoing, the Pass-Through
Rate for the Class A-10  Certificates  will not be less than 0.00%.  The initial
Pass-Through Rate for the Class A-10 Certificates shall be equal to 5.22500% per
annum.

(5) The initial Notional Amount for the Class A-10  Certificates  shall be equal
to $36,084,500.

(6) The Class A-10  Certificates  shall be issuable in minimum  denominations of
not less than $2,000,000 Notional Amount.

(7) With respect to the Class IO Certificates and any Distribution  Date, a rate
equal to the  weighted  average  of the  Pool  Strip  Rate of each  Non-Discount
Mortgage Loan weighted on the basis of the respective Stated Principal  Balances
of such Mortgage Loans as of the day  immediately  preceding  such  Distribution
Date  (or,  with  respect  to the  initial  Distribution  Date,  at the close of
business on the Cut-off Date).  The initial  Pass-Through  Rate for the Class IO
Certificates shall be equal to 0.45750%.

(8) The initial Notional Amount for the Class IO Certificates  shall be equal to
$318,416,523.58.

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

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

        The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $337,216,757.58.

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

                                   ARTICLE I

                                   DEFINITIONS

Section 1.01...Definitions.

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

     Accretion Directed Certificate: Any one of the Certificates designated as a
Class A-3 Certificate.

        Accretion Termination Date: The earlier to occur of (i) the Distribution
Date on which the  aggregate  Certificate  Principal  Balance  of the  Accretion
Directed  Certificates  has been  reduced to zero;  and (ii) the Credit  Support
Depletion Date.

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

        Accrual  Distribution  Amount: With respect to each Distribution Date on
or prior to the  Accretion  Termination  Date,  an amount equal to the amount of
Accrued Certificate  Interest on the Class A-4 Certificates for such date, which
will be added to the Certificate Principal Balance thereof to the extent payable
to the Accretion Directed Certificates pursuant to Section 4.02(b)(ii); provided
that,  with  respect  to  each  Distribution  Date  on or  after  the  Accretion
Termination  Date,  the entire  Accrued  Certificate  Interest  on the Class A-4
Certificates  for such date will be payable to the Class A-4  Certificateholders
pursuant  to Section  4.02(a)(i)  hereof to the  extent  that  payments  are not
required to fully  reduce the  Accretion  Directed  Certificates  to zero on the
Accretion  Termination  Date;  and  provided  further,  that  if  the  Accretion
Termination  Date is the Credit  Support  Depletion  Date,  the entire amount of
Accrued  Certificate  Interest  for that date will be  payable  to the Class A-4
Certificateholders pursuant to Section 4.02(a)(i) hereof.

        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:

                                       5
<PAGE>

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

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

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

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

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

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

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

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

                                       6
<PAGE>

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

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

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

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

        Bankruptcy  Amount:  As of any date of determination  prior to the first
anniversary  of the Cut-off Date, an amount equal to the excess,  if any, of (A)
$103,502 over (B) the aggregate amount of Bankruptcy  Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of  determination  on or after the first  anniversary of the Cut-off
Date, an amount equal to the excess, if any, of

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

                                       7
<PAGE>

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

                      (B) the greater of (i) the product of (x) an amount  equal
                      to the largest  difference in the related  Monthly Payment
                      for  any  Non-Primary  Residence  Loan  remaining  in  the
                      Mortgage Pool which had an original Loan-to-Value Ratio of
                      80% or greater that would result if the Net Mortgage  Rate
                      thereof was equal to the  weighted  average  (based on the
                      principal balance of the Mortgage Loans as of the Relevant
                      Anniversary)  of the Net  Mortgage  Rates of all  Mortgage
                      Loans as of the Relevant Anniversary less 1.25% per annum,
                      (y) a number equal to the weighted average  remaining term
                      to maturity, in months, of all Non-Primary Residence Loans
                      remaining  in  the  Mortgage   Pool  as  of  the  Relevant
                      Anniversary,  and (z) one plus the  quotient of the number
                      of  all  Non-Primary  Residence  Loans  remaining  in  the
                      Mortgage  Pool divided by the total number of  Outstanding
                      Mortgage  Loans in the  Mortgage  Pool as of the  Relevant
                      Anniversary,  and (ii)  $50,000,  over  (2) the  aggregate
                      amount of  Bankruptcy  Losses  allocated  solely to one or
                      more specific  Classes of  Certificates in accordance with
                      Section 4.05 since the Relevant Anniversary.

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

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

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

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

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

                                       8
<PAGE>

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

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

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

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

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

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

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

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

        (ii)   in the case of the Accrual  Certificates,  an amount equal to the
               aggregate Accrued  Certificate  Interest added to the Certificate
               Principal  Balance  thereof prior to such date of  determination,
               minus

                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       10
<PAGE>

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

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

        Closing Date:  November 29, 2001.

        Code:  The Internal Revenue Code of 1986.

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

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

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

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

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

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


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

        Corporate Trust Office:  The principal office of the Trustee at which at
any particular  time its corporate trust business with respect to this Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument is located at 1 Bank One Plaza,  Suite  IL1-0481,  Chicago,  Illinois
60670-0481,    Attention:   Corporate   Trust,   GMACM   Mortgage   Pass-Through
Certificates, Series 2001-J7.



                                       11
<PAGE>

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

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

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

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

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

        Custodian:  A custodian appointed pursuant to a Custodial Agreement.

        Cut-off Date:  November 1, 2001.

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

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

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

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

                                       12
<PAGE>

     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.

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

        Discount Net Mortgage Rate:  6.50% 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


                                       13
<PAGE>

governmental unit), (ii) a foreign government,  any international  organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives  described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated  business taxable income),  (iv)
rural electric and telephone  cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large  partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so  designated  by the Trustee  based upon an
Opinion  of  Counsel  that the  holding of an  Ownership  Interest  in a Class R
Certificate  by such  Person may cause the Trust  Fund or any  Person  having an
Ownership  Interest in any Class of  Certificates  (other  than such  Person) to
incur a liability  for any  federal  tax  imposed  under the Code that would not
otherwise be imposed but for the Transfer of an Ownership  Interest in a Class R
Certificate   to  such  Person.   The  terms   "United   States",   "State"  and
"international  organization"  shall have the meanings set forth in Section 7701
of the Code or successor provisions.

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

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

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

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

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

                                       14
<PAGE>

        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
        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.

                                       15
<PAGE>

     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, Inc. or its successor in interest.

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

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

        Fraud Loss  Amount:  As of any date of  determination  after the Cut-off
Date, an amount equal to: (X) prior to the 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


                                       16
<PAGE>

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

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

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

        GMAC:  General Motors Acceptance Corporation, a Delaware corporation.

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

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

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

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

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

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

                        Class M-1: 1.70% Class B-1: 0.30%
                        Class M-2: 0.70% Class B-2: 0.20%
                        Class M-3: 0.40% Class B-3: 0.20%

        Insurance Premium:  With respect to the MBIA Policy and any Distribution
Date,  an amount  equal to the  product of  one-twelfth  (1/12) of the  "premium
percentage" set forth in the Commitment  Letter,  dated as of November 28, 2001,
between MBIA and the Senior Underwriter,  and the Certificate  Principal Balance
of the Insured Certificates immediately prior to such Distribution Date.

                                       17
<PAGE>

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

        Insured Certificateholder:  A Holder of an Insured Certificate.

     Insured  Certificates:  The Class A-5,  Class A-6,  Class A-7 and Class A-8
Certificates.

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

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

        Insured Reserve Withdrawal:  As defined in Section 4.08.

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

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

     Interest Only  Certificates:  Any one of the  Certificates  designated as a
Class A-10 Certificate or a Class IO Certificate. The Interest Only Certificates
will have no Certificate Principal Balance.

        Issuer Exemption:  As defined in Section 5.02.

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

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

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

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

                                       18
<PAGE>

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

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

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

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

        Lockout Certificates:  The Class A-11 Certificates.

        Lockout  Certificate  Share:  The Certificate  Principal  Balance of the
Class A-11 Certificates divided by the aggregate  Certificate  Principal Balance
of the Senior Certificates, other than the Class PO Certificates.

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

Distribution Date                              Lockout Distribution Percentage
December 2006 through November 2007                              30%
December 2007 through November 2008                              40%
December 2008 through November 2009                              60%
December 2009 through November 2010                              80%
December 2010 and thereafter                                    100%

        Lockout Scheduled Percentage:  For any Distribution Date occurring prior
to the Distribution Date in December 2006, 0%, and beginning on the Distribution
Date in December 2006 and thereafter, 100%.

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

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

     Maturity  Date:  With respect to each Class of  Certificates,  November 25,
2031.

        MBIA:  MBIA Insurance Corporation and its successors and assigns.

                                       19
<PAGE>

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

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

     MBIA Policy:  The Certificate  Guaranty Insurance Policy (No. 36845) issued
by MBIA for the benefit of the Holders of the  Insured  Certificates,  including
any endorsements thereto, attached as Exhibit O.

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

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

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

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

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

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

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

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

        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):

                                       20
<PAGE>

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

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

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

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

(v)  Unless the Mortgage Loan is registered  on the  MERS(R)System,  an original
     Assignment  or  Assignments  of the  Mortgage  (which may be  included in a
     blanket  assignment  or  assignments)  from  GMACM to "Bank  One,  National
     Association,  as Trustee under that certain Pooling and Servicing Agreement
     dated  as  of  November  29,   2001,   for  GMACM   Mortgage   Pass-Through
     Certificates,  Series 2001-J7" c/o the Servicer at an address  specified by
     the Servicer,  and signed by an authorized officer,  which assignment shall
     be in form and substance acceptable for recording. If the Mortgage Loan was
     acquired  by the  assignor  in a  merger,  the  assignment  must  be by " ,
     successor by merger to [name of  predecessor]".  If the  Mortgage  Loan was
     acquired or originated by the assignor  while doing  business under another
     name, the assignment must be by " formerly known as [previous name]";

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


                                       21
<PAGE>

     between the date of the funding of the related  Mortgage  Loan and the date
     of the related  title policy (which title policy shall be dated the date of
     recording of the related Mortgage) is insured,  or (ii) a preliminary title
     report  issued  by a title  insurer  in  anticipation  of  issuing  a title
     insurance  policy which  evidences  existing  liens and gives a preliminary
     opinion as to the  absence  of any  encumbrance  on title to the  Mortgaged
     Property, except liens to be removed on or before purchase by the Mortgagor
     or which constitute customary  exceptions  acceptable to lenders generally;
     or other  evidence of title  insurance  acceptable to Fannie Mae or Freddie
     Mac, in accordance with the Fannie Mae Seller/Servicer Guide or Freddie Mac
     Seller/Servicer Guide, respectively;

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

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

and (II) with respect to each Cooperative Loan:

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

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

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

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

(v)     The Security Agreement;

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

                                       22
<PAGE>

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

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

(a)      loan number;

(b)     state code;

(c)     zip code;

(d)     the Loan-to-Value Ratio;

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

(f)     the first Due Date;

(g)     the type of Mortgaged Property;

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

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

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

(k)     the occupancy status;

(l)     the purpose of the Mortgage Loan;

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

(n)     the documentation type; and

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

                                       23
<PAGE>

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

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

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

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

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

        Mortgagor:  The obligor on a Mortgage Note.

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

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

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

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

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

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

        Notional Amount: With respect to any date of determination and the Class
A-10 Certificates,  an amount equal to the Certificate  Principal Balance of the
Class A-9 Certificates  immediately prior to such date. With respect to any date
of determination and the Class IO Certificates, an amount equal to the aggregate
Stated Principal Balance of the Non-Discount Mortgage Loans immediately prior to
such date.

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

                                       24
<PAGE>

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

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

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

        Pass-Through  Rate:  With respect to the Class A  Certificates,  Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rates set forth in the Preliminary  Statement  hereto.  With
respect to the Class IO Certificates and any Distribution  Date, a rate equal to
the weighted average,  expressed as a percentage, of the Pool Strip Rates of all
Non-Discount  Mortgage  Loans  as of the Due  Date in the  related  Due  Period,
weighted  on the  basis of the  respective  Stated  Principal  Balances  of such
Mortgage Loans as of the day immediately  preceding such  Distribution Date (or,
with respect to the initial  Distribution  Date, at the close of business on the
Cut-off  Date).  With  respect  to the  Class IO  Certificates  and the  initial
Distribution  Date the  Pass-Through  Rate is equal to 0.45750%  per annum.  The
Class PO Certificates  have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.

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

        Payment Account: The separate account or accounts created and maintained
pursuant  to  Section  4.01,  which  shall  be  entitled  "Bank  One,   National
Association,  as trustee,  in trust for the  registered  holders of  Residential
Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates,  Series
2001-J7" and which must be an Eligible Account.

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

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

                                       25
<PAGE>

        Permitted Investments:  One or more of the following:

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

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

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

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

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

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

                                       26
<PAGE>

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

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

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

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

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

        Preference Amount:  As defined in the MBIA Policy.

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

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

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

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

                      in the case of the Class of Subordinate  Certificates then
                      outstanding with the Highest Priority and each other Class
                      of   Subordinate   Certificates   for  which  the  related
                      Prepayment  Distribution  Trigger  has been  satisfied,  a
                      fraction,  expressed  as a  percentage,  the  numerator of
                      which is the Certificate  Principal  Balance of such Class


                                       27
<PAGE>

                      immediately  prior  to such  date and the  denominator  of
                      which  is the sum of the  Certificate  Principal  Balances
                      immediately  prior  to  such  date  of (1)  the  Class  of
                      Subordinate Certificates then outstanding with the Highest
                      Priority  and  (2)  all  other   Classes  of   Subordinate
                      Certificates   for   which   the   respective   Prepayment
                      Distribution Triggers have been satisfied; and

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

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

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

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

                                       28
<PAGE>

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

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

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

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

        Purchase Agreement:  The Mortgage Loan Purchase  Agreement,  dated as of
the Closing Date, among GMACM, as a seller, Witmer Funding LLC, as a seller, and
the Company, as purchaser, and all amendments thereof and supplements thereto.

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

        Qualified  Substitute  Mortgage  Loan: A Mortgage  Loan  substituted  by
either  Seller or GMACM for a Deleted  Mortgage  Loan which must, on the date of
such  substitution,  as confirmed in an Officer's  Certificate  delivered to the
Trustee, with a copy to the Custodian,

        (i)    have an outstanding  principal  balance,  after  deduction of the
               principal  portion  of the  monthly  payment  due in the month of
               substitution  (or in the case of a substitution  of more than one
               Mortgage  Loan  for  a  Deleted   Mortgage   Loan,  an  aggregate
               outstanding  principal  balance,  after such  deduction),  not in
               excess of the Stated  Principal  Balance of the Deleted  Mortgage
               Loan (the amount of any  shortfall to be deposited by such Seller
               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;

                                       29
<PAGE>

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

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

          (v)  comply with each  representation  and warranty  made by GMACM and
               the  related  Seller  set forth in Section  7.02 of the  Purchase
               Agreement; and

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

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

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

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

        Rating  Agency:  Standard & Poor's and Fitch 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,

                                       30
<PAGE>

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

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

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

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

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

        Reference  Bank Rate:  The rates at which  deposits in U.S.  Dollars are
offered  by the  reference  banks  (which  shall be three  major  banks that are
engaged in transactions in the London interbank market,  selected by the Trustee
after  consultation with the Servicer) as of 11:00 A.M., London time, on the day
that is one LIBOR Business Day prior to the immediately  preceding  Distribution
Date to prime banks in the London  interbank market for a period of one month in
amounts  approximately equal to the aggregate  Certificate  Principal Balance of
the Class A-9 Certificates then outstanding.

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

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

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

                                       31
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       32
<PAGE>

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

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

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

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

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

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

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

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

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

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

        Scheduled Final Distribution Date:  December 25, 2031.

                                       33
<PAGE>

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

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

        Sellers: GMACM and Witmer Funding LLC.

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

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

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

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

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

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

provided, however,

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

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

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


                                       34
<PAGE>

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

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

Notwithstanding the foregoing,  upon the reduction of the Certificate  Principal
Balances  of  the  related  Senior   Certificates   (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),  Section 4.02(b)(ii), and the amount of the
Insurance Premium; or, on or after the Credit Support Depletion Date, the amount
required  to be  distributed  to the  Class PO  Certificateholders  pursuant  to
Section 4.02(c), and the amount of the Insurance Premium; and (b) the sum of the
amounts  required to be  distributed  to the Senior  Certificateholders  on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvii) and (xix).

        Senior Underwriter:  As defined in Section 4.08.

     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


                                       35
<PAGE>

relation  to any such  proceedings  that  result  from the  Mortgage  Loan being
registered on the MERS System,  (iii) the management and  liquidation of any REO
Property and (iv)  compliance with the  obligations  under Sections 3.01,  3.08,
3.12(a) and 3.14,  including,  if the Servicer or any  Affiliate of the Servicer
provides services such as appraisals and brokerage services that are customarily
provided  by  Persons  other  than  servicers  of  mortgage  loans,   reasonable
compensation for such services.

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

        Servicing Fee Rate:  0.25% per annum.

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

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

        Special Hazard Amount:  As of any Distribution  Date, an amount equal to
$3,382,539  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  24.44%  (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


                                       36
<PAGE>

to any Class of Certificates by such Rating Agency (without giving effect to the
MBIA  Policy  in the case of the  Insured  Certificates)  below the lower of the
then-current  rating  or the  rating  assigned  to such  Certificates  as of the
Closing  Date by such  Rating  Agency  and (ii)  provide a copy of such  written
confirmation to the Trustee and to MBIA.

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

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

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

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

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

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

        Subordinate   Principal   Distribution   Amount:  With  respect  to  any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related  Subordinate  Class Percentage for such Class and
(y) the aggregate of the amounts  calculated  for such  Distribution  Date under
clauses (1), (2) and (3) of Section  4.02(a)(ii)(Y)(A) to the extent not payable
to the Senior  Certificates;  (ii) such  Class's  pro rata  share,  based on the
Certificate  Principal  Balance of each Class of Subordinate  Certificates  then
outstanding,    of   the    principal    collections    described   in   Section
4.02(a)(ii)(Y)(B)(b)   to  the  extent  such   collections   are  not  otherwise
distributed  to the Senior  Certificates;  (iii) the  product of (x) the related
Prepayment  Distribution  Percentage  and (y)  the  aggregate  of all  Principal
Prepayments in Full received in the related  Prepayment  Period and Curtailments


                                       37
<PAGE>

received in the  preceding  calendar  month  (other  than the  related  Discount
Fraction of such Principal  Prepayments in Full and Curtailments with respect to
a Discount Mortgage Loan) to the extent not payable to the Senior  Certificates;
(iv) if such Class is the Class of  Subordinate  Certificates  with the  Highest
Priority,  any Excess  Subordinate  Principal Amount for such Distribution Date;
and (v) any amounts  described in clauses (i), (ii) and (iii) as determined  for
any previous  Distribution  Date, that remain  undistributed  to the extent that
such amounts are not  attributable  to Realized Losses which have been allocated
to a Class of  Subordinate  Certificates  minus (b) with respect to the Class of
Subordinate  Certificates  with the  Lowest  Priority,  any  Excess  Subordinate
Principal  Amount  for  such  Distribution  Date;  provided,  however,  that the
Subordinate   Principal   Distribution  Amount  for  any  Class  of  Subordinate
Certificates on any  Distribution  Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.

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

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

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

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

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

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

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

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

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

                                       38
<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,

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

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

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

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

        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.

                                       39
<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.

     Variable  Rate  Certificates:  The Class A-9  Certificates  and Class  A-10
Certificates.

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

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

Section 1.02...Use of Words and Phrases.

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01...Conveyance of Mortgage Loans.

(a) The Company,  concurrently  with the  execution  and delivery  hereof,  does
hereby assign to the Trustee for the benefit of the  Certificateholders  without
recourse all the right, title and interest of the Company in and to the Mortgage
Loans,  including all interest and principal  received on or with respect to the


                                       40
<PAGE>

Mortgage  Loans after the Cut-off  Date (other than  payments of  principal  and
interest due on the Mortgage Loans on or before the Cut-off Date). In connection
with such  transfer and  assignment,  the Company  does hereby  deliver the MBIA
Policy  to  the   Trustee  for  the  benefit  of  the  Holders  of  the  Insured
Certificates.

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

        In lieu of delivering  the Mortgage Note relating to any Mortgage  Loan,
the  Depositor may deliver or cause to be delivered a lost note  affidavit  from
the related  Seller or GMACM  stating that the original  Mortgage Note was lost,
misplaced or  destroyed,  and, if available,  a copy of each  original  Mortgage
Note;  provided,  however,  that in the case of  Mortgage  Loans which have been
prepaid  in full  after the  Cut-off  Date and prior to the  Closing  Date,  the
Depositor, in lieu of delivering the above documents, may deliver or cause to be
delivered to the  Custodian,  if any, or the Trustee,  a  certification  to such
effect and shall  deposit all amounts paid in respect of such  Mortgage  Loan in
the Payment Account on the Closing Date.

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

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

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<PAGE>

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

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

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

        The  Servicer  shall  cause  to be  filed  the  UCC  assignment  and UCC
financing  statement referred to in clause (II)(vii) and (x),  respectively,  of
the  definition  of Mortgage  File.  If any UCC  assignment  or amendment or UCC
financing statement, as applicable,  is lost or returned unfiled to the Servicer
because of any defect  therein,  the Servicer  shall  prepare a  substitute  UCC
assignment or amendment or UCC financing statement, as applicable,  or cure such
defect,  and cause such UCC assignment or amendment or UCC financing  statement,
as applicable, to be filed in accordance with this paragraph. In connection with
its servicing of  Cooperative  Loans,  the Servicer will use its best efforts to
file timely continuation  statements with regard to each financing statement and
assignment  relating to  Cooperative  Loans as to which the related  Cooperative
Apartment is located outside of the State of New York.

        In connection with the assignment of any Mortgage Loan registered on the
MERS(R)  System,  the  Servicer  further  agrees  that  it  will  cause,  at the
Servicer's  own expense,  as soon as  practicable  after the Closing  Date,  the
MERS(R)  System to indicate that such Mortgage Loans have been assigned by GMACM
to the  Trustee  in  accordance  with  this  Agreement  for the  benefit  of the
Certificateholders  by including  (or  deleting,  in the case of Mortgage  Loans


                                       42
<PAGE>

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

(f) It is  intended  that the  conveyance  by the  Company to the Trustee of the
Mortgage  Loans as provided  for in this  Section 2.01 be construed as a sale by
the  Company  to the  Trustee  of the  Mortgage  Loans  for the  benefit  of the
Certificateholders.  Further,  it is not intended that such conveyance be deemed
to be a grant of a security interest in the Mortgage Loans by the Company to the
Trustee to secure a debt or other  obligation  of the Company.  However,  if the
Mortgage Loans are held to be property of the Company or of the related  Seller,
or if for any  reason  this  Agreement  is held or deemed  to create a  security
interest in the Mortgage Loans,  then it is intended that, (a) this Agreement be
and  hereby is a  security  agreement  within  the  meaning  of Article 9 of the
Uniform  Commercial  Code of any  applicable  jurisdiction;  (b) the  conveyance
provided  for in Section  2.01 shall be deemed to be, and hereby is, (1) a grant
by the  Company to the Trustee of a security  interest  in all of the  Company's
right, title and interest,  whether now owned or hereafter  acquired,  in and to
the  following:  (A) the  Mortgage  Loans,  including  (i) with  respect to each
Cooperative Loan, the related Mortgage Note, Security  Agreement,  Assignment of
Proprietary  Lease,  Cooperative Stock  Certificate and Cooperative  Lease, (ii)
with respect to each Mortgage Loan other than a  Cooperative  Loan,  the related
Mortgage  Note and  Mortgage,  and (iii) any  insurance  policies  and all other
documents in the related  Mortgage File, (B) all amounts payable pursuant to the
Mortgage  Loans in accordance  with the terms  thereof,  (C) all proceeds of the
conversion,  voluntary or involuntary,  of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or  invested  in the  Payment  Account  or the  Custodial  Account,
whether in the form of cash, instruments,  securities or other property, (D) all
accounts,  general intangibles,  chattel paper, instruments,  documents,  money,
deposit accounts,  goods, letters of credit,  letter-of-credit rights, oil, gas,
and other  minerals,  and  investment  property  consisting  of, arising from or
relating to any of the foregoing, and (E) all proceeds of the foregoing, and (2)
an assignment by the Company to the Trustee of any security  interest in any and
all of each Seller's right (including the power to convey title thereto),  title
and interest,  whether now owned or hereafter  acquired,  in and to the property
described in the foregoing clauses (1)(A), (B), (C), (D) and (E) granted by such
Seller to the Company pursuant to the Purchase Agreement;  (c) the possession by
the  Trustee,  the  Custodian  or any other  agent of the  Trustee of any of the
foregoing  property  shall be deemed to be possession by the secured  party,  or
possession  by a purchaser  or a person  holding for the benefit of such secured
party,  for  purposes  of  perfecting  the  security  interest  pursuant  to the
Pennsylvania  Uniform  Commercial  Code and the Uniform  Commercial  Code of any
other applicable jurisdiction (including, without limitation, Sections 9-313 and
9-314 thereof);  and (d)  notifications  to persons  holding such property,  and
acknowledgments,  receipts or confirmations  from persons holding such property,
shall be deemed notifications to, or acknowledgments,  receipts or confirmations
from, securities  intermediaries,  bailees or agents of, or persons holding for,
the Trustee (as applicable) for the purpose of perfecting such security interest
under applicable law.

                                       43
<PAGE>

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

Section 2.02...Acceptance by Trustee.

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

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

        If, in the process of reviewing  the Mortgage  Notes and  preparing  the
certifications  referred to above,  the Custodian  finds any Mortgage Note to be
missing or  contains  any defect  which  materially  and  adversely  affects the
interests of the  Certificateholders in the related Mortgage Loan, the Custodian
is required pursuant to the Custodial  Agreement,  to notify the Trustee,  MBIA,
the Company and the Sellers,  and the Trustee  shall request that GMACM cure any
such defect in all material respects within 90 days from the date on which GMACM
was  notified  of such  defect,  and if GMACM  does not cure such  defect in all
material respects during such period, the Trustee shall request on behalf of the
Certificateholders  that GMACM either (i)  substitute  for such  Mortgage Loan a


                                       44
<PAGE>

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 and the
Company.

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

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

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

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

                                       45
<PAGE>

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

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

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

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

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

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

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

        The  Company   hereby   assigns  to  the  Trustee  for  the  benefit  of
Certificateholders  all of its  right,  title and  interest  in  respect  of the
Purchase   Agreement   insofar  as  the  Purchase   Agreement   relates  to  the
representations  and warranties  made by the Sellers and GMACM in respect of the
Mortgage  Loans and any  remedies  provided  thereunder  for any  breach of such
representations  and warranties,  such right, title and interest may be enforced
by the  Servicer on behalf of the Trustee and the  Certificateholders.  Upon the
discovery by the Company, the Servicer, the Trustee or any Custodian of a breach
of any of the  representations  and  warranties  made in the Purchase  Agreement
(which,  for purposes  hereof,  will be deemed to include any other cause giving
rise to a repurchase  obligation under the Purchase Agreement) in respect of any
Mortgage  Loan which  materially  and  adversely  affects the  interests  of the
Certificateholders  in such Mortgage  Loan,  the party  discovering  such breach
shall give prompt written  notice to the other parties (any  Custodian  being so
obligated under a Custodial Agreement). The Servicer shall promptly notify GMACM
or Witmer  Funding  LLC, as  applicable,  of such  breach and request  that such
Person either (i) cure such breach in all material  respects within 90 days from
the date such Person was notified of such breach or (ii)  purchase such Mortgage
Loan from the Trust  Fund at the  Purchase  Price and in the manner set forth in
Section 2.02; provided that in the case of a breach under the Purchase Agreement
GMACM or Witmer Funding LLC, as applicable,  shall have the option to substitute
a Qualified  Substitute  Mortgage  Loan or Loans for such  Mortgage Loan if such
substitution  occurs within two years following the Closing Date;  provided that
if the  breach  would  cause the  Mortgage  Loan to be other  than a  "qualified
mortgage"  as  defined  in  Section  860G(a)(3)  of the  Code,  any  such  cure,


                                       46
<PAGE>

repurchase  or  substitution  must occur within 90 days from the date the breach
was  discovered.  In the  event  that  GMACM or  Witmer  Funding  LLC  elects to
substitute a Qualified  Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan  pursuant to this  Section  2.04,  the  Trustee  shall cause such Person to
deliver to the Custodian with respect to such Qualified Substitute Mortgage Loan
or Loans,  the original  Mortgage Note endorsed as required by Section 2.01, and
the Trustee  shall cause such Person to deliver to the Servicer  with respect to
such Qualified  Substitute  Mortgage  Loan,  the Mortgage,  an Assignment of the
Mortgage in recordable form if required pursuant to Section 2.01, and such other
documents and agreements as are required to be held by the Servicer  pursuant to
Section  2.01.  No  substitution  will be made in any  calendar  month after the
Determination  Date  for such  month.  Monthly  Payments  due  with  respect  to
Qualified  Substitute  Mortgage Loans in the month of substitution  shall not be
part of the Trust Fund and will be retained by the  Servicer and remitted by the
Servicer to such Person on the next succeeding  Distribution Date. For the month
of  substitution,  distributions  to the  Certificateholders  will  include  the
Monthly  Payment due on a Deleted  Mortgage  Loan for such month and  thereafter
GMACM or Witmer  Funding  LLC,  as  applicable,  shall be entitled to retain all
amounts  received in respect of such Deleted  Mortgage  Loan. The Servicer shall
amend or cause to be amended the  Mortgage  Loan  Schedule,  and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount  Fractions,
for the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified  Substitute Mortgage Loan or
Loans and the Servicer shall deliver the amended Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount  Mortgage Loan, the amended Schedule of
Discount  Fractions,  to the  Trustee.  Upon such  substitution,  the  Qualified
Substitute  Mortgage  Loan or  Loans  shall  be  subject  to the  terms  of this
Agreement and the related Subservicing  Agreement in all respects, and GMACM and
the  related  Seller  shall  be  deemed  to have  made the  representations  and
warranties with respect to the Qualified  Substitute  Mortgage Loan contained in
the Purchase Agreement as of the date of substitution.

        In connection with the substitution of one or more Qualified  Substitute
Mortgage  Loans  for one or more  Deleted  Mortgage  Loans,  the  Servicer  will
determine  the amount (if any) by which the aggregate  principal  balance of all
such Qualified  Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated  Principal  Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due  in  the  month  of   substitution   that  are  to  be  distributed  to  the
Certificateholders in the month of substitution). The Servicer shall deposit the
amount of such  shortfall  received  from GMACM or Witmer  Funding  LLC into the
Custodial Account on the day of substitution.  The Servicer shall give notice in
writing to the Trustee of such event,  which notice shall be  accompanied  by an
Officer's  Certificate  as to the  calculation of such shortfall and (subject to
Section  10.01(f)) by an Opinion of Counsel to the effect that such substitution
will not cause (a) any federal  tax to be imposed on the Trust  Fund,  including
without limitation,  any federal tax imposed on "prohibited  transactions" under
Section  860F(a)(1)  of the Code or on  "contributions  after the startup  date"
under Section  860G(d)(1) of the Code or (b) any portion of the REMIC to fail to
qualify as such at any time that any Certificate is outstanding.

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

                                       47
<PAGE>

Section 2.05...Execution and Authentication of Certificates.

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

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

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

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

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

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

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

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

                                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


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<PAGE>

Mortgage,  the  subordination  of the lien of the  Mortgage in favor of a public
utility company or government agency or unit with powers of eminent domain,  the
taking  of a deed in lieu  of  foreclosure,  the  commencement,  prosecution  or
completion  of  judicial  or  non-judicial  foreclosure,  the  conveyance  of  a
Mortgaged  Property to the related  Insurer,  the  acquisition  of any  property
acquired  by  foreclosure  or deed in lieu of  foreclosure,  or the  management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of  foreclosure  with  respect  to the  Mortgage  Loans and with  respect to the
Mortgaged  Properties.  The Servicer  further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the  Subservicer,  when the Servicer or the  Subservicer,  as the
case may be,  believes it  appropriate  in its best  judgment  to  register  any
Mortgage Loan on the MERS(R) System,  or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the  Certificateholders  or any of them, any and all instruments
of assignment and other  comparable  instruments with respect to such assignment
or  re-recording  of a Mortgage  in the name of MERS,  solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions  described in the preceding  sentence shall be borne by the Servicer
in accordance with Section 3.16(c),  with no right of  reimbursement;  provided,
that if, as a result  of MERS  discontinuing  or  becoming  unable  to  continue
operations in connection  with the MERS System,  it becomes  necessary to remove
any Mortgage  Loan from  registration  on the MERS System and to arrange for the
assignment of the related  Mortgages to the Trustee,  then any related  expenses
shall be reimbursable to the Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a),  the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed,  temporary
or final  regulations  promulgated  thereunder  (other than in connection with a
proposed  conveyance  or  assumption  of such Mortgage Loan that is treated as a
Principal  Prepayment  in Full  pursuant  to Section  3.13(d)  hereof) and cause
either REMIC formed under this Agreement to fail to qualify as a REMIC under the
Code.  Upon  request,  the Trustee shall furnish the Servicer with any powers of
attorney and other documents  necessary or appropriate to enable the Servicer to
service and administer the Mortgage  Loans.  The Trustee shall not be liable for
any action taken by the Servicer or any  Subservicer  pursuant to such powers of
attorney. In connection with servicing and administering the Mortgage Loans, the
Servicer and any  Affiliate of the  Servicer  (i) may perform  services  such as
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).

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<PAGE>

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

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

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

Section 3.03...Successor Subservicers.

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

Section 3.04...Liability of the Servicer.

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

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

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

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<PAGE>

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

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

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

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

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


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<PAGE>

the Monthly  Payment is  recalculated  as an amount that will fully amortize the
remaining Stated Principal  Balance thereof by the original  Maturity Date based
on the original Mortgage Rate; provided,  that such re-amortization shall not be
permitted if it would  constitute a reissuance  of the Mortgage Loan for federal
income  tax  purposes,  except  if such  reissuance  is  described  in  Treasury
Regulation  Section  1.860G-2(b)(3).  The  Servicer  shall  not be  required  to
institute  or join in  litigation  with  respect to  collection  of any  payment
(whether  under a Mortgage,  Mortgage Note or otherwise or against any public or
governmental  authority  with  respect  to  a  taking  or  condemnation)  if  it
reasonably  believes  that  enforcing  the  provision  of the  Mortgage or other
instrument  pursuant  to  which  such  payment  is  required  is  prohibited  by
applicable law.

(b) The  Servicer  shall  segregate  and hold all funds  collected  and received
pursuant to each  Mortgage Loan separate and apart from any of its own funds and
general assets and shall  establish and maintain one or more Custodial  Accounts
held in trust,  entitled "GMAC Mortgage  Corporation  Custodial Account in trust
for the  benefit of the  Holders of GMACM  Mortgage  Pass-Through  Certificates,
Series  2001-J7."  Each  Custodial  Account  shall be an Eligible  Account.  The
Custodial  Account  shall be maintained  as a segregated  account,  separate and
apart from trust funds created for mortgage  pass-through  certificates of other
series, and the other accounts of the Servicer.

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

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

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

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

(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;

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<PAGE>

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

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

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

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

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


                                       53
<PAGE>

fees.  On or before  each  Determination  Date,  the  Servicer  shall  cause the
Subservicer,  pursuant to the Subservicing  Agreement,  to remit to the Servicer
for deposit in the Custodial Account all funds held in the Subservicing  Account
with  respect  to each  Mortgage  Loan  serviced  by such  Subservicer  that are
required to be remitted to the Servicer.

(b) In addition to the Custodial  Account and the Payment Account,  the Servicer
shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for
Subserviced  Mortgage  Loans to,  establish  and maintain one or more  Servicing
Accounts and deposit and retain therein all collections  from the Mortgagors (or
advances  from  Subservicers)  for the  payment  of taxes,  assessments,  hazard
insurance  premiums,  Primary  Insurance  Policy  premiums,  if  applicable,  or
comparable items for the account of the Mortgagors. Each Servicing Account shall
be hold in trust, entitled "GMAC Mortgage Corporation Servicing Account in trust
for  the  benefit  of  the  of  the  Holders  of  GMACM  Mortgage   Pass-Through
Certificates,  Series  2001-J7."  Withdrawals of amounts related to the Mortgage
Loans from the Servicing  Accounts may be made only to effect timely  payment of
taxes,  assessments,   hazard  insurance  premiums,   Primary  Insurance  Policy
premiums,  if  applicable,  or  comparable  items,  to reimburse the Servicer or
Subservicer  out of  related  collections  for any  payments  made  pursuant  to
Sections 3.11 (with respect to the Primary  Insurance  Policy) and 3.12(a) (with
respect to hazard  insurance),  to refund to any  Mortgagors  any sums as may be
determined  to be overages,  to pay  interest,  if required,  to  Mortgagors  on
balances  in the  Servicing  Account  or to clear and  terminate  the  Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing  duties,  the Servicer shall, and the  Subservicers  will,
pursuant to the  Subservicing  Agreements,  be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.

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

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

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

                                       54
<PAGE>

(i)  to make deposits into the Payment  Account in the amounts and in the manner
     provided for in Section 4.01;

(ii) to reimburse itself or the related Subservicer for previously  unreimbursed
     advances or expenses made pursuant to Sections 3.01,  3.07(a),  3.08, 3.11,
     3.12(a),  3.14 and 4.04 or otherwise  reimbursable pursuant to the terms of
     this Agreement,  such withdrawal right being limited to amounts received on
     particular  Mortgage  Loans  (including,  for this  purpose,  REO Proceeds,
     Insurance Proceeds,  Liquidation Proceeds and proceeds from the purchase of
     a Mortgage Loan pursuant to Section 2.02, 2.04 or 4.07) which represent (A)
     Late Collections of Monthly Payments for which any such advance was made in
     the case of Subservicer  Advances or Advances  pursuant to Section 4.04 and
     (B)  recoveries  of amounts in respect of which such  advances were made in
     the case of Servicing Advances;

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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


                                       57
<PAGE>

interfere  with the  Mortgagor's  freedom  of choice  in  selecting  either  his
insurance  carrier or agent,  provided,  however,  that the  Servicer  shall not
accept  any  such  insurance  policies  from  insurance  companies  unless  such
companies  currently  reflect a General Policy Rating in Best's Key Rating Guide
currently  acceptable to Fannie Mae and are licensed to do business in the state
wherein the property subject to the policy is located.

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

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

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

(a) When any Mortgaged  Property is conveyed by the  Mortgagor,  the Servicer or
Subservicer,  to the extent it has knowledge of such  conveyance,  shall enforce
any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent
permitted under  applicable law and  governmental  regulations,  but only to the
extent that such enforcement  will not adversely  affect or jeopardize  coverage
under any Required Insurance Policy. Notwithstanding the foregoing, the Servicer
is not required to exercise  such rights with respect to a Mortgage  Loan if the
Person to whom the related  Mortgaged  Property has been conveyed or is proposed
to be conveyed satisfies the terms and conditions contained in the Mortgage Note
and  Mortgage  related  thereto  and the  consent  of the  mortgagee  under such
Mortgage Note or Mortgage is not otherwise so required  under such Mortgage Note
or Mortgage as a condition to such  transfer.  In the event that the Servicer is
prohibited by law from  enforcing any such  due-on-sale  clause,  or if coverage
under  any  Required  Insurance  Policy  would  be  adversely  affected,  or  if
nonenforcement  is otherwise  permitted  hereunder,  the Servicer is authorized,
subject to Section 3.13(b), to take or enter into an assumption and modification
agreement  from or with the person to whom such property has been or is about to
be  conveyed,  pursuant to which such person  becomes  liable under the Mortgage
Note and,  unless  prohibited  by applicable  state law, the  Mortgagor  remains
liable thereon, provided that the Mortgage Loan shall continue to be covered (if
so covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized


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<PAGE>

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 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.

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<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
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


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<PAGE>

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
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.

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

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

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

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

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

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

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

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

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

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

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

Section 3.18...Annual Statement as to Compliance.

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

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

        On or  before  90 days  after  the end of the  Servicer's  fiscal  year,
commencing  with its 2001 fiscal year, the Servicer at its expense shall cause a
firm of independent  public  accountants  (who may also render other services to
the Servicer,  the Depositor or any affiliate  thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee,  MBIA and the  Depositor  to the  effect  that such  firm has  examined
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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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 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 MBIA the Insurance Premium,  second to
the Trustee,  payment for any servicing  transfer  expenses  reimbursable to the
Trustee pursuant to Section  7.02(a),  and that have not been paid or reimbursed
to the  Trustee  by the  Servicer,  third  to the  Servicer,  in the  case  of a
distribution  pursuant to Section  4.02(a)(iii) below, the amount required to be
distributed  to the Servicer or a Subservicer  pursuant to Section  4.02(a)(iii)
below,  and  fourth to each  Certificateholder  of record on the next  preceding
Record  Date  (other  than as  provided  in Section  9.01  respecting  the final
distribution)  either  in  immediately  available  funds  (by wire  transfer  or
otherwise)  to the account of such  Certificateholder  at a bank or other entity
having  appropriate  facilities  therefor,  if  such  Certificateholder  has  so
notified  the  Trustee  or the  Paying  Agent,  as the case may be,  or, if such
Certificateholder  has not so notified  the  Trustee or the Paying  Agent by the
Record Date,  by check mailed to such  Certificateholder  at the address of such
Holder  appearing in the  Certificate  Register such  Certificateholder's  share
(which share with respect to each Class of  Certificates,  shall be based on the
aggregate  of  the  Percentage  Interests  represented  by  Certificates  of the
applicable Class held by such Holder of the following amounts,  in the following
order of priority  (subject to the provisions of Section 4.02(b) below), in each
case to the extent of the Available Distribution Amount:

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

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

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

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

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

(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);

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<PAGE>

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

(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;

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

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

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

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

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

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

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

        Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate  Certificates are no longer
outstanding,  the Senior  Certificates,  Accrued  Certificate  Interest  thereon
remaining unpaid from any previous Distribution Date shall be distributable only


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

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

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

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

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

(C)  in connection  with the Cash  Liquidation or REO  Disposition of a Discount
     Mortgage  Loan that did not result in any  Excess  Special  Hazard  Losses,
     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;

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<PAGE>

(ii)           an  amount  equal to the  Accrual  Distribution  Amount  shall be
               distributed  to the Accretion  Directed  Certificates,  until the
               Certificate Principal Balance thereof has been reduced to zero;

(iii)          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;

(iv)           the balance of the Senior Principal Distribution Amount remaining
               after the distributions,  if any, described in clause (iii) above
               shall be distributed concurrently as follows:

(A)                   11.1111111111%  of the  portion  of the  Senior  Principal
                      Distribution  Amount described in clause (iv) above to the
                      Class A-9  Certificate,  until the  Certificate  Principal
                      Balance of the Class A-9  Certificates has been reduced to
                      zero; and

(B)                   88.8888888889%  of the  portion  of the  Senior  Principal
                      Distribution   Amount  described  in  clause  (iv)  above,
                      sequentially, as follows:

(1)     first, to the Lockout Certificates, in an amount equal to the sum of:

                             (a)    the  Lockout  Scheduled  Percentage  of  the
                                    Lockout  Certificate  Share of the aggregate
                                    of  the  collections  described  in  clauses
                                    (ii)(Y)(A),  (B)  and  (E)  (to  the  extent
                                    clause (E)  relates to clause (A) or (B)) of
                                    Section 4.02(a);

                             (b)    the  Lockout  Prepayment  Percentage  of the
                                    Lockout  Certificate  Share of the aggregate
                                    of  the  collections  described  in  clauses
                                    (ii)(Y)(C) and (E) (to the extent clause (E)
                                    related to clause (C)) of Section 4.02(a);

                             provided  that, if the aggregate of the amounts set
                             forth in clauses  (ii)(Y)(A),  (B),  (C) and (E) of
                             Section  4.02(a)  is more than the  balance  of the
                             Available  Distribution  Amount remaining after the
                             Senior Interest  Distribution  Amount, the Class PO
                             Principal   Distribution  Amount  and  the  Accrual
                             Distribution  Amount  have  been  distributed,  the
                             amount paid to the Lockout Certificates pursuant to
                             this  clause  (iv)(B)(1)  shall  be  reduced  by an
                             amount  equal to the Lockout  Certificate  Share of
                             such difference;

(2)     second, concurrently, on a pro rata basis, as follows:

                             (a)  77.6939009984%  of  the  amount  described  in
                             clause (iv)(B) above  sequentially to the Class A-1
                             Certificates  and Class A-2  Certificates,  in that
                             order, in each case until the Certificate Principal
                             Balance thereof has been reduced to zero; and

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<PAGE>

                             (b)  22.3060990016%  of  the  amount  described  in
                             clause (iv)(B) above  sequentially to the Class A-3
                             Certificates  and Class A-4  Certificates,  in that
                             order, in each case until the Certificate Principal
                             Balance thereof has been reduced to zero;

(3)     third, concurrently, on a pro rata basis, as follows:

                             (a) 38.0% of the amount described in clause (iv)(B)
                             above  sequentially  to the Class A-6  Certificates
                             and Class A-8 Certificates,  in that order, in each
                             case  until  the  Certificate   Principal   Balance
                             thereof has been reduced to zero; and

                             (b) 62.0% of the amount described in clause (iv)(B)
                             above  sequentially  to the Class A-5  Certificates
                             and Class A-7 Certificates,  in that order, in each
                             case  until  the  Certificate   Principal   Balance
                             thereof has been reduced to zero; and

(4)                          fourth,  to the  Lockout  Certificates,  until  the
                             Certificate   Principal   Balance  of  the  Lockout
                             Certificates has been reduced to zero.
Any amounts paid under the MBIA Policy  pursuant to Section  11.02 in respect of
principal shall be distributed to the holders of Insured Certificates only.

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

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

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


                                       74
<PAGE>

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

(f) Each distribution with respect to a Book-Entry  Certificate shall be paid to
the  Depository,   as  Holder  thereof,  and  the  Depository  shall  be  solely
responsible for crediting the amount of such distribution to the accounts of its
Depository   Participants  in  accordance  with  its  normal  procedures.   Each
Depository  Participant shall be responsible for disbursing such distribution to
the  Certificate  Owners that it represents  and to each indirect  participating
brokerage firm (a "brokerage  firm") for which it acts as agent.  Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, MBIA, 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).

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<PAGE>

Section 4.03...Statements to Certificateholders.

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

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

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

(a) Prior to the close of  business on the  Business  Day next  succeeding  each
Determination  Date,  the Servicer  shall furnish the  Remittance  Report to the
Trustee and MBIA in a mutually  agreed upon form of an  electromagnetic  tape or
disk and hard copy, or other automated  transmission.  The Remittance Report and
any information supplemental thereto shall include such information with respect
to the Mortgage  Loans that is required by the Trustee for purposes of preparing
any   requested   drawings  on  the  MBIA  Policy,   as  set  forth  in  written
specifications  or guidelines issued by the Servicer or the Trustee from time to
time,  and the Trustee  shall make the  information  in such  Remittance  Report
available  in the  manner  described  in  Section  4.03.  The  Trustee  shall be
protected in relying upon the  information  set forth in the  Remittance  Report
without any independent check or verification.

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

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

        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


                                       77
<PAGE>

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

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

Section 4.05...Allocation of Realized Losses.

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


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regard to any Compensating  Interest for such Distribution  Date) in the case of
an  interest  portion  of  a  Realized  Loss;  provided  that  for  purposes  of
determining  "pro  rata,"  the  Certificate  Principal  Balance  of the  Accrual
Certificates  shall be deemed to be the  lesser of (a) the  related  Certificate
Principal Balance thereof as of the Closing Date or (b) the related  Certificate
Principal Balance thereof as of such date of  determination.  Except as provided
in the following  sentence,  any allocation of the principal portion of Realized
Losses (other than Debt Service  Reductions) to a Class of Certificates shall be
made by reducing  the  Certificate  Principal  Balance  thereof by the amount so
allocated,   which   allocation  shall  be  deemed  to  have  occurred  on  such
Distribution  Date. Any allocation of the principal  portion of Realized  Losses
(other  than Debt  Service  Reductions)  to the  Subordinate  Certificates  then
outstanding  with  the  Lowest  Priority  shall  be  made  by  operation  of the
definition of "Certificate Principal Balance" and by operation of the provisions
of Section  4.02(a).  Allocations  of the interest  portions of Realized  Losses
shall be made in proportion to the amount of Accrued Certificate Interest and by
operation of the definition of "Accrued  Certificate  Interest" and by operation
of the provisions of Section  4.02(a).  Allocations of the principal  portion of
Debt Service  Reductions shall be made by operation of the provisions of Section
4.02(a).  All  Realized  Losses  and all other  losses  allocated  to a Class of
Certificates hereunder will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.

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

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

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

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

Section 4.08...Insured Reserve Fund.
               --------------------

        No later than the Closing Date, the Trustee shall establish and maintain
with itself one or more  segregated  trust accounts that are Eligible  Accounts,
which shall be titled "Insured Reserve Fund, Bank One, National Association,  as
trustee for the registered holders of Residential Asset Mortgage Products, Inc.,
GMACM Mortgage Pass-Through Certificates, Series 2001-J7, Insured Certificates."
On the Closing Date,  UBS Warburg LLC (the "Senior  Underwriter")  shall deposit
with the Trustee,  and the Trustee shall deposit into the Insured  Reserve Fund,
cash in an amount equal to $5,000.

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<PAGE>

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

        For federal  income tax purposes,  the Senior  Underwriter  shall be the
owner of the  Insured  Reserve  Fund  and  shall  report  all  items of  income,
deduction,  gain or loss arising therefrom.  Notwithstanding  anything herein to
the  contrary,  the Insured  Reserve Fund shall not be an asset of either REMIC.
The  Insured  Reserve  Fund shall be invested in  Permitted  Investments  at the
direction  of  the  Senior  Underwriter.  All  income  and  gain  realized  from
investment of funds  deposited in the Insured Reserve Fund shall be deposited in
the Insured  Reserve Fund for the sole use and exclusive  benefit of the Insured
Reserve Fund. The amount of any loss incurred in respect of any such investments
shall be deposited in the Insured Reserve Fund by the Senior  Underwriter out of
its own funds  immediately as realized without any right of  reimbursement.  The
balance,  if any, remaining in the Insured Reserve Fund on the Distribution Date
on which the  Certificate  Principal  Balance  of the  Insured  Certificates  is
reduced to zero or the Trust Fund is terminated,  whichever occurs earlier, will
be distributed by the Trustee to the Senior Underwriter.  To the extent that the
Insured Reserve Fund constitutes a reserve fund for federal income tax purposes,
(1) it shall be an outside reserve fund and not an asset of either REMIC and (2)
it shall be owned by the Senior  Underwriter,  all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.

Section 4.09...Determination of LIBOR.
               ----------------------

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


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<PAGE>

of 11:00  A.M.,  New York City time,  on such date for loans in U.S.  Dollars to
leading European banks for a period of one month in amounts  approximately equal
to the aggregate Certificate Principal Balance of the Variable Rate Certificates
then outstanding.  If no such quotations can be obtained, the rate will be LIBOR
for the  prior  Distribution  Date,  or,  in the case of the  first  LIBOR  Rate
Adjustment Date, 2.525%;  provided however,  if, under the priorities  described
above,  LIBOR for a  Distribution  Date would be based on LIBOR for the previous
Distribution Date for the third consecutive Distribution Date, the Trustee shall
select an alternative  comparable index (over which the Trustee has no control),
used for determining  one-month  Eurodollar lending rates that is calculated and
published (or otherwise made available) by an independent party.

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

                                   ARTICLE V
                                THE CERTIFICATES

Section 5.01...The Certificates.

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

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

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

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<PAGE>

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

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

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

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

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

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<PAGE>

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

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


                                       83
<PAGE>

     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 (with
     respect to any Class B  Certificate)  or paragraph  fourteen of Exhibit G-1
     (with respect to any Class R Certificate),  which the Trustee may rely upon
     without further inquiry or investigation,  or such other  certifications as
     the Trustee may deem desirable or necessary in order to establish that such
     Transferee  or the  Person in whose  name such  registration  is  requested
     either (a) is not an  employee  benefit  plan or other plan  subject to the
     prohibited  transaction provisions of ERISA or Section 4975 of the Code, or
     any Person (including an investment manager, a named fiduciary or a trustee
     of any such  plan) who is using  "plan  assets"  of any such plan to effect
     such acquisition  (each, a "Plan Investor") or (b) in the case of any Class
     B Certificate,  the following conditions are satisfied: (i) such Transferee
     is an insurance company,  (ii) the source of funds used to purchase or hold
     such  Certificate  (or interest  therein) is an "insurance  company general
     account" (as defined in U.S.  Department  of Labor  Prohibited  Transaction
     Class  Exemption  ("PTCE")  95-60,  and (iii) the  conditions  set forth in
     Sections I and III of PTCE  95-60 have been  satisfied  (each  entity  that
     satisfies this clause (b), a "Complying Insurance Company").

(ii) Any Transferee of a Class M Certificate shall be deemed to have represented
     by virtue of its  purchase  or holding  of such  Certificate  (or  interest
     therein) that either (a) such Transferee is not a Plan Investor, (b) it has
     acquired  and  is  holding  such  Certificate  in  reliance  on  Prohibited
     Transaction  Exemption  ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994),
     as  amended by PTE 97-34,  62 Fed.  Reg.  39021  (July 21,  1997),  and PTE
     2000-58,  65 Fed. Reg. 67765 (November 13, 2000) (the "Issuer  Exemption"),
     and  that  it  understands  that  there  are  certain   conditions  to  the
     availability of the Issuer  Exemption  including that such Certificate must
     be  rated,  at the  time  of  purchase,  not  lower  that  "BBB-"  (or  its
     equivalent) by Standard & Poor's, Fitch or Moody's Investors Service,  Inc.
     or (c) such Transferee is a Complying Insurance Company.

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

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<PAGE>

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

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

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

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

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

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<PAGE>

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

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

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

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

(B)  If any purported  Transferee shall become a Holder of a Class R Certificate
     in violation of the  restrictions in this Section 5.02(f) and to the extent
     that the retroactive  restoration of the rights of the Holder of such Class
     R  Certificate  as  described  in clause  (iii)(A)  above shall be invalid,
     illegal or unenforceable,  then the Servicer shall have the right,  without
     notice to the holder or any prior  holder of such Class R  Certificate,  to
     sell such Class R  Certificate  to a purchaser  selected by the Servicer on
     such terms as the  Servicer may choose.  Such  purported  Transferee  shall
     promptly  endorse and deliver the Class R Certificates  in accordance  with


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<PAGE>

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

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

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

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

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

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<PAGE>

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

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

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

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

Section 5.04.  Persons Deemed Owners.

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

Section 5.05.  Appointment of Paying Agent.

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

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

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<PAGE>

Section 5.06.  Optional Purchase of Certificates.
               ---------------------------------

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

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

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

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

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

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

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

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


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<PAGE>

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

                                   ARTICLE VI

                          THE COMPANY AND THE SERVICER

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

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

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

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

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

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<PAGE>

(c)  Notwithstanding  anything else in this Section 6.02 and Section 6.04 to the
contrary,  the  Servicer  may  assign its  rights  and  delegate  its duties and
obligations  under  this  Agreement;  provided  that the Person  accepting  such
assignment  or  delegation  shall be a  Person  which is  qualified  to  service
mortgage   loans  on  behalf  of  Fannie  Mae  or  Freddie  Mac,  is  reasonably
satisfactory to the Trustee and the Company,  is willing to service the Mortgage
Loans and executes and delivers to the Company and the Trustee an agreement,  in
form and substance reasonably satisfactory to the Company and the Trustee, which
contains an  assumption by such Person of the due and punctual  performance  and
observance  of each  covenant  and  condition to be performed or observed by the
Servicer under this Agreement; provided further that each Rating Agency's rating
of the Classes of Certificates  (in the case of the Insured  Certificates,  such
determination  shall be made without giving effect to the MBIA Policy) that have
been rated in effect  immediately  prior to such  assignment and delegation will
not be  qualified,  reduced  or  withdrawn  as a result of such  assignment  and
delegation (as evidenced by a letter to such effect from each Rating Agency). In
the case of any such assignment and  delegation,  the Servicer shall be released
from its obligations under this Agreement, except that the Servicer shall remain
liable for all liabilities and obligations  incurred by it as Servicer hereunder
prior to the  satisfaction  of the conditions to such  assignment and delegation
set forth in the next preceding sentence.

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

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

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


                                       91
<PAGE>

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

Section 6.04.  Company and Servicer Not to Resign.

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

                                  ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default.

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

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

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

                                       92
<PAGE>

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

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

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

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

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


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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. No such termination  shall release the Servicer for any liability
that it would  otherwise  have  hereunder  for any act or omission  prior to the
effective time of such termination.

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

Section 7.02.  Trustee to Act; Appointment of Successor.

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

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

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

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

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

Section 7.03.  Notification to Certificateholders.

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

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<PAGE>

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

Section 7.04.  Waiver of Events of Default.

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01.  Duties of Trustee.

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

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

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

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

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Section 8.02.  Certain Matters Affecting the Trustee.

        (a)    Except as otherwise provided in Section 8.01:

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

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

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

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

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

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<PAGE>

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

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

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

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

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

Section 8.04.  Trustee May Own Certificates.

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

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

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

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<PAGE>

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

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

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

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

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

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

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

        The Trustee  hereunder shall at all times be a corporation or a national
banking  association  having its principal office in a state and city acceptable
to the Company and organized and doing  business under the laws of such state or
the United States of America,  authorized under such laws to exercise  corporate
trust powers,  having a combined capital and surplus of at least $50,000,000 and
subject to supervision or  examination  by federal or state  authority.  If such
corporation or national banking  association  publishes  reports of condition at
least  annually,  pursuant  to  law  or to the  requirements  of  the  aforesaid
supervising  or examining  authority,  then for the purposes of this Section the
combined  capital  and  surplus  of such  corporation  shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  In case at any time the  Trustee  shall  cease to be eligible in
accordance  with the  provisions  of this  Section,  the  Trustee  shall  resign
immediately in the manner and with the effect specified in Section 8.07.

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

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

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<PAGE>

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

(c) The Holders of  Certificates  entitled to at least 51% of the Voting  Rights
may at any time remove the  Trustee  and appoint a successor  trustee by written
instrument  or  instruments,  in  triplicate,  signed by such  Holders  or their
attorneys-in-fact  duly authorized,  one complete set of which instruments shall
be delivered to the Company,  one complete set to the Trustee so removed and one
complete set to the successor so appointed.  (d) Any  resignation  or removal of
the  Trustee  and  appointment  of a  successor  trustee  pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment
by the successor trustee as provided in Section 8.08.

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

Section 8.11.  Appointment of Custodians.
               -------------------------

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

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

        The Trustee  shall  maintain an office or agency in the City of New York
where  Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially  designates its offices located at 55 Water Street.  First
Floor,  New York,  New York 10041 for the  purposes of keeping  the  Certificate
Register.  The Trustee shall maintain an office at each of the addresses  stated
in Section  12.05  hereof  where  notices  and demands to or upon the Trustee in
respect of this Agreement may be served.

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                                   ARTICLE IX

                                   TERMINATION

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

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

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

(ii) the  purchase  by the  Servicer  of all  Mortgage  Loans  and all  property
     acquired in respect of any Mortgage  Loan  remaining in the Trust Fund at a
     price equal to 100% of the unpaid  principal  balance of each Mortgage Loan
     or,  the fair  market  value of the  related  underlying  property  of such
     Mortgage  Loan with  respect to  Mortgage  Loans as to which title has been
     acquired  if such fair  market  value is less than  such  unpaid  principal
     balance (net of any unreimbursed Advances attributable to principal) on the
     day of repurchase  plus accrued  interest  thereon at the Net Mortgage Rate
     (or Modified Net Mortgage Rate in the case of any Modified  Mortgage  Loan)
     to, but not including,  the first day of the month in which such repurchase
     price is distributed,  provided,  however, that in no event shall the trust
     created hereby continue beyond the expiration of 21 years from the death of
     the last  survivor  of the  descendants  of  Joseph  P.  Kennedy,  the late
     ambassador of the United  States to the Court of St.  James,  living on the
     date hereof and provided  further  that the purchase  price set forth above
     shall be increased as is necessary, as determined by the Servicer, to avoid
     disqualification of any portion of either REMIC as a REMIC.

        The right of the  Servicer to purchase  all the assets of the Trust Fund
pursuant to clause  (ii) above is  conditioned  upon the Pool  Stated  Principal
Balance  as  of  the  Final   Distribution  Date,  prior  to  giving  effect  to
distributions to be made on such Distribution  Date, being less than ten percent
of the Cut-off Date Principal  Balance of the Mortgage  Loans.  If such right is
exercised by the Servicer,  the Servicer shall be deemed to have been reimbursed
for the full amount of any  unreimbursed  Advances  theretofore  made by it with
respect to the Mortgage Loans. In addition,  the Servicer,  shall provide to the
Trustee  the  certification  required  by Section  3.15 and the  Trustee and any
Custodian shall,  promptly  following payment of the purchase price,  release to
the Servicer, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.

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

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<PAGE>

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

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

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

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

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

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


                                      105
<PAGE>

the holders  thereof and the Servicer shall  thereafter  hold such amounts until
distributed  to such  holders.  No  interest  shall  accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Servicer as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.

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

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

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

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

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

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

                                   ARTICLE X

                                REMIC PROVISIONS

Section 10.01. REMIC Administration.
               --------------------

(a) The REMIC  Administrator  shall make an  election to treat the Trust Fund as
two REMICs under the Code and, if  necessary,  under  applicable  state law. The
assets of each REMIC are set forth in this  Agreement.  Such  election  shall be
made on  Form  1066 or  other  appropriate  federal  tax or  information  return
(including  Form 8811) or any  appropriate  state  return for the  taxable  year
ending  on the  last day of the  calendar  year in which  the  Certificates  are
issued.  For the  purposes of the REMIC  elections in respect of the Trust Fund,
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.

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<PAGE>

(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 0.01%  Percentage
Interest in each Class of the Class R  Certificates  and shall be  designated as
"the tax matters person" with respect to each REMIC in the manner provided under
Treasury  regulations  section  1.860F-4(d)  and  Treasury  regulations  section
301.6231(a)(7)-1.  The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each REMIC in relation to any tax matter or  controversy  involving
the Trust  Fund and (ii)  represent  the  Trust  Fund in any  administrative  or
judicial  proceeding  relating to an  examination  or audit by any  governmental
taxing authority with respect  thereto.  The legal expenses,  including  without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability  resulting  therefrom  shall be expenses of the Trust Fund and the
REMIC Administrator  shall be entitled to reimbursement  therefor out of amounts
attributable  to the  Mortgage  Loans on  deposit  in the  Custodial  Account as
provided by Section  3.10 unless such legal  expenses  and costs are incurred by
reason  of the REMIC  Administrator's  willful  misfeasance,  bad faith or gross
negligence.

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

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

(f) The Servicer and the REMIC  Administrator  shall take such actions and shall
cause each REMIC created hereunder to take such actions as are reasonably within
the Servicer's or the REMIC Administrator's  control and the scope of its duties
more  specifically  set  forth  herein as shall be  necessary  or  desirable  to
maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the
Trustee  shall assist the Servicer  and the REMIC  Administrator,  to the extent
reasonably  requested by the Servicer and the REMIC Administrator to do so). The
Servicer and the REMIC  Administrator  shall not knowingly or intentionally take
any action,  cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably  within their respective  control that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger  the status of any portion of either REMIC as a REMIC or (ii) result in
the imposition of a tax upon either REMIC  (including but not limited to the tax
on prohibited  transactions as defined in Section 860F(a)(2) of the Code and the
tax on  contributions  to a REMIC  set  forth in  Section  860G(d)  of the Code)
(either   such  event,   in  the  absence  of  an  Opinion  of  Counsel  or  the
indemnification  referred to in this sentence,  an "Adverse REMIC Event") unless


                                      107
<PAGE>

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

(g) In the event that any tax is imposed on "prohibited  transactions" of either
REMIC  created  hereunder as defined in Section  860F(a)(2) of the Code, on "net
income from foreclosure  property" of either REMIC as defined in Section 860G(c)
of the Code, on any contributions to either REMIC after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code
or any  applicable  provisions  of state or local  tax  laws,  such tax shall be
charged (i) to the Servicer,  if such tax arises out of or results from a breach
by the Servicer of any of its  obligations  under this Agreement or the Servicer
has in its sole  discretion  determined to indemnify the Trust Fund against such


                                      108
<PAGE>

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

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

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

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

(k)  Solely for the  purposes  of Section  1.860G-1(a)(4)(iii)  of the  Treasury
Regulations,  the  "latest  possible  maturity  date" by which  the  Certificate
Principal Balance of each Class of Certificates (other than the Interest Only IO
Certificates)  representing a regular  interest in the applicable  REMIC and the
rights to the Interest Only Certificates represented by the Class IO Certificate
would be  reduced to zero is the  Maturity  Date for each such  Certificate  and
Interest.

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

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

                                      109
<PAGE>

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

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

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

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

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

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

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

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

        The Class A-1,  Class A-2,  Class A-3,  Class A-4, Class A-5, Class A-6,
Class A-7,  Class A-8, Class A-9,  Class A-10,  Class A-11,  Class PO, Class IO,
Class  M-1,   Class  M-2,  Class  M-3,  Class  B-1,  Class  B-2  and  Class  B-3
Certificates,  will be "regular  interests"  in the REMIC II, and the Class R-II
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions (as defined herein) under federal income tax law.

                                      110
<PAGE>

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

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

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

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

        (b)The  amount  described  in  Section   10.04(a)(ii)  shall  be  deemed
distributed to (i) REMIC I Regular  Interest LT1, (ii) REMIC I Regular  Interest
LT2, (iii) REMIC I Regular  Interest LT3, (iv) REMIC I Regular Interest LT4, and
(v) REMIC I Regular  Interest LTPO, with the amount to be distributed  allocated
among such  interests in accordance  with the priority  assigned to each Related
Class of  Certificates  (other than the Class R-I  Certificates),  respectively,
under Section 4.02(b) until the Uncertificated  Balance of each such interest is
reduced to zero.

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

        (d)In  determining  from time to time the amounts  distributable  on the
REMIC I Regular Interests:

               (i) Realized Losses allocated to the Class IO Certificates  under
        Section 4.05 shall be deemed  allocated to the REMIC I Regular  Interest
        LTIO;

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

               (iii)  Realized  Losses  allocated  to the Class A-6,  Class A-8,
        Class M-1,  Class M-2,  Class M-3,  Class B-1,  Class B-2, Class B-3 and
        Class R-II Certificates  under Section 4.05 shall be deemed allocated to
        REMIC I Regular Interest LT1;

               (iv) Realized Losses allocated to the Class A-1, Class A-2, Class
        A-3, Class A-4 and Class A-11  Certificates  under Section 4.05 shall be
        deemed allocated to REMIC I Regular Interest LT2;

               (v)  Realized  Losses  allocated  to the  Class A-5 and Class A-7
        Certificates  under  Section  4.05 shall be deemed  allocated to REMIC I
        Regular Interest LT3; and

                                      111
<PAGE>

               (vi)  Realized  Losses  allocated to the Class A-9 and Class A-10
        Certificates  under  Section  4.05 shall be deemed  allocated to REMIC I
        Regular Interest LT4.

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

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

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

        Notwithstanding  any other provision of this  Agreement,  the Trustee or
any Paying  Agent,  as  applicable,  shall  comply with all federal  withholding
requirements  respecting payments to  Certificateholders,  including interest or
original  issue  discount  payments or advances  thereof that the Trustee or any
Paying Agent, as applicable,  reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying  Agent,  as  applicable,  does  withhold any
amount from interest or original issue discount  payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements,  the Trustee
or any Paying Agent,  as applicable,  shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.

                                   ARTICLE XI

                         CERTAIN MATTERS REGARDING MBIA

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

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

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

(a) If, on the Business Day next succeeding the Determination Date, the Servicer
notifies the Trustee pursuant to Section 4.04(a) that (i) the funds that will be
on deposit in the Payment  Account on the related  Payment Account Deposit Date,
to the  extent  distributable  to the  Insured  Certificateholders  pursuant  to
Section 4.02(a)(i),  are insufficient to pay the full amount of interest for the
related  Interest  Accrual Period on the  Certificate  Principal  Balance of the
Insured Certificates at the related Pass-Through Rate (net of any (1) Prepayment
Interest Shortfalls  allocated to the Insured Certificates to the extent covered
by amounts due from the Servicer or from funds on deposit in the Insured Reserve
Fund and (2) Relief Act  Shortfalls  allocated to the Insured  Certificates)  on
such  Distribution  Date,  (ii) the  principal  portion of any Realized  Loss is
allocated to the Insured  Certificates  on such  Distribution  Date or (iii) the
funds available in connection with the Scheduled Final Distribution Date will be
insufficient  to  reduce  the  Certificate  Principal  Balances  of the  Insured
Certificates to zero after taking into account all  distributions  to be made on
such date,  the  Trustee  shall give  notice by  telephone  or  telecopy  of the
aggregate amount of such deficiency,  confirmed in writing in the form set forth
as Exhibit A to the MBIA Policy, to MBIA, at or before 12:00 noon, New York City
time, on the third Business Day prior to such Distribution  Date. If, subsequent
to such notice, and prior to payment by MBIA pursuant to such notice, additional
amounts are  deposited  in the Payment  Account,  the Trustee  shall  reasonably
promptly  notify MBIA and withdraw the notice or reduce the amount  claimed,  as
appropriate.

                                      112
<PAGE>

(b) The Trustee shall establish a separate special purpose trust account for the
benefit of Holders of the Insured  Certificates  and MBIA  referred to herein as
the "MBIA Policy  Payments  Account" over which the Trustee shall have exclusive
control and sole right of withdrawal.  The Trustee shall deposit any amount paid
under the MBIA Policy in the MBIA Policy  Payments  Account and distribute  such
amount only for  purposes of payment to Holders of Insured  Certificates  of the
Insured  Payment  for which a claim was made.  Such amount may not be applied to
satisfy any costs,  expenses or liabilities of the Servicer,  the Trustee or the
Trust Fund.  Amounts  paid under the MBIA  Policy  shall be  transferred  to the
Payment Account in accordance  with the next succeeding  paragraph and disbursed
by the Trustee to Holders of  Certificates  in accordance  with Section 4.02. It
shall not be necessary for such payments to be made by checks or wire  transfers
separate from the checks or wire transfers used to pay the Insured  Payment with
other funds available to make such payment.  However,  the amount of any payment
of  principal of or interest on the Insured  Certificates  to be paid from funds
transferred  from the MBIA Policy Payments Account shall be noted as provided in
paragraph  (c) below and in the  statement  to be  furnished  to  Holders of the
Certificates  pursuant to Section 4.03.  Funds held in the MBIA Policy  Payments
Account shall not be invested by the Trustee.

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

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

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

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

                                      113
<PAGE>

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

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

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

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

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

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

Section 11.05. Trustee to Hold MBIA Policy.

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

                                      114
<PAGE>

Section 11.06. Payment of Insurance Premium.

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

                      Bank:  Chase Manhattan Bank, N.A.
                      ABA Number:  021-000-021
                      For the account of:  MBIA Insurance Corporation
                      Account Number:  910-2-721728
                      Policy Number:  36845

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01. Amendment.

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

(i)     to cure any ambiguity,

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

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

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

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

                                      115
<PAGE>

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

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

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

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

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

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

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

                                      116
<PAGE>

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

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

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

Section 12.03. Limitation on Rights of Certificateholders.
               ------------------------------------------
(a) The  death or  incapacity  of any  Certificateholder  shall not  operate  to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal  representatives  or heirs to claim an accounting or to take any action or
proceeding  in any court for a partition  or winding up of the Trust  Fund,  nor
otherwise  affect the rights,  obligations and liabilities of any of the parties
hereto.

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

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

                                      117
<PAGE>

Section 12.04. Governing Law.
               -------------

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

Section 12.05. Notices.
               -------

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

  Recipient                   Address
  Company                     8400 Normandale Lake Boulevard
                              Suite 250, Minneapolis, Minnesota 55437,
                              Attention:  President
  Servicer                    100 Witmer Road
                              Horsham, Pennsylvania 19044,
                              Attention:  President
  Trustee                     1 Bank One Plaza
                              Suite IL1-0481
                              Chicago, Illinois 60670-0481
  MBIA                        113 King Street
                              Armonk, New York 10504
                              Attention: Insured Portfolio
                              Management--Structured Finance (GMACM Series
                              2001-J7)

  Fitch                       One State Street Plaza
                              New York, New York 10004
  Standard & Poor's           55 Water Street
                              New York, New York 10041


                                      118
<PAGE>

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

Section 12.06. Required Notices to Rating Agency and Subservicer.

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

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

(b)     the occurrence of an Event of Default,

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

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

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

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

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

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

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

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

                                      119
<PAGE>

Section 12.07. Severability of Provisions.

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


Section 12.08. Supplemental Provisions for Resecuritization.

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

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

Section 12.09. Allocation of Voting Rights.
               ---------------------------

        97% of all of the Voting  Rights  shall be  allocated  among  Holders of
Certificates,  other than the Class A-10, Class IO and Class R Certificates,  in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates;  1% of all Voting  Rights shall be allocated  among the Holders of
the Class A-10  Certificates,  in accordance  with their  respective  Percentage
Interests,  1% of all Voting Rights shall be allocated  among the Holders of the
Class IO Certificates, in accordance with their respective Percentage Interests,
0.5% of all Voting Rights shall be allocated  among the Holders of the Class R-I
Certificates, in accordance with their respective Percentage Interests, and 0.5%
of all Voting  Rights  shall be  allocated  among the  Holders of the Class R-II
Certificates,  in accordance with their respective Percentage Interests. As long
as the MBIA  Policy is in effect  and unless  MBIA is in default  under the MBIA
Policy, MBIA shall be entitled to exercise all Voting Rights otherwise allocable
to the Insured Certificates.
                                      120
<PAGE>

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

        The Company, GMACM, as Seller, the Servicer and the Trustee, by entering
into this  Agreement,  and each  Certificateholder,  by accepting a Certificate,
hereby  covenant and agree that they will not at any time institute  against the
Trust Fund or Witmer Funding LLC, or join in any  institution  against the Trust
Fund or Witmer  Funding  LLC of,  any  bankruptcy  proceedings  under any United
States  federal  or state  bankruptcy  or  similar  law in  connection  with any
obligation with respect to the Certificates or this Agreement.


                                      121
<PAGE>


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

                                            RESIDENTIAL ASSET MORTGAGE
                                                   PRODUCTS, INC.



                                            By:    /s/ Barry Bier
                                                 -----------------------------
                                                   Name: Barry Bier
                                                   Title:   Vice President



                                            GMAC MORTGAGE CORPORATION



                                            By:    /s/ Thomas J. O'Hara
                                                 -----------------------------
                                             Name: Thomas J. O'Hara
                                             Title:   Senior Vice President



                                            BANK ONE, NATIONAL ASSOCIATION,
                                                   as Trustee



                                            By:    /s/ Keith Richardson
                                                 -----------------------------
                                                   Name: Keith Richardson
                                                   Title:   Vice President



<PAGE>


STATE OF Pennsylvania               )
                                            ) ss.:
COUNTY OF Montgomery                )

        On the 29th day of November,  2001 before me, a notary public in and for
said State,  personally  appeared Barry Bier, known to me to be a Vice President
of Residential  Asset Mortgage  Products,  Inc.,  one of the  corporations  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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



                                                   /s/ Donna M. Valerius
                                                   Notary Public

[Notarial Seal]



<PAGE>


STATE OF Pennsylvania               )
                                    ) ss.:
COUNTY OF Montgomery                )

        On the 29th day of November,  2001 before me, a notary public in and for
said State,  personally  appeared  Thomas J. O'Hara,  known to me to be a Senior
Vice  President  of GMAC  Mortgage  Corporation,  one of the  corporations  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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



                                                   /s/ Donna M. Valerius
                                                   Notary Public

[Notarial Seal]



<PAGE>


STATE OF Illinois                   )
                                    ) ss.:
COUNTY OF Cook                      )

        On the 29th day of November,  2001 before me, a notary public in and for
said State,  personally  appeared Keith Richardson,  known to me to be a[n] Vice
President of Bank One,  National  Association,  a national banking  association,
that executed the within  instrument,  and also known to me to be the person who
executed it on behalf of said banking  corporation,  and acknowledged to me that
such banking corporation executed the within instrument.

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



                                                   /s/ Caesar Frank Castro
                                                   Notary Public

[Notarial Seal]




<PAGE>


                                   EXHIBIT A-1


                           FORM OF CLASS A CERTIFICATE



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

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



Certificate No. 1                  [  ]% Pass-Through Rate][Based upon a
                                   Notional Principal Balance]
Class A-     Senior
                                   Aggregate Initial Certificate Principal
                                   Balance of the Class A-     Certificates:
                                                          ----
Date of Pooling and Servicing
Agreement :                        Initial Certificate Principal Balance of this
November 29, 2001                  Certificate: $____________________

Cut-off Date:                      [Percentage Interest:  [  ]%]
November 1, 2001
                                   CUSIP _________-
First Distribution Date:
December 26, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2031


                                       1
<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J7

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

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

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

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

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

                                       2
<PAGE>

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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


                                       4
<PAGE>


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

Dated:  November 29, 2001       BANK ONE, NATIONAL ASSOCIATION,
                                  Not in its individual capacity but solely as
                                    Trustee




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


                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  A-  Certificates  referred  to in the
within-mentioned Agreement.



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





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

                                       5
<PAGE>


                                   ASSIGNMENT

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

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


                                  ______________________________________
Dated:                            Signature by or on behalf of assignor




                                  ______________________________________
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

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

     Applicable        statements        should        be        mailed       to
_______________________________________.

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


                                       6
<PAGE>

                                   EXHIBIT A-2

                          FORM OF CLASS IO CERTIFICATE

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

Certificate No. 1                 Variable Pass-Through Rate based on a
                                  Notional Amount
Class IO Senior
                                  [Percentage Interest:       %]
                                                        ------
Date of Pooling and Servicing
Agreement :                       [________] Initial Pass-Through Rate based on
November 29, 2001                 a Notional Amount

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

First Distribution Date:
December 26, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2031


                                       1
<PAGE>

                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J7

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

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

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

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

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

                                       2
<PAGE>

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

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

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

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

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

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

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

                                       3
<PAGE>

               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.


                                       4
<PAGE>


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

Dated:  November 29, 2001      BANK ONE, NATIONAL ASSOCIATION,
                                 Not in its individual capacity but solely as
                                   Trustee




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


                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  IO  Certificates  referred  to in the
within-mentioned Agreement.



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





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


                                       5
<PAGE>


                                                               ASSIGNMENT

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

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


                                  ______________________________________
Dated:                            Signature by or on behalf of assignor




                                  ______________________________________
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

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

     Applicable        statements        should        be        mailed       to
_______________________________________.

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



                                       6
<PAGE>

                                 EXHIBIT A-3

                          FORM OF CLASS PO CERTIFICATE



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

Certificate No. 1                   0.00% Pass-Through Rate

Class PO Senior                     Aggregate Initial Certificate Principal
                                    Balance of the Class PO Certificates: $[  ]
Date of Pooling and Servicing
Agreement :                         Initial Certificate Principal
November 29, 2001                   Balance of this Certificate:
                                    $[                  ]
Cut-off Date:
November 1, 2001                    CUSIP ________-

First Distribution Date:
December 26, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2031



                                       1
<PAGE>


                     GMACM MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-J7

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

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

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

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

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

                                       2
<PAGE>

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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


                                       4
<PAGE>


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

Dated:  November 29, 2001    BANK ONE, NATIONAL ASSOCIATION,
                               Not in its individual capacity but solely as
                                 Trustee




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


                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  PO  Certificates  referred  to in the
within-mentioned Agreement.



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





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


                                       5
<PAGE>

                              ASSIGNMENT

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

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


                                  ______________________________________
Dated:                            Signature by or on behalf of assignor




                                  _____________________________________
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

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

     Applicable        statements        should        be        mailed       to
_______________________________________.

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


                                       6
<PAGE>

                                    EXHIBIT B

                           FORM OF CLASS M CERTIFICATE

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

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

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

Any Transferee of this  Certificate will be deemed to have represented by virtue
of its purchase or holding of this  Certificate (or interest herein) that EITHER
(a) such Transferee is not an investment manager, a named fiduciary or a trustee
of any Plan) acting,  directly or  indirectly,  on behalf of or  purchasing  any
Certificate  with  "plan  assets"  of any Plan (a "plan  investor"),  (B) it has
acquired and is holding such  Certificate in reliance on Prohibited  Transaction
Exemption  ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE
97-34, 62 Fed. Reg. 39021 (July 21, 1997),  and PTE 2000-58,  65 Fed. Reg. 67765
(November 13, 2000) (the "RFC  Exemption"),  and that it understands  that there
are certain  conditions to the availability of the RFC Exemption  including that
such Certificate  must be rated, at the time of purchase,  not lower than "BBB-"
(or its  equivalent)  by  Standard  & Poor's,  Fitch or  Moody's  or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
purchase the Certificate is an "insurance  company general  account" (within the
meaning of Department of Labor Prohibited  Transaction Class Exemption  ("PTCE")
95-60),  and (iii) the  CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60
HAVE BEEN  SATISFIED  (EACH ENTITY THAT  SATISFIES THIS CLAUSE (C), A "cOMPLYING
INSURANCE COMPANY).

                                       1
<PAGE>

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

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

Certificate No. 1                     6.50% Pass-Through Rate

Class M-    Subordinate               Aggregate Certificate
                                      Principal Balance
Date of Pooling and Servicing         of the Class M-[  ] Certificates:
Agreement :                           $[                              ]
                                        -------------------------------
November 29, 2001
                                      Initial Certificate Principal
Cut-off Date:                         Balance of this Certificate:
November 1, 2001                      $[                              ]
                                        -------------------------------

First Distribution Date:              CUSIP: ________-
December 26, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2031


                                       2
<PAGE>


                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J7

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

                                       4
<PAGE>

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

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

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

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

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

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

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


                                       5
<PAGE>


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

Dated:  November 29, 2001      BANK ONE, NATIONAL ASSOCIATION,
                                 Not in its individual capacity but solely as
                                   Trustee




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


                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  M-  Certificates  referred  to in the
within-mentioned Agreement.




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



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

                                       6
<PAGE>

                              ASSIGNMENT

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

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


                                  ______________________________________
Dated:                            Signature by or on behalf of assignor




                                  ______________________________________
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

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

     Applicable        statements        should        be        mailed       to
_______________________________________.

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


                                       7
<PAGE>

                                    EXHIBIT C


                           FORM OF CLASS B CERTIFICATE

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

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

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

Certificate No. 1                 6.50% Pass-Through Rate

Class B-     Subordinate          Aggregate Certificate Principal Balance of
        ----
                                  the Class B-     Certificates as of the
                                              -----
Date of Pooling and Servicing     Cut-off Date:
Agreement :                       $[                              ]
                                    -------------------------------
November 29, 2001
                                  Initial Certificate Principal
Cut-off Date:                     Balance of this Certificate:
November 1, 2001                  $[                              ]
                                    -------------------------------

First Distribution Date:
December 26, 2001

Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2031

                                       1
<PAGE>


                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J7

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

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

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

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

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

                                       2
<PAGE>

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

               No transfer of this Class B Certificate  will be made unless such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Trustee  or the  Company  may  require  an  opinion  of  counsel
acceptable  to and in form and  substance  satisfactory  to the  Trustee and the
Company that such transfer is exempt  (describing  the applicable  exemption and
the  basis  therefor)  from  or is  being  made  pursuant  to  the  registration
requirements  of the Securities  Act of 1933, as amended,  and of any applicable
statute of any state and (ii) the transferee shall execute an investment  letter
in the form  described by the  Agreement.  The Holder hereof  desiring to effect
such  transfer  shall,  and does hereby agree to,  indemnify  the  Trustee,  the
Company,  the Servicer  and the  Certificate  Registrar  acting on behalf of the
Trustee  against any liability  that may result if the transfer is not so exempt
or is not made in  accordance  with such Federal and state laws.  In  connection
with any such  transfer,  the Trustee will also require either (i) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee, the
Company and the Servicer  with respect to the  permissibility  of such  transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section  4975 of the Internal  Revenue Code (the "Code") and stating,  among
other things,  that the  transferee's  acquisition of a Class B Certificate will
not constitute or result in a non-exempt  prohibited  transaction  under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited  transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"),  or any other person (including
an  investment  manager,  a named  fiduciary  or a trustee of any Plan)  acting,
directly or indirectly,  on behalf of or purchasing any  Certificate  with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the  Certificate  is an  "insurance
company general  account"  (within the meaning of Department of Labor Prohibited
Transaction  Class  Exemption  ("PTCE")  95-60),  and  conditions  set  forth in
Sections I and III of PTCE 95-60 have been satisfied.

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

               The  obligations  created  by the  Agreement  in  respect  of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to  Certificateholders  of all  amounts  held by or on behalf of the Trustee and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure  of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining  Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby effecting early retirement of the Certificates.
The Agreement permits,  but does not require,  the Servicer to (i) purchase at a


                                       4
<PAGE>

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

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


                                       5
<PAGE>

<PAGE>


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

Dated:  November 29, 2001        BANK ONE, NATIONAL ASSOCIATION,
                                   Not in its individual capacity but solely as
                                     Trustee



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



                          CERTIFICATE OF AUTHENTICATION

               This  is one of the  Class  B-  Certificates  referred  to in the
within-mentioned Agreement.



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


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

                                       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




                                  ______________________________________


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

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

     Applicable        statements        should        be        mailed       to
_______________________________________.

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

                                       7
<PAGE>

                                    EXHIBIT D


                           FORM OF CLASS R CERTIFICATE

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

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

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

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


                                       1
<PAGE>

Certificate No. 1                 6.50% Pass-Through Rate

Class R-[  ] Senior               Aggregate Initial Certificate Principal
                                  Balance of the Class R-[  ] Certificates:
Date of Pooling and Servicing     $50.00
Agreement :
November 29, 2001                 Initial Certificate Principal
                                  Balance of this Certificate:
Cut-off Date:                     $[                              ]
                                    -------------------------------
November 1, 2001
                                  Percentage Interest:
First Distribution Date:                        %
                                  --------------
December 26, 2001
                                  CUSIP
Servicer:
GMAC Mortgage Corporation

Assumed Final Distribution Date:
December 25, 2031


                                       2
<PAGE>



                           GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-J7

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

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

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

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

               Each Holder of this  Certificate will be deemed to have agreed to
be bound by the  restrictions  set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted  Transferee,  (ii) the transfer of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a


                                       3
<PAGE>

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

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

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

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

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

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

                                       4
<PAGE>

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

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

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

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

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

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

               The  obligations  created  by the  Agreement  in  respect  of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to  Certificateholders  of all  amounts  held by or on behalf of the Trustee and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure  of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining  Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby effecting early retirement of the Certificates.


                                       5
<PAGE>

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

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


                                       6
<PAGE>


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

Dated:  November 29, 2001      BANK ONE, NATIONAL ASSOCIATION,
                                 Not in its individual capacity but solely as
                                   Trustee




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


                          CERTIFICATE OF AUTHENTICATION

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




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



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


                                       7
<PAGE>
                              ASSIGNMENT

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

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


                                  ______________________________________
Dated:                            Signature by or on behalf of assignor




                                  ______________________________________
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

               The  assignee  should  include  the  following  for  purposes  of
distribution:

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

     Applicable        statements        should        be        mailed       to
_______________________________________.

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


                                       8
<PAGE>

                                    EXHIBIT E


                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>

 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

<S>                            <C>                              <C>                                 <C>
 507587103                     Purchase                         79.9857                             11/01/2001
Primary Residence              7.5                              $453,500.00                         Condominiumlow-rise site

MI                             11/01/2001                       N                                   $3,170.94
483340000                      Select                                                               $453,163.44

 509345104                     Refinance                        57.9836                             12/01/2001
Primary Residence              7                                $353,700.00                         Single Family

TX                             11/01/2001                       N                                   $2,353.18
786240000                      Standard                                                             $353,700.00

 509833109                     Purchase                         78.8478                             10/01/2001
Primary Residence              7.25                             $352,000.00                         Single Family

CT                             12/01/2001                       N                                   $2,401.27
067980000                      Standard                                                             $351,248.53

 511758104                     Purchase                         79.9914                             11/01/2001
Primary Residence              7.25                             $312,400.00                         Single Familylow-rise
                                                                                                    standard
CA                             11/01/2001                       N                                   $2,131.12
928820000                      Standard                                                             $311,856.30

 512065707                     Purchase                         79.995                              11/01/2001
Primary Residence              7                                $313,200.00                         Single Familylow-rise
                                                                                                    standard
CA                             11/01/2001                       N                                   $2,083.73
928820000                      Standard                                                             $312,943.27

 512810201                     Refinance                        84.1862                             10/01/2001
Primary Residence              7.25                             $501,750.00                         Single Family

MI                             11/01/2001                       N                                   $3,422.82
483480000                      Select                                                               $500,964.81

 513687707                     Purchase                         67.3077                             10/01/2001
Primary Residence              7                                $350,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,328.56
076770000                      Standard                                                             $349,424.54

 514031301                     Refinance                        95                                  12/01/2001
Primary Residence              7.125                            $308,750.00                         PUD

TX                             11/01/2001                       N                                   $2,080.11
784180000                      Standard                                                             $308,750.00

 514908904                     Purchase                         79.9952                             10/01/2001
Primary Residence              7.375                            $385,000.00                         PUD

CA                             11/01/2001                       N                                   $2,659.10
926020000                      Standard                                                             $384,412.30

 514949700                     Refinance                        77.2973                             10/01/2001
Primary Residence              7.25                             $429,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,926.54
605260000                      Standard                                                             $428,328.65

 514961705                     Purchase                         79.9914                             11/01/2001
Primary Residence              6.875                            $388,600.00                         PUD

CA                             11/01/2001                       N                                   $2,552.83
926020000                      Standard                                                             $388,273.52

 514962604                     Purchase                         74.3142                             10/01/2001
Primary Residence              7.5                              $384,000.00                         PUD

CA                             12/01/2001                       N                                   $2,684.99
926020000                      Standard                                                             $383,428.24




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 515025807                     Purchase                         80                                  11/01/2001
Primary Residence              7.25                             $532,000.00                         Single Family

NJ                             11/01/2001                       N                                   $3,629.18
077160000                      Select                                                               $531,584.99

 515201705                     Purchase                         80                                  11/01/2001
Primary Residence              7.25                             $324,800.00                         PUD

CA                             11/01/2001                       N                                   $2,215.71
922530000                      Standard                                                             $324,546.62

 515708600                     Purchase                         79.9944                             11/01/2001
Primary Residence              6.5                              $287,900.00                         Single Family

MA                             11/01/2001                       N                                   $1,819.73
020380000                      Relocation                                                           $287,639.73

 516096401                     Purchase                         79.9995                             10/01/2001
Primary Residence              7.125                            $474,000.00                         Single Family

TX                             11/01/2001                       N                                   $3,193.43
760120000                      Select                                                               $473,239.64

 516213303                     Purchase                         79.9606                             10/01/2001
Primary Residence              7.75                             $507,750.00                         Single Family

NJ                             11/01/2001                       N                                   $3,637.59
085500000                      Standard                                                             $507,030.94

 516469905                     Purchase                         62.9364                             12/01/2001
Primary Residence              7.25                             $350,000.00                         Condominiumlow-rise site

MI                             11/01/2001                       N                                   $2,387.62
483480000                      Select                                                               $350,000.00

 516590908                     Refinance                        75.0476                             10/01/2001
Second Home                    7.375                            $394,000.00                         PUD

TX                             11/01/2001                       N                                   $2,721.27
784180000                      Standard                                                             $393,197.92

 516752300                     Purchase                         62.5104                             12/01/2001
Primary Residence              7.25                             $375,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,558.17
019450000                      Standard                                                             $375,000.00

 516847407                     Purchase                         84.913                              12/01/2001
Primary Residence              7                                $488,250.00                         Single Family

MA                             11/01/2001                       N                                   $3,248.34
019840000                      Standard                                                             $488,250.00

 516855608                     Refinance                        73.7217                             10/01/2001
Primary Residence              7.25                             $423,900.00                         Single Family

CA                             11/01/2001                       N                                   $2,891.75
945090000                      Standard                                                             $423,236.62

 516862406                     Purchase                         60.7735                             12/01/2001
Primary Residence              7                                $550,000.00                         Single Family

NJ                             11/01/2001                       N                                   $3,659.17
076750000                      Stated Income                                                        $550,000.00

 516869005                     Refinance Cashout                77.821                              11/01/2001
Primary Residence              7.375                            $400,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,762.71
105910000                      Standard                                                             $399,695.62




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 516888708                     Purchase                         90                                  10/01/2001
Primary Residence              7.25                             $334,800.00                         Single Family

MI                             11/01/2001                       N                                   $2,283.93
481870000                      Standard                                                             $334,276.06

 516892007                     Refinance                        80                                  10/01/2001
Primary Residence              7.75                             $316,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,263.87
483040000                      Standard                                                             $315,552.48

 516932704                     Purchase                         44.1696                             10/01/2001
Primary Residence              6.75                             $400,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,594.40
024590000                      Standard                                                             $398,964.86

 516939600                     Refinance Cashout                75                                  10/01/2001
Primary Residence              7.125                            $345,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,324.33
481160000                      Standard                                                             $344,446.58

 516965100                     Refinance                        70                                  11/01/2001
Primary Residence              7.875                            $490,000.00                         Single Family

NH                             11/01/2001                       N                                   $3,552.85
038010000                      Standard                                                             $489,662.78

 516967205                     Purchase                         64.511                              10/01/2001
Primary Residence              7.375                            $409,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,824.87
480250000                      Standard                                                             $408,375.64

 516974508                     Purchase                         79.9911                             11/01/2001
Primary Residence              6.75                             $429,600.00                         Single Family

MI                             11/01/2001                       N                                   $2,786.38
482260000                      Select                                                               $429,230.12

 517058905                     Refinance Cashout                65.8571                             11/01/2001
Second Home                    7                                $461,000.00                         PUD

AZ                             11/01/2001                       N                                   $3,067.05
852620000                      Standard                                                             $460,622.12

 517060208                     Purchase                         80                                  11/01/2001
Primary Residence              6.375                            $369,600.00                         Single Family

NJ                             11/01/2001                       Y                                   $2,305.83
074231667                      Relocation                                                           $369,257.67

 517062303                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $544,000.00                         Single Family

NJ                             11/01/2001                       N                                   $3,665.03
074700000                      Standard                                                             $543,127.36

 517073201                     Purchase                         79.992                              10/01/2001
Primary Residence              6.875                            $433,950.00                         PUD

CA                             11/01/2001                       N                                   $2,850.75
920080000                      Standard                                                             $433,218.75

 517106704                     Refinance Cashout                79.766                              10/01/2001
Primary Residence              7.125                            $374,900.00                         Single Family

CA                             11/01/2001                       N                                   $2,525.78
900561438                      Standard                                                             $374,298.60




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 517188207                     Refinance                        76.2941                             10/01/2001
Primary Residence              7.5                              $389,100.00                         Single Family

CA                             11/01/2001                       N                                   $2,720.65
926790000                      Streamline                                                           $388,520.65

 517195004                     Purchase                         61.5385                             10/01/2001
Primary Residence              7.125                            $400,000.00                         PUD

TX                             11/01/2001                       N                                   $2,694.88
770940000                      VIP Relocation                                                       $399,358.34

 517205506                     Purchase                         79.9317                             10/01/2001
Primary Residence              6.5                              $468,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,958.08
085100000                      Select                                                               $467,151.55

 517309100                     Purchase                         74.2857                             10/01/2001
Primary Residence              7                                $650,000.00                         PUD

CO                             11/01/2001                       N                                   $4,324.47
805240000                      Standard                                                             $648,931.29

 517322202                     Purchase                         56.4516                             12/01/2001
Primary Residence              7                                $350,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,328.56
117460000                      Standard                                                             $350,000.00

 517419503                     Refinance                        52.9412                             11/01/2001
Primary Residence              7.25                             $900,000.00                         2-4 Family

HI                             11/01/2001                       N                                   $6,139.59
968160000                      Select                                                               $899,297.91

 517430500                     Refinance Cashout                70                                  10/01/2001
Primary Residence              7.375                            $416,500.00                         Single Family

NJ                             11/01/2001                       N                                   $3,323.54
077220000                      Select                                                               $414,897.41

 517458006                     Refinance                        55.0165                             10/01/2001
Primary Residence              7.5                              $333,400.00                         Single Family

MA                             11/01/2001                       N                                   $2,331.19
017420000                      Standard                                                             $332,853.26

 517484002                     Purchase                         79.8745                             11/01/2001
Primary Residence              7                                $408,000.00                         PUD

CA                             11/01/2001                       N                                   $2,714.44
926490000                      Standard                                                             $407,665.56

 517506903                     Refinance                        55.265                              11/01/2001
Primary Residence              6.75                             $323,300.00                         Single Family

MA                             11/01/2001                       N                                   $2,096.92
021730000                      Standard                                                             $323,021.64

 517554903                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $336,000.00                         Single Family

FL                             11/01/2001                       N                                   $2,263.70
334860000                      Standard                                                             $335,731.30

 517587002                     Purchase                         68.9173                             10/01/2001
Primary Residence              7.125                            $515,000.00                         Single Family

MN                             11/01/2001                       N                                   $3,469.66
550380000                      Standard                                                             $514,173.86




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 517591400                     Refinance Cashout                70                                  10/01/2001
Primary Residence              7.25                             $605,500.00                         Single Family

MA                             11/01/2001                       N                                   $4,130.58
026300000                      Standard                                                             $604,552.45

 517603304                     Purchase                         89.9807                             09/01/2001
Second Home                    8                                $140,100.00                         2-4 Family

CO                             11/01/2001                       N                                   $1,028.01
815200000                      Standard                                                             $139,816.08

 517610804                     Purchase                         73.5201                             11/01/2001
Primary Residence              7.5                              $175,000.00                         Single Family

NJ                             11/01/2001                       N                                   $1,223.63
085220000                      Stated Income                                                        $174,870.12

 517622700                     Purchase                         68.2243                             11/01/2001
Primary Residence              6.75                             $365,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,367.39
088880000                      VIP Relocation                                                       $364,053.13

 517625703                     Purchase                         45.8333                             10/01/2001
Primary Residence              7.25                             $550,000.00                         Single Family

IL                             12/01/2001                       N                                   $3,751.97
605210000                      Standard                                                             $549,139.30

 517635504                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $436,000.00                         PUD

VA                             11/01/2001                       N                                   $2,974.29
201470000                      Super Select                                                         $435,304.50

 517688404                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $337,600.00                         Single Family

PA                             11/01/2001                       N                                   $2,274.48
190440000                      Select                                                               $337,058.44

 517698502                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $528,000.00                         Single Family

GA                             11/01/2001                       N                                   $3,512.80
303450000                      Standard                                                             $527,567.20

 517729802                     Purchase                         80                                  11/01/2001
Primary Residence              6.625                            $432,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,766.15
190100000                      Standard                                                             $431,618.85

 517751004                     Refinance                        80                                  10/01/2001
Primary Residence              7.25                             $316,000.00                         PUD

CO                             11/01/2001                       N                                   $2,155.68
801240000                      Standard                                                             $315,363.70

 517763504                     Purchase                         58.3333                             10/01/2001
Primary Residence              7.5                              $315,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,202.53
602020000                      Standard                                                             $314,530.98

 517768602                     Purchase                         80                                  11/01/2001
Primary Residence              7.375                            $308,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,127.28
064220000                      Standard                                                             $307,265.64




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 517774105                     Refinance                        77.5281                             10/01/2001
Primary Residence              7.375                            $345,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,382.83
600620000                      Standard                                                             $343,729.50

 517775706                     Purchase                         79.6907                             10/01/2001
Primary Residence              7.125                            $386,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,603.93
928860000                      Relocation                                                           $385,879.99

 517789905                     Purchase                         75.7473                             12/01/2001
Primary Residence              6.875                            $321,692.00                         PUD

CA                             12/01/2001                       N                                   $2,113.29
913810000                      Standard                                                             $321,692.00

 517791901                     Refinance Cashout                50                                  10/01/2001
Primary Residence              7.875                            $325,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,356.48
076520000                      Standard                                                             $324,551.19

 517818902                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $367,200.00                         Single Family

CA                             12/01/2001                       N                                   $2,473.90
928350000                      Standard                                                             $364,605.02

 517833109                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $304,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,048.11
191470000                      Standard                                                             $303,512.34

 517837407                     Purchase                         80                                  11/01/2001
Primary Residence              6.875                            $380,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,496.33
954090000                      Standard                                                             $379,677.08

 517851606                     Refinance Cashout                56.2609                             10/01/2001
Primary Residence              7.375                            $323,500.00                         Single Family

TX                             11/01/2001                       N                                   $2,234.34
787300000                      Standard                                                             $323,006.16

 517852000                     Purchase                         80                                  10/01/2001
Primary Residence              6.875                            $360,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,364.95
109620000                      Relocation                                                           $359,393.37

 517874004                     Purchase                         80                                  11/01/2001
Primary Residence              7.375                            $528,000.00                         Single Family

CT                             11/01/2001                       N                                   $3,646.77
064370000                      Select                                                               $527,598.23

 517874707                     Purchase                         80                                  10/01/2001
Primary Residence              7.5                              $413,600.00                         PUD

CA                             11/01/2001                       N                                   $2,891.96
920250000                      Standard                                                             $412,984.16

 517875100                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $476,000.00                         PUD

FL                             11/01/2001                       N                                   $3,206.91
333270000                      Standard                                                             $475,236.42




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 517884003                     Purchase                         75                                  09/01/2001
Primary Residence              7                                $341,250.00                         Single Family

CA                             11/01/2001                       N                                   $2,270.35
914230000                      Standard                                                             $339,373.45

 517888301                     Refinance Cashout                48.8127                             12/01/2001
Primary Residence              6.875                            $370,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,430.64
911070000                      Standard                                                             $370,000.00

 517893202                     Refinance Cashout                65.6204                             10/01/2001
Primary Residence              7.375                            $449,500.00                         Single Family

CA                             11/01/2001                       N                                   $3,104.59
954729416                      Standard                                                             $448,813.82

 517908307                     Refinance Cashout                78.04                               10/01/2001
Primary Residence              6.75                             $390,200.00                         Condominiumlow-rise site

MI                             11/01/2001                       N                                   $2,530.83
494230000                      Standard                                                             $389,526.21

 517914206                     Refinance                        76.4                                10/01/2001
Primary Residence              7.25                             $420,200.00                         PUD

CO                             11/01/2001                       N                                   $2,866.51
805255896                      Standard                                                             $418,984.92

 517923207                     Refinance Cashout                68.0412                             11/01/2001
Primary Residence              7.25                             $330,000.00                         Single Family

CO                             11/01/2001                       N                                   $2,251.19
802150000                      Standard                                                             $329,742.56

 517929600                     Refinance Cashout                73.4694                             10/01/2001
Primary Residence              7.375                            $360,000.00                         PUD

NJ                             11/01/2001                       N                                   $2,486.44
088440000                      Standard                                                             $359,450.44

 517934105                     Refinance                        54.6444                             11/01/2001
Primary Residence              7.125                            $491,800.00                         Single Family

MI                             11/01/2001                       N                                   $3,313.35
483810000                      Standard                                                             $491,406.71

 517946901                     Purchase                         80                                  11/01/2001
Primary Residence              7.375                            $294,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,030.59
109230000                      Standard                                                             $293,776.28

 517949608                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $376,000.00                         Single Family

NC                             12/01/2001                       N                                   $2,501.54
274100000                      Standard                                                             $375,381.79

 517957304                     Purchase                         75                                  10/01/2001
Primary Residence              7.125                            $360,750.00                         Single Family

NJ                             11/01/2001                       N                                   $2,430.44
070780000                      Standard                                                             $360,171.31

 517969507                     Purchase                         72.7052                             11/01/2001
Primary Residence              7.125                            $360,000.00                         PUD

MI                             11/01/2001                       N                                   $2,425.39
483740000                      Standard                                                             $359,712.11




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 517975207                     Refinance Cashout                67.3997                             10/01/2001
Primary Residence              7.125                            $471,798.00                         Single Family

CA                             11/01/2001                       N                                   $3,178.60
902781532                      Standard                                                             $471,041.16

 517988507                     Purchase                         79.9982                             11/01/2001
Primary Residence              6.75                             $387,350.00                         PUD

CA                             11/01/2001                       N                                   $2,512.35
926730000                      Standard                                                             $387,016.49

 517988705                     Refinance Cashout                57.377                              10/01/2001
Primary Residence              7.25                             $350,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,387.62
484550000                      Select                                                               $349,452.27

 517992400                     Purchase                         80                                  11/01/2001
Primary Residence              6.75                             $400,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,594.40
483070000                      Relocation                                                           $399,655.60

 517999801                     Refinance                        59.8667                             11/01/2001
Primary Residence              7.125                            $359,200.00                         Single Family

MI                             11/01/2001                       N                                   $2,420.00
481670000                      Select                                                               $358,912.75

 518006606                     Purchase                         75                                  11/01/2001
Primary Residence              7.375                            $558,750.00                         Single Family

NJ                             11/01/2001                       N                                   $3,859.15
074170000                      Standard                                                             $558,086.25

 518015706                     Refinance                        77.7271                             10/01/2001
Primary Residence              7.375                            $373,090.00                         Single Family

NH                             11/01/2001                       N                                   $2,576.84
038560000                      Standard                                                             $372,520.47

 518048608                     Purchase                         80                                  10/01/2001
Primary Residence              6.625                            $392,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,510.02
193179728                      Relocation                                                           $391,306.39

 518051305                     Purchase                         73.8271                             10/01/2001
Primary Residence              7.125                            $310,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,088.53
480960000                      Select                                                               $309,502.72

 518058300                     Purchase                         69.8947                             10/01/2001
Primary Residence              6.625                            $464,800.00                         Single Family

CA                             11/01/2001                       N                                   $2,976.17
913560000                      Standard                                                             $463,977.56

 518069802                     Purchase                         80                                  11/01/2001
Primary Residence              6.625                            $332,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,125.84
907204119                      Relocation                                                           $331,707.08

 518091608                     Refinance                        73.8462                             12/01/2001
Primary Residence              7                                $480,000.00                         Single Family

WY                             11/01/2001                       N                                   $3,193.46
826010000                      Select                                                               $480,000.00




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518111000                     Purchase                         75                                  10/01/2001
Primary Residence              6.625                            $637,500.00                         Single Family

NJ                             11/01/2001                       N                                   $4,081.99
080570000                      Standard                                                             $636,371.98

 518121504                     Purchase                         77.9221                             11/01/2001
Primary Residence              7.125                            $300,000.00                         Condominiumlow-rise
                                                                                                    standard
NJ                             11/01/2001                       N                                   $2,021.16
076764750                      Select                                                               $299,760.09

 518126909                     Purchase                         79.9935                             11/01/2001
Primary Residence              6.75                             $446,300.00                         PUD

NC                             11/01/2001                       N                                   $2,894.70
275600000                      VIP Relocation                                                       $445,915.74

 518143805                     Purchase                         80                                  12/01/2001
Primary Residence              7.125                            $311,600.00                         Single Family

CO                             11/01/2001                       N                                   $2,099.31
805030000                      Standard                                                             $311,600.00

 518154208                     Refinance                        71.3778                             10/01/2001
Primary Residence              7.125                            $321,200.00                         Single Family

CO                             11/01/2001                       N                                   $2,163.99
805010000                      Standard                                                             $320,684.75

 518159801                     Purchase                         75.8586                             11/01/2001
Primary Residence              7.5                              $375,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,625.56
945600000                      Standard                                                             $375,221.32

 518161104                     Refinance                        69.6038                             10/01/2001
Primary Residence              7.125                            $368,900.00                         Single Family

NY                             11/01/2001                       N                                   $2,485.35
105470000                      Standard                                                             $368,308.23

 518171301                     Refinance Cashout                44.765                              10/01/2001
Primary Residence              7.125                            $447,650.00                         Single Family

MI                             11/01/2001                       N                                   $3,015.91
483220000                      Standard                                                             $446,931.90

 518172606                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $322,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,196.61
913810000                      Select                                                               $321,496.10

 518177803                     Refinance                        73.8877                             11/01/2001
Primary Residence              7.5                              $342,100.00                         Single Family

AZ                             11/01/2001                       N                                   $2,392.02
852680000                      Standard                                                             $341,846.11

 518187000                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $328,000.00                         Single Family

CA                             12/01/2001                       N                                   $2,182.20
913640000                      Standard                                                             $327,352.22

 518197504                     Purchase                         80                                  10/01/2001
Primary Residence              6.625                            $356,000.00                         PUD

CA                             12/01/2001                       N                                   $2,279.51
913610000                      Select                                                               $354,727.33




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518209101                     Refinance                        79.8022                             10/01/2001
Primary Residence              7                                $363,100.00                         Single Family

NC                             11/01/2001                       N                                   $2,415.72
274100000                      Streamline                                                           $362,502.99

 518233903                     Purchase                         79.9944                             11/01/2001
Primary Residence              7.125                            $459,500.00                         Single Family

MI                             11/01/2001                       N                                   $3,095.74
481700000                      Standard                                                             $459,132.54

 518240601                     Refinance                        76.5877                             11/01/2001
Primary Residence              7.125                            $484,800.00                         Single Family

CA                             11/01/2001                       N                                   $3,266.19
921070000                      Select                                                               $484,412.31

 518242805                     Refinance Cashout                39.6992                             10/01/2001
Primary Residence              7.25                             $211,200.00                         Single Family

CA                             11/01/2001                       N                                   $1,440.76
900450000                      Stated Income                                                        $210,869.48

 518244702                     Refinance                        72.9927                             10/01/2001
Primary Residence              7.5                              $400,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,796.86
085020000                      Standard                                                             $399,404.42

 518245204                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.5                              $345,600.00                         Single Family

CO                             11/01/2001                       N                                   $2,416.49
804870000                      Standard                                                             $345,343.51

 518255807                     Purchase                         70.5507                             10/01/2001
Primary Residence              7.375                            $500,000.00                         Single Family

MI                             11/01/2001                       N                                   $3,453.38
481700000                      Standard                                                             $499,236.74

 518269907                     Purchase                         79.8295                             11/01/2001
Primary Residence              6.875                            $458,800.00                         PUD

TX                             12/01/2001                       N                                   $3,013.99
750190000                      Standard                                                             $458,414.55

 518271101                     Purchase                         64.8649                             11/01/2001
Primary Residence              7                                $600,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,991.82
018900000                      Standard                                                             $599,508.18

 518272505                     Refinance Cashout                59.6377                             10/01/2001
Primary Residence              7.5                              $329,200.00                         Single Family

MA                             11/01/2001                       N                                   $2,301.82
024720000                      Standard                                                             $328,709.83

 518278809                     Purchase                         70.4225                             11/01/2001
Primary Residence              7.125                            $500,000.00                         Single Family

NJ                             11/01/2001                       N                                   $3,368.60
084030000                      Standard                                                             $499,600.15

 518280102                     Purchase                         80                                  10/01/2001
Primary Residence              6.875                            $486,400.00                         Single Family

CA                             11/01/2001                       N                                   $3,195.31
956300000                      Standard                                                             $485,580.38




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518287107                     Purchase                         80                                  12/01/2001
Second Home                    7                                $479,200.00                         CondominiumLow-Rise
                                                                                                    Standard
NJ                             11/01/2001                       N                                   $3,188.13
082430000                      Standard                                                             $479,200.00

 518303003                     Refinance                        74.083                              10/01/2001
Primary Residence              6.875                            $425,977.00                         Single Family

TN                             11/01/2001                       N                                   $2,798.37
374050000                      Standard                                                             $425,259.19

 518303904                     Refinance                        79.2208                             11/01/2001
Primary Residence              7.125                            $610,000.00                         Single Family

MI                             11/01/2001                       N                                   $4,109.69
481670000                      Standard                                                             $609,512.19

 518310909                     Purchase                         80                                  10/01/2001
Primary Residence              6.5                              $352,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,224.88
085400000                      VIP Relocation                                                       $351,228.25

 518312509                     Purchase                         79.6835                             10/01/2001
Primary Residence              6.875                            $496,000.00                         PUD

GA                             11/01/2001                       N                                   $3,258.37
300640000                      Select                                                               $495,164.21

 518314208                     Purchase                         89.9868                             10/01/2001
Primary Residence              6.875                            $341,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,243.42
912060000                      Standard                                                             $340,924.54

 518323100                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $468,000.00                         Single Family

MI                             11/01/2001                       N                                   $3,153.01
480090000                      Select                                                               $467,625.74

 518326608                     Purchase                         80                                  11/01/2001
Primary Residence              6.75                             $440,000.00                         PUD

GA                             11/01/2001                       N                                   $2,853.84
300220000                      VIP Relocation                                                       $439,621.16

 518338009                     Purchase                         64.4515                             12/01/2001
Primary Residence              7                                $305,500.00                         PUD

VA                             11/01/2001                       N                                   $2,032.50
229470000                      Stated Income                                                        $305,500.00

 518349501                     Refinance                        67.4493                             11/01/2001
Primary Residence              7.25                             $465,400.00                         Single Family

CT                             11/01/2001                       N                                   $3,174.85
065250000                      Standard                                                             $464,982.77

 518357108                     Purchase                         79.9917                             11/01/2001
Primary Residence              7.125                            $404,350.00                         PUD

FL                             11/01/2001                       N                                   $2,724.19
330670000                      Standard                                                             $404,026.64

 518360904                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.5                              $800,000.00                         PUD

TX                             12/01/2001                       N                                   $5,593.72
773750000                      Standard                                                             $799,406.28




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518366000                     Refinance Cashout                70                                  11/01/2001
Primary Residence              7.25                             $402,500.00                         Single Family

MI                             11/01/2001                       N                                   $2,745.76
483012837                      Standard                                                             $402,186.01

 518369509                     Refinance                        45                                  11/01/2001
Primary Residence              7.25                             $450,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,069.80
954480000                      Stated Income                                                        $449,439.61

 518382502                     Refinance                        71.7877                             10/01/2001
Primary Residence              7.5                              $385,500.00                         PUD

GA                             11/01/2001                       N                                   $2,695.48
300220000                      Select                                                               $384,365.36

 518387808                     Refinance Cashout                70                                  10/01/2001
Primary Residence              7.25                             $539,000.00                         Single Family

CO                             11/01/2001                       N                                   $3,676.94
804010000                      Standard                                                             $538,156.50

 518388103                     Refinance Cashout                68.9802                             11/01/2001
Primary Residence              7.375                            $487,000.00                         Single Family

MI                             11/01/2001                       N                                   $3,363.59
481760000                      Standard                                                             $486,629.43

 518395603                     Refinance                        80                                  11/01/2001
Primary Residence              7.125                            $352,000.00                         Single Family

CO                             11/01/2001                       N                                   $2,755.53
809183068                      Standard                                                             $351,334.47

 518396502                     Purchase                         94.9985                             11/01/2001
Primary Residence              7.125                            $322,900.00                         Single Family

MA                             11/01/2001                       N                                   $2,175.44
027770000                      Standard                                                             $322,641.78

 518410501                     Purchase                         80                                  11/01/2001
Primary Residence              7.5                              $342,400.00                         Single Family

NH                             11/01/2001                       N                                   $2,394.12
030360000                      Standard                                                             $341,890.17

 518425400                     Refinance                        75.0696                             10/01/2001
Primary Residence              7.125                            $539,000.00                         PUD

MI                             11/01/2001                       N                                   $3,631.35
483060000                      Standard                                                             $538,135.36

 518427208                     Refinance Cashout                70                                  11/01/2001
Primary Residence              7.125                            $581,000.00                         PUD

CO                             11/01/2001                       N                                   $3,914.31
800300000                      Standard                                                             $580,535.38

 518441407                     Refinance Cashout                52.1379                             10/01/2001
Primary Residence              7.125                            $378,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,546.66
074520000                      Select                                                               $377,393.64

 518445507                     Refinance                        66.619                              12/01/2001
Primary Residence              7.25                             $419,700.00                         Single Family

MI                             11/01/2001                       N                                   $2,863.10
483070000                      Select                                                               $419,700.00




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518473400                     Purchase                         90                                  11/01/2001
Primary Residence              6.625                            $367,200.00                         Single Family

CA                             11/01/2001                       N                                   $2,351.23
906304448                      Relocation                                                           $364,376.02

 518477203                     Purchase                         80                                  12/01/2001
Primary Residence              6.75                             $482,000.00                         PUD

AZ                             11/01/2001                       N                                   $3,126.25
852680000                      Standard                                                             $482,000.00

 518478102                     Refinance                        73.8095                             11/01/2001
Primary Residence              7                                $775,000.00                         Single Family

MI                             11/01/2001                       N                                   $5,156.10
483060000                      Super Select                                                         $774,364.73

 518494703                     Purchase                         90                                  11/01/2001
Primary Residence              7.25                             $344,250.00                         Single Family

NJ                             11/01/2001                       N                                   $2,348.40
070050000                      Standard                                                             $343,881.44

 518500509                     Refinance                        66.5217                             10/01/2001
Primary Residence              6.875                            $306,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,010.21
917750000                      Standard                                                             $305,484.35

 518505201                     Purchase                         95                                  11/01/2001
Primary Residence              7.625                            $294,500.00                         Single Family

MA                             11/01/2001                       N                                   $2,084.46
019490000                      Standard                                                             $294,286.84

 518507405                     Purchase                         80                                  11/01/2001
Primary Residence              7.625                            $351,200.00                         Single Family

NJ                             11/01/2001                       N                                   $2,485.78
076260000                      Standard                                                             $350,945.80

 518513502                     Refinance Cashout                78.28                               11/01/2001
Primary Residence              7.25                             $293,550.00                         Single Family

CO                             11/01/2001                       N                                   $2,002.53
809080000                      Standard                                                             $293,321.00

 518514807                     Purchase                         67.3611                             11/01/2001
Primary Residence              6.5                              $485,000.00                         Single Family

MI                             11/01/2001                       N                                   $3,065.53
481673045                      Select                                                               $484,561.55

 518517503                     Refinance Cashout                69                                  11/01/2001
Primary Residence              7                                $379,500.00                         Single Family

MI                             11/01/2001                       N                                   $2,942.26
483810000                      Standard                                                             $378,771.49

 518534904                     Refinance Cashout                79.8529                             11/01/2001
Primary Residence              6.625                            $407,250.00                         PUD

OR                             11/01/2001                       N                                   $2,607.67
970680000                      Standard                                                             $406,890.69

 518537105                     Refinance Cashout                48.5965                             11/01/2001
Primary Residence              7.125                            $277,000.00                         Single Family

MA                             11/01/2001                       N                                   $1,866.21
017720000                      Standard                                                             $276,722.49




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518537402                     Purchase                         63.5838                             12/01/2001
Primary Residence              6.625                            $330,000.00                         PUD

CA                             11/01/2001                       N                                   $2,113.03
913206557                      Relocation                                                           $330,000.00

 518564000                     Refinance                        70.4257                             11/01/2001
Primary Residence              7.125                            $355,650.00                         Single Family

TX                             11/01/2001                       N                                   $2,396.08
780060000                      Standard                                                             $355,365.59

 518571609                     Refinance                        32                                  12/01/2001
Primary Residence              7.125                            $400,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,694.88
019850000                      Streamline                                                           $400,000.00

 518586201                     Refinance                        79.9887                             10/01/2001
Primary Residence              7.125                            $424,700.00                         Single Family

CA                             11/01/2001                       N                                   $2,861.29
945790000                      Streamline                                                           $423,740.48

 518596309                     Refinance                        80                                  11/01/2001
Primary Residence              7.25                             $288,800.00                         Single Family

MA                             11/01/2001                       N                                   $1,970.13
017520000                      Standard                                                             $288,574.70

 518613203                     Refinance                        75                                  10/01/2001
Primary Residence              7.125                            $310,500.00                         Single Family

FL                             11/01/2001                       N                                   $2,430.66
334830000                      Streamline                                                           $309,322.38

 518619606                     Purchase                         80                                  12/01/2001
Primary Residence              6.875                            $340,000.00                         Single Family

RI                             11/01/2001                       N                                   $2,233.56
028400000                      Standard                                                             $340,000.00

 518623400                     Purchase                         73.2529                             10/01/2001
Primary Residence              6.5                              $290,000.00                         PUD

TX                             11/01/2001                       N                                   $1,833.00
750340000                      VIP Relocation                                                       $289,474.24

 518625603                     Refinance                        33.1489                             11/01/2001
Primary Residence              7.25                             $389,500.00                         Single Family

NJ                             11/01/2001                       N                                   $2,657.08
076200000                      Standard                                                             $389,196.15

 518637400                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $328,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,209.80
088760000                      Standard                                                             $327,737.70

 518642608                     Refinance                        49.0141                             11/01/2001
Primary Residence              7                                $348,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,315.26
902740000                      Standard                                                             $347,714.74

 518660600                     Refinance                        80                                  11/01/2001
Primary Residence              8                                $360,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,641.56
483600000                      Standard                                                             $359,758.44




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518666300                     Purchase                         75.9036                             11/01/2001
Primary Residence              7.125                            $315,000.00                         Single Family

NH                             11/01/2001                       N                                   $2,122.22
038420000                      Standard                                                             $314,748.09

 518667407                     Refinance Cashout                69.6203                             10/01/2001
Primary Residence              7.375                            $550,000.00                         Single Family

NY                             11/01/2001                       N                                   $3,798.72
115980000                      Standard                                                             $549,160.41

 518672209                     Purchase                         52.6316                             11/01/2001
Second Home                    7.125                            $350,000.00                         CondominiumLow-Rise
                                                                                                    Standard
CO                             11/01/2001                       N                                   $2,358.02
804350000                      Standard                                                             $349,720.11

 518675608                     Refinance                        93.4194                             10/01/2001
Primary Residence              7                                $289,600.00                         PUD

CO                             11/01/2001                       N                                   $1,926.72
801260000                      Standard                                                             $289,123.84

 518680400                     Purchase                         85                                  10/01/2001
Primary Residence              7                                $459,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,053.74
940700000                      Standard                                                             $458,245.33

 518700406                     Purchase                         79.996                              11/01/2001
Primary Residence              7                                $396,700.00                         Single Family

AZ                             11/01/2001                       N                                   $2,639.26
850180000                      Select                                                               $396,374.82

 518707302                     Refinance                        44.1111                             12/01/2001
Primary Residence              7.375                            $397,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,741.99
483060000                      Select                                                               $397,000.00

 518716907                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.125                            $300,000.00                         Single Family

CA                             12/01/2001                       N                                   $2,021.16
925634043                      Standard                                                             $299,760.09

 518725601                     Refinance                        79.4235                             11/01/2001
Primary Residence              7                                $378,850.00                         Single Family

NJ                             11/01/2001                       N                                   $2,520.50
088120000                      Standard                                                             $378,339.46

 518735709                     Refinance Cashout                78.7179                             11/01/2001
Primary Residence              7                                $307,000.00                         PUD

CA                             11/01/2001                       N                                   $2,042.48
957580000                      Standard                                                             $306,748.35

 518736004                     Refinance                        65.3846                             11/01/2001
Primary Residence              7                                $425,000.00                         Single Family

TX                             11/01/2001                       N                                   $2,827.54
787300000                      Standard                                                             $424,651.63

 518738307                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.125                            $306,400.00                         Single Family

TX                             11/01/2001                       N                                   $2,064.28
787030000                      Standard                                                             $306,154.97




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518746409                     Purchase                         80                                  11/01/2001
Primary Residence              6.5                              $456,000.00                         PUD

CA                             11/01/2001                       N                                   $2,882.24
945830000                      VIP Relocation                                                       $455,587.76

 518751102                     Refinance                        72.0233                             11/01/2001
Primary Residence              7.375                            $309,700.00                         Single Family

MI                             11/01/2001                       N                                   $2,139.03
483064821                      Standard                                                             $309,463.36

 518760806                     Purchase                         79.9955                             12/01/2001
Second Home                    7                                $351,900.00                         CondominiumLow-Rise
                                                                                                    Standard
CO                             11/01/2001                       N                                   $2,728.28
804350000                      Standard                                                             $351,900.00

 518761200                     Refinance Cashout                70                                  11/01/2001
Primary Residence              7.125                            $378,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,546.66
954050000                      Standard                                                             $377,697.72

 518780101                     Purchase                         80                                  11/01/2001
Second Home                    7.125                            $492,000.00                         CondominiumLow-Rise
                                                                                                    Standard
NJ                             11/01/2001                       N                                   $3,314.70
082430000                      Standard                                                             $491,606.55

 518785704                     Refinance                        79.8851                             11/01/2001
Primary Residence              7.25                             $347,500.00                         Single Family

PA                             11/01/2001                       N                                   $2,419.15
191030000                      Streamline                                                           $347,180.33

 518788401                     Refinance                        79.6341                             11/01/2001
Primary Residence              7.125                            $326,500.00                         Single Family

WA                             11/01/2001                       N                                   $2,199.70
980569135                      Select                                                               $326,238.59

 518788708                     Refinance                        65.3824                             11/01/2001
Primary Residence              7.125                            $444,600.00                         PUD

CA                             11/01/2001                       N                                   $2,995.36
921280000                      Standard                                                             $444,244.45

 518792809                     Refinance                        76.4706                             10/01/2001
Primary Residence              7.25                             $325,000.00                         Single Family

NJ                             10/01/2001                       N                                   $2,217.08
084020000                      Standard                                                             $324,491.39

 518795307                     Refinance Cashout                75                                  11/01/2001
Primary Residence              7.125                            $558,750.00                         PUD

FL                             11/01/2001                       N                                   $3,764.41
333240000                      Standard                                                             $558,303.17

 518803309                     Refinance                        56.0839                             11/01/2001
Second Home                    7.125                            $401,000.00                         PUD

FL                             11/01/2001                       N                                   $2,701.62
339570000                      Standard                                                             $400,679.32

 518810403                     Refinance                        79.2844                             10/01/2001
Primary Residence              7.375                            $421,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,907.75
600100000                      Streamline                                                           $420,219.30




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518815204                     Refinance                        66.8605                             10/01/2001
Primary Residence              7.25                             $402,500.00                         Single Family

IL                             11/01/2001                       N                                   $2,802.04
600680000                      Streamline                                                           $401,757.22

 518826805                     Purchase                         94.9934                             11/01/2001
Primary Residence              7.375                            $358,600.00                         PUD

GA                             11/01/2001                       N                                   $2,476.77
301520000                      Standard                                                             $358,277.13

 518827704                     Purchase                         89.9947                             11/01/2001
Primary Residence              7                                $328,250.00                         Single Family

NJ                             11/01/2001                       N                                   $2,183.86
078520000                      Standard                                                             $327,980.93

 518830807                     Refinance                        48.48                               11/01/2001
Primary Residence              6.75                             $303,000.00                         Single Family

CT                             12/01/2001                       N                                   $1,965.26
063710000                      Standard                                                             $302,739.12

 518836903                     Purchase                         80                                  12/01/2001
Primary Residence              7                                $303,200.00                         Single Family

CA                             11/01/2001                       N                                   $2,017.20
908150000                      Standard                                                             $303,200.00

 518840301                     Refinance                        63.808                              11/01/2001
Primary Residence              6.875                            $398,800.00                         Single Family

RI                             11/01/2001                       N                                   $2,619.84
028180000                      Standard                                                             $398,464.95

 518844204                     Purchase                         75.3769                             11/01/2001
Primary Residence              7.125                            $300,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,021.16
064700000                      Standard                                                             $299,760.09

 518845409                     Purchase                         68.5393                             11/01/2001
Primary Residence              6.5                              $305,000.00                         Single Family

GA                             11/01/2001                       N                                   $1,927.81
303270000                      Standard                                                             $304,724.27

 518848809                     Purchase                         89.9974                             12/01/2001
Primary Residence              7.25                             $346,400.00                         Single Family

MA                             11/01/2001                       N                                   $2,363.06
023460000                      Standard                                                             $346,400.00

 518852306                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $390,400.00                         Single Family

CA                             12/01/2001                       N                                   $2,630.20
912060000                      Standard                                                             $390,087.80

 518867601                     Purchase                         76.9231                             11/01/2001
Primary Residence              6.625                            $400,000.00                         PUD

GA                             11/01/2001                       N                                   $2,561.25
300670000                      Select                                                               $399,647.08

 518870902                     Refinance Cashout                50                                  11/01/2001
Primary Residence              7.25                             $650,000.00                         Single Family

PA                             11/01/2001                       N                                   $4,434.15
190870000                      Select                                                               $649,492.93




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518876404                     Refinance                        80                                  10/01/2001
Primary Residence              7                                $396,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,634.60
913260000                      Select                                                               $395,348.91

 518879804                     Refinance                        85                                  11/01/2001
Primary Residence              7.375                            $318,750.00                         Single Family

NJ                             11/01/2001                       N                                   $2,201.53
087340000                      Standard                                                             $318,507.45

 518881602                     Refinance                        80                                  11/01/2001
Primary Residence              6.875                            $360,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,364.95
914010000                      Streamline                                                           $359,697.55

 518893904                     Refinance Cashout                42.4286                             11/01/2001
Primary Residence              7.125                            $297,000.00                         Single Family

TX                             11/01/2001                       N                                   $2,000.95
789325145                      Standard                                                             $296,762.49

 518896709                     Refinance Cashout                76.7045                             12/01/2001
Primary Residence              7.375                            $337,500.00                         Single Family

FL                             12/01/2001                       N                                   $2,331.03
331330000                      Standard                                                             $337,400.61

 518898705                     Purchase                         72.2222                             11/01/2001
Primary Residence              7.25                             $650,000.00                         Single Family

IL                             11/01/2001                       N                                   $4,434.15
602010000                      Standard                                                             $649,492.93

 518906102                     Refinance                        70.2428                             11/01/2001
Primary Residence              7.125                            $607,600.00                         Single Family

HI                             11/01/2001                       N                                   $4,342.97
968210000                      Streamline                                                           $606,864.66

 518914601                     Refinance Cashout                78.9833                             11/01/2001
Primary Residence              7.25                             $473,900.00                         PUD

CA                             11/01/2001                       N                                   $3,232.84
934550000                      Standard                                                             $473,530.31

 518935903                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $372,000.00                         Single Family

GA                             11/01/2001                       N                                   $2,474.93
303270000                      Standard                                                             $371,495.07

 518941505                     Refinance Cashout                75.4279                             11/01/2001
Primary Residence              7.25                             $308,500.00                         PUD

IN                             11/01/2001                       N                                   $2,104.52
461430000                      Standard                                                             $308,259.33

 518954607                     Refinance                        60                                  12/01/2001
Second Home                    7.25                             $840,000.00                         Single Family

MI                             11/01/2001                       N                                   $5,730.29
497700000                      Standard                                                             $840,000.00

 518954706                     Refinance                        77.4545                             11/01/2001
Primary Residence              7                                $426,000.00                         Single Family

CO                             11/01/2001                       N                                   $2,834.19
805030000                      Streamline                                                           $425,650.81




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 518960703                     Refinance                        95                                  11/01/2001
Primary Residence              6.875                            $304,000.00                         PUD

SC                             11/01/2001                       N                                   $1,997.07
296810000                      Standard                                                             $303,744.60

 518964507                     Refinance Cashout                77.6256                             11/01/2001
Primary Residence              6.99                             $340,000.00                         Single Family

TN                             11/01/2001                       N                                   $2,259.75
379220000                      Standard                                                             $339,720.75

 518965504                     Purchase                         60                                  11/01/2001
Primary Residence              6.625                            $300,000.00                         Single Family

GA                             11/01/2001                       N                                   $1,920.94
303280000                      Standard                                                             $299,735.31

 518976303                     Purchase                         69.9192                             11/01/2001
Primary Residence              6.875                            $350,000.00                         PUD

CO                             11/01/2001                       N                                   $2,299.26
805380000                      Standard                                                             $349,705.95

 518982608                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $472,000.00                         Single Family

WA                             11/01/2001                       N                                   $3,179.96
981090000                      Standard                                                             $471,622.54

 518997200                     Purchase                         77.1739                             11/01/2001
Primary Residence              7.25                             $355,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,421.73
109560000                      Standard                                                             $354,723.06

 519001804                     Refinance Cashout                76.1905                             11/01/2001
Primary Residence              7.625                            $400,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,831.18
483150000                      Standard                                                             $399,541.67

 519010102                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $460,000.00                         Single Family

MI                             11/01/2001                       N                                   $3,060.40
480840000                      Standard                                                             $459,622.93

 519028005                     Purchase                         65                                  12/01/2001
Primary Residence              7.75                             $598,000.00                         Single Family

NJ                             11/01/2001                       N                                   $4,284.15
076260000                      Stated Income                                                        $598,000.00

 519035109                     Purchase                         94.9929                             11/01/2001
Primary Residence              7.5                              $334,850.00                         Single Family

TX                             11/01/2001                       N                                   $2,341.32
752340000                      Standard                                                             $334,601.49

 519044309                     Refinance                        42.15                               11/01/2001
Primary Residence              7                                $505,800.00                         PUD

TX                             11/01/2001                       N                                   $3,365.11
752300000                      Standard                                                             $505,385.39

 519061501                     Purchase                         54.4218                             11/01/2001
Primary Residence              6.875                            $400,000.00                         Single Family

FL                             11/01/2001                       N                                   $2,627.72
331560000                      Standard                                                             $399,663.95




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 519061808                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $360,000.00                         Single Family

TN                             11/01/2001                       N                                   $2,395.09
370660000                      Standard                                                             $359,704.91

 519063309                     Refinance                        88.7792                             11/01/2001
Primary Residence              7                                $341,800.00                         Single Family

CO                             11/01/2001                       N                                   $2,274.01
805500000                      Standard                                                             $341,519.82

 519068001                     Refinance                        89.808                              11/01/2001
Primary Residence              7.25                             $304,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,073.82
600100000                      Streamline                                                           $303,762.85

 519092407                     Refinance                        59.3448                             11/01/2001
Primary Residence              6.875                            $344,200.00                         Single Family

CA                             11/01/2001                       N                                   $2,261.15
900450000                      Standard                                                             $343,910.83

 519097109                     Refinance                        66.5106                             12/01/2001
Primary Residence              7.75                             $312,600.00                         Single Family

CT                             11/01/2001                       N                                   $2,361.16
064090000                      Streamline                                                           $312,600.00

 519099105                     Purchase                         74.2124                             11/01/2001
Primary Residence              6.375                            $350,000.00                         Single Family

CA                             12/01/2001                       N                                   $2,183.55
913200000                      Select                                                               $349,675.83

 519101208                     Purchase                         79.3388                             12/01/2001
Primary Residence              6.75                             $288,000.00                         Single Family

SC                             12/01/2001                       N                                   $1,867.97
296815185                      VIP Relocation                                                       $288,000.00

 519108807                     Refinance                        54.1353                             11/01/2001
Primary Residence              7.625                            $360,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,548.06
068300000                      Streamline                                                           $359,739.44

 519111207                     Refinance                        77.2471                             11/01/2001
Primary Residence              7.25                             $328,300.00                         Single Family

IL                             11/01/2001                       N                                   $2,239.59
601030000                      Streamline                                                           $328,043.89

 519113500                     Refinance                        59.536                              11/01/2001
Primary Residence              6.875                            $372,100.00                         Single Family

CO                             11/01/2001                       N                                   $2,444.44
805400000                      Streamline                                                           $371,787.38

 519117402                     Purchase                         79.9959                             11/01/2001
Primary Residence              6.875                            $391,900.00                         PUD

CO                             11/01/2001                       N                                   $2,574.51
801270000                      Standard                                                             $391,570.75

 519119804                     Purchase                         80                                  12/01/2001
Primary Residence              7.125                            $312,000.00                         Condominiummid-rise

PA                             11/01/2001                       N                                   $2,102.01
191030000                      Standard                                                             $312,000.00




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 519120307                     Refinance Cashout                70                                  11/01/2001
Primary Residence              7.125                            $441,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,971.10
483060000                      Standard                                                             $440,647.34

 519121404                     Refinance Cashout                50.5618                             12/01/2001
Primary Residence              7.25                             $450,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,069.80
018900000                      Standard                                                             $450,000.00

 519132005                     Refinance Cashout                76.1364                             11/01/2001
Primary Residence              7                                $335,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,228.77
940140000                      Standard                                                             $334,725.40

 519134902                     Refinance                        42.8696                             11/01/2001
Primary Residence              6.875                            $394,400.00                         PUD

TN                             11/01/2001                       N                                   $2,590.93
372150000                      Select                                                               $394,068.65

 519156707                     Refinance Cashout                37.013                              12/01/2001
Primary Residence              6.75                             $285,000.00                         Single Family

CA                             11/01/2001                       N                                   $1,848.51
921070000                      Standard                                                             $285,000.00

 519166508                     Refinance                        49.5714                             11/01/2001
Primary Residence              7.125                            $347,000.00                         Single Family

MI                             12/01/2001                       N                                   $2,337.81
483740000                      Select                                                               $346,722.50

 519173900                     Refinance Cashout                42.7568                             12/01/2001
Primary Residence              7.375                            $395,500.00                         Single Family

IL                             11/01/2001                       N                                   $2,731.63
606475502                      Standard                                                             $395,500.00

 519189203                     Refinance                        80                                  12/01/2001
Primary Residence              6.875                            $580,000.00                         Single Family

TX                             11/01/2001                       N                                   $3,810.19
770070000                      Standard                                                             $580,000.00

 519207104                     Purchase                         80                                  12/01/2001
Primary Residence              6.625                            $492,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,150.33
024780000                      Standard                                                             $492,000.00

 519208102                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $336,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,235.42
951360000                      Standard                                                             $335,724.58

 519221501                     Refinance                        72.786                              11/01/2001
Primary Residence              7.125                            $394,500.00                         Single Family

MO                             11/01/2001                       N                                   $2,657.82
630050000                      Select                                                               $393,839.52

 519225502                     Refinance                        79.3658                             11/01/2001
Primary Residence              6.875                            $431,750.00                         Single Family

IN                             11/01/2001                       N                                   $2,836.30
468150000                      Standard                                                             $431,387.27




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 519226609                     Refinance                        78.5841                             11/01/2001
Primary Residence              7                                $444,000.00                         Single Family

IN                             11/01/2001                       N                                   $2,953.95
467830000                      Standard                                                             $443,595.92

 519257802                     Purchase                         95                                  11/01/2001
Primary Residence              6.5                              $361,950.00                         Single Family

CA                             12/01/2001                       N                                   $2,287.78
926750000                      Relocation                                                           $361,622.78

 519264006                     Purchase                         95                                  11/01/2001
Primary Residence              7                                $284,050.00                         Single Family

CA                             11/01/2001                       N                                   $1,889.80
954010000                      Standard                                                             $283,817.16

 519278709                     Purchase                         79.9974                             12/01/2001
Second Home                    7                                $615,900.00                         CondominiumLow-Rise
                                                                                                    Standard
CO                             11/01/2001                       N                                   $4,097.60
804350000                      Standard                                                             $615,900.00

 519283709                     Purchase                         80                                  11/01/2001
Primary Residence              6.875                            $362,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,378.09
912080000                      Standard                                                             $361,695.87

 519294508                     Refinance                        75.6188                             11/01/2001
Primary Residence              7.375                            $305,500.00                         Single Family

NJ                             11/01/2001                       N                                   $2,110.02
085340000                      Standard                                                             $305,267.53

 519303606                     Purchase                         80                                  11/01/2001
Primary Residence              6.375                            $632,000.00                         PUD

NC                             11/01/2001                       N                                   $3,942.86
276140000                      Relocation                                                           $631,256.93

 519304505                     Refinance Cashout                74.3434                             12/01/2001
Primary Residence              7.375                            $368,000.00                         Single Family

ME                             11/01/2001                       N                                   $2,541.69
039100000                      Standard                                                             $368,000.00

 519309306                     Refinance                        72.92                               11/01/2001
Primary Residence              7                                $474,000.00                         Single Family

CO                             11/01/2001                       N                                   $3,153.54
805360000                      Standard                                                             $473,611.46

 519311906                     Refinance                        77.7273                             11/01/2001
Primary Residence              7                                $342,000.00                         PUD

CA                             11/01/2001                       N                                   $2,275.34
928870000                      Streamline                                                           $341,719.66

 519316301                     Refinance                        79.2453                             11/01/2001
Primary Residence              7.375                            $420,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,900.84
600701076                      Streamline                                                           $419,680.41

 519325104                     Purchase                         80                                  11/01/2001
Primary Residence              6.625                            $286,000.00                         Single Family

NY                             11/01/2001                       N                                   $1,831.29
145340000                      Select                                                               $285,747.67




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 519342703                     Purchase                         95                                  11/01/2001
Primary Residence              7.375                            $308,750.00                         PUD

CA                             11/01/2001                       N                                   $2,132.46
945870000                      Standard                                                             $308,515.07

 519349906                     Refinance                        58.8855                             12/01/2001
Primary Residence              7                                $385,700.00                         CondominiumMid-Rise Site

WA                             12/01/2001                       N                                   $2,566.08
981210000                      Select                                                               $385,700.00

 519369607                     Refinance                        79.8084                             12/01/2001
Primary Residence              7.25                             $341,500.00                         Single Family

MI                             11/01/2001                       N                                   $2,329.64
481702824                      Streamline                                                           $341,500.00

 519390900                     Purchase                         68.0388                             12/01/2001
Second Home                    7                                $350,400.00                         Single Family

VA                             11/01/2001                       N                                   $2,331.22
201350000                      Standard                                                             $350,400.00

 519405708                     Refinance                        78.925                              11/01/2001
Primary Residence              7.25                             $315,700.00                         Single Family

IL                             11/01/2001                       N                                   $2,153.64
600300000                      Streamline                                                           $315,453.71

 519423800                     Refinance                        60.1101                             11/01/2001
Primary Residence              7.125                            $327,600.00                         Single Family

NE                             11/01/2001                       N                                   $2,207.11
681180000                      Standard                                                             $327,338.02

 519428809                     Purchase                         80                                  12/01/2001
Primary Residence              7                                $404,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,687.83
074500000                      Standard                                                             $404,000.00

 519448005                     Refinance                        89.5238                             12/01/2001
Primary Residence              7                                $282,000.00                         Single Family

CA                             11/01/2001                       N                                   $1,876.16
917890000                      Standard                                                             $282,000.00

 519450001                     Purchase                         79.9977                             12/01/2001
Primary Residence              6.375                            $354,350.00                         Condominiumlow-rise
                                                                                                    standard
CA                             11/01/2001                       N                                   $2,210.69
945680000                      Relocation                                                           $354,350.00

 519488209                     Purchase                         80                                  11/01/2001
Primary Residence              6.75                             $380,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,464.68
921290000                      Standard                                                             $379,672.82

 519492805                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $446,400.00                         PUD

NV                             11/01/2001                       N                                   $2,969.92
891170000                      Standard                                                             $446,034.08

 519494801                     Refinance                        79.6399                             12/01/2001
Primary Residence              7                                $380,000.00                         Single Family

MI                             12/01/2001                       N                                   $2,528.15
488370000                      Select                                                               $380,000.00




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 519522403                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $332,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,208.81
190380000                      Standard                                                             $331,727.86

 519523500                     Refinance                        74.4096                             11/01/2001
Primary Residence              7.5                              $308,800.00                         Single Family

CO                             11/01/2001                       N                                   $2,159.18
805160000                      Standard                                                             $308,570.82

 519539605                     Purchase                         79.8954                             11/01/2001
Primary Residence              6.5                              $305,600.00                         Single Family

TN                             11/01/2001                       N                                   $1,931.60
370640000                      Select                                                               $305,323.73

 519544704                     Purchase                         52.7183                             12/01/2001
Primary Residence              7                                $320,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,128.97
017760000                      Standard                                                             $320,000.00

 519546204                     Purchase                         80                                  11/01/2001
Primary Residence              6.375                            $779,200.00                         Single Family

TN                             11/01/2001                       N                                   $4,861.20
370690000                      VIP Relocation                                                       $778,478.30

 519574107                     Purchase                         76.1064                             11/01/2001
Primary Residence              7                                $319,000.00                         Single Family

WA                             11/01/2001                       N                                   $2,122.32
990370000                      Standard                                                             $318,738.51

 519590608                     Refinance                        63.6667                             11/01/2001
Primary Residence              7.875                            $382,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,769.77
064430000                      Streamline                                                           $381,737.11

 519597306                     Refinance                        62.1514                             12/01/2001
Primary Residence              7                                $312,000.00                         PUD

FL                             11/01/2001                       N                                   $2,075.75
334280000                      Standard                                                             $312,000.00

 519626006                     Purchase                         80                                  12/01/2001
Second Home                    7.125                            $427,200.00                         Single Family

CA                             11/01/2001                       N                                   $2,878.13
961500000                      Standard                                                             $427,200.00

 519634802                     Purchase                         73.3333                             11/01/2001
Primary Residence              6.875                            $550,000.00                         Single Family

CO                             11/01/2001                       N                                   $3,613.11
801100000                      Standard                                                             $549,463.21

 519659908                     Purchase                         79.9958                             11/01/2001
Primary Residence              7                                $609,400.00                         Single Family

MI                             11/01/2001                       N                                   $4,054.36
481780000                      Standard                                                             $608,900.47

 519662209                     Purchase                         69.3069                             11/01/2001
Primary Residence              6.625                            $350,000.00                         PUD

OR                             11/01/2001                       N                                   $2,241.09
972290000                      Select                                                               $349,682.29




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 519671507                     Refinance                        79.7843                             12/01/2001
Primary Residence              7                                $406,900.00                         Single Family

MI                             11/01/2001                       N                                   $2,707.12
483770000                      Select                                                               $406,900.00

 519678403                     Purchase                         80                                  12/01/2001
Primary Residence              6.875                            $504,000.00                         Single Family

FL                             11/01/2001                       N                                   $3,310.93
335110000                      Standard                                                             $504,000.00

 519716807                     Refinance                        64.5455                             12/01/2001
Primary Residence              7.25                             $461,500.00                         Single Family

MI                             11/01/2001                       N                                   $3,148.25
481700000                      Select                                                               $461,500.00

 519770507                     Refinance                        50.1429                             12/01/2001
Second Home                    7                                $351,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,335.22
497700000                      Select                                                               $351,000.00

 519789606                     Purchase                         72.9167                             12/01/2001
Second Home                    6.875                            $350,000.00                         CondominiumHigh-Rise Site

FL                             11/01/2001                       N                                   $2,299.26
333080000                      Standard                                                             $350,000.00

 519799605                     Refinance                        76.3387                             12/01/2001
Primary Residence              6.875                            $306,500.00                         Single Family

PA                             11/01/2001                       N                                   $2,013.49
194031871                      Select                                                               $306,500.00

 519803803                     Refinance Cashout                78.6667                             12/01/2001
Primary Residence              6.875                            $413,000.00                         Single Family

WA                             11/01/2001                       N                                   $2,713.12
986420000                      Standard                                                             $413,000.00

 519812804                     Refinance                        60.1341                             12/01/2001
Primary Residence              7                                $538,200.00                         Single Family

MA                             11/01/2001                       N                                   $3,580.66
018100000                      Standard                                                             $538,200.00

 519845903                     Purchase                         68.5039                             12/01/2001
Primary Residence              6.75                             $435,000.00                         PUD

TX                             11/01/2001                       N                                   $2,821.41
752520000                      Standard                                                             $435,000.00

 519850903                     Refinance Cashout                36.1111                             12/01/2001
Primary Residence              7                                $325,000.00                         Single Family

MD                             11/01/2001                       N                                   $2,162.24
208150000                      Standard                                                             $325,000.00

 519867006                     Refinance                        72.9167                             12/01/2001
Primary Residence              7.25                             $350,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,387.62
601263551                      Standard                                                             $350,000.00

 519888804                     Purchase                         80                                  11/01/2001
Primary Residence              6.375                            $351,200.00                         Condominiumlow-rise site

MI                             11/01/2001                       N                                   $2,191.04
484300000                      Select                                                               $350,874.71




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 519897508                     Refinance                        71.3482                             12/01/2001
Primary Residence              7                                $399,550.00                         Single Family

PA                             11/01/2001                       N                                   $2,658.22
184430000                      Standard                                                             $399,550.00

 519903900                     Refinance                        64.9691                             12/01/2001
Primary Residence              7.125                            $315,100.00                         Single Family

NH                             11/01/2001                       N                                   $2,122.89
038010000                      Standard                                                             $315,100.00

 519906101                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $320,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,128.97
913900000                      Standard                                                             $319,737.70

 519919708                     Purchase                         80                                  12/01/2001
Primary Residence              7                                $400,000.00                         Single Family

MA                             12/01/2001                       N                                   $2,661.21
024720000                      Standard                                                             $400,000.00

 520019704                     Refinance                        79.7546                             11/01/2001
Primary Residence              7.25                             $520,000.00                         Single Family

IL                             11/01/2001                       N                                   $3,547.32
600670000                      Streamline                                                           $519,594.35

 520036708                     Purchase                         75                                  12/01/2001
Primary Residence              7.375                            $213,750.00                         Condominiumlow-rise
                                                                                                    standard
PA                             11/01/2001                       N                                   $1,476.32
189770000                      Stated Income                                                        $213,750.00

 520081209                     Refinance                        69.434                              12/01/2001
Second Home                    7.125                            $368,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,479.29
119370000                      Standard                                                             $368,000.00

 520102203                     Refinance Cashout                66.8908                             12/01/2001
Primary Residence              7                                $398,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,647.91
194250000                      Standard                                                             $398,000.00

 520141300                     Purchase                         80                                  12/01/2001
Primary Residence              7                                $500,000.00                         Single Family

NJ                             11/01/2001                       N                                   $3,326.52
074210000                      Standard                                                             $500,000.00

 520175209                     Refinance Cashout                72.4706                             12/01/2001
Primary Residence              7.125                            $308,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,075.06
080540000                      Standard                                                             $308,000.00

 520225707                     Refinance Cashout                68.8889                             12/01/2001
Primary Residence              7                                $310,000.00                         PUD

TX                             11/01/2001                       N                                   $2,062.44
761120000                      Standard                                                             $310,000.00

 520232703                     Purchase                         80                                  12/01/2001
Primary Residence              6.75                             $285,600.00                         PUD

NV                             11/01/2001                       N                                   $1,852.40
891230000                      Standard                                                             $285,600.00




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 520328105                     Refinance                        67.6637                             12/01/2001
Primary Residence              6.75                             $382,300.00                         Single Family

CA                             11/01/2001                       N                                   $2,479.60
902740000                      Select                                                               $382,300.00

 520346107                     Refinance                        73.75                               12/01/2001
Primary Residence              7                                $295,000.00                         PUD

NJ                             11/01/2001                       N                                   $1,962.65
088160000                      Streamline                                                           $295,000.00

 520395807                     Purchase                         80                                  12/01/2001
Primary Residence              7                                $436,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,900.72
951293315                      Standard                                                             $436,000.00

 520429101                     Refinance                        69.75                               12/01/2001
Primary Residence              7.375                            $837,000.00                         Single Family

PA                             11/01/2001                       N                                   $5,780.96
190020000                      Streamline                                                           $837,000.00

 520920406                     Refinance                        78.4181                             12/01/2001
Primary Residence              7.125                            $347,000.00                         Single Family

LA                             11/01/2001                       N                                   $2,337.81
711150000                      Streamline                                                           $347,000.00

 520935503                     Refinance                        74.0741                             12/01/2001
Primary Residence              7                                $500,000.00                         Single Family

IN                             11/01/2001                       N                                   $3,326.52
479050000                      Select                                                               $500,000.00

 521227900                     Purchase                         73.9996                             12/01/2001
Primary Residence              6.875                            $370,000.00                         PUD

NC                             11/01/2001                       N                                   $2,430.64
288030000                      Standard                                                             $370,000.00

 600047376                     Purchase                         80                                  02/01/2001
Primary Residence              8                                $319,600.00                         Single Family

NH                             11/01/2001                       N                                   $2,345.11
031100000                      Standard                                                             $317,390.08

 600058109                     Purchase                         80                                  12/01/2001
Primary Residence              6.625                            $350,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,241.09
070430000                      Standard                                                             $350,000.00

 600072774                     Refinance                        51.4                                09/01/2001
Primary Residence              7.5                              $514,000.00                         PUD

MD                             11/01/2001                       N                                   $3,593.97
214030000                      Standard                                                             $512,848.43

 600095662                     Purchase                         59.2308                             07/01/2001
Primary Residence              6.625                            $385,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,465.20
074500000                      Standard                                                             $383,282.79

 600097811                     Purchase                         79.6728                             10/01/2001
Primary Residence              6.75                             $450,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,918.69
194600000                      Standard                                                             $449,222.94




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600108696                     Refinance Cashout                40                                  10/01/2001
Primary Residence              7.125                            $400,000.00                         PUD

NC                             11/01/2001                       N                                   $2,694.87
275020000                      Standard                                                             $399,257.77

 600122281                     Refinance Cashout                70.5882                             08/01/2001
Primary Residence              7.25                             $300,000.00                         Single Family

SC                             11/01/2001                       N                                   $2,046.53
297320000                      Standard                                                             $299,055.36

 600125980                     Refinance                        72.2222                             07/01/2001
Primary Residence              7.5                              $650,000.00                         Single Family

NJ                             10/01/2001                       N                                   $4,544.90
078710000                      Standard                                                             $647,557.70

 600129940                     Refinance Cashout                78.2816                             07/01/2001
Primary Residence              7                                $328,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,182.19
015230000                      Standard                                                             $326,639.93

 600129999                     Refinance                        72.7273                             07/01/2001
Primary Residence              7.75                             $400,000.00                         Single Family

VA                             11/01/2001                       N                                   $2,865.64
230930000                      Standard                                                             $398,570.11

 600131123                     Purchase                         67.0103                             07/01/2001
Second Home                    7.5                              $650,000.00                         Single Family

SC                             11/01/2001                       N                                   $4,544.90
295820000                      Standard                                                             $647,557.71

 600131447                     Refinance                        31.9565                             09/01/2001
Primary Residence              7.375                            $735,000.00                         PUD

CO                             11/01/2001                       N                                   $5,076.46
816320000                      Standard                                                             $733,311.85

 600131920                     Refinance                        80                                  10/01/2001
Primary Residence              7.125                            $308,000.00                         Single Family

SC                             11/01/2001                       N                                   $2,075.05
297320000                      Standard                                                             $307,505.94

 600132751                     Purchase                         68.9586                             08/01/2001
Primary Residence              7.25                             $999,900.00                         PUD

CO                             11/01/2001                       N                                   $6,821.08
800200000                      Standard                                                             $996,751.54

 600134185                     Purchase                         80                                  07/01/2001
Primary Residence              7.125                            $520,000.00                         PUD

VA                             11/01/2001                       N                                   $3,503.34
221820000                      Standard                                                             $517,895.97

 600138708                     Refinance Cashout                78.9474                             07/01/2001
Primary Residence              7.875                            $300,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,175.21
018670000                      Standard                                                             $298,954.07

 600139415                     Refinance Cashout                78.125                              07/01/2001
Primary Residence              6.75                             $375,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,432.24
015050000                      Standard                                                             $373,367.42




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600144943                     Refinance                        63.2911                             09/01/2001
Primary Residence              7.125                            $350,000.00                         PUD

MD                             11/01/2001                       N                                   $2,358.02
214050000                      Standard                                                             $349,155.32

 600146438                     Refinance                        76.5661                             09/01/2001
Primary Residence              7.625                            $330,000.00                         Single Family

IN                             11/01/2001                       N                                   $2,335.72
461220000                      Standard                                                             $329,278.91

 600147490                     Refinance Cashout                70                                  10/01/2001
Primary Residence              7.25                             $477,400.00                         Single Family

MA                             11/01/2001                       N                                   $3,256.71
020520000                      Standard                                                             $476,652.91

 600147680                     Refinance Cashout                77.561                              10/01/2001
Primary Residence              7.625                            $318,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,250.78
108630000                      Standard                                                             $317,538.23

 600148022                     Purchase                         80                                  08/01/2001
Primary Residence              7.5                              $315,200.00                         Single Family

PA                             11/01/2001                       N                                   $2,203.92
190350000                      Standard                                                             $314,255.51

 600149062                     Refinance Cashout                65.9091                             09/01/2001
Investment Property            7.75                             $290,000.00                         2-4 Family

NJ                             11/01/2001                       N                                   $2,077.60
073020000                      Standard                                                             $289,381.97

 600151157                     Purchase                         80                                  08/01/2001
Primary Residence              7.5                              $337,580.00                         PUD

MD                             11/01/2001                       N                                   $2,360.41
210290000                      Standard                                                             $336,568.43

 600151497                     Refinance Cashout                80                                  08/01/2001
Primary Residence              7.75                             $332,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,378.49
926480000                      Standard                                                             $330,175.76

 600153650                     Refinance Cashout                79.4118                             07/01/2001
Primary Residence              7.375                            $405,000.00                         Single Family

CO                             11/01/2001                       N                                   $2,797.23
808310000                      Standard                                                             $403,440.11

 600153752                     Refinance                        90                                  10/01/2001
Primary Residence              7.5                              $319,500.00                         Single Family

SC                             11/01/2001                       N                                   $2,234.00
296900000                      Standard                                                             $319,024.27

 600153925                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $364,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,452.34
191280000                      Standard                                                             $363,416.09

 600154398                     Refinance                        54.5455                             09/01/2001
Primary Residence              7.25                             $600,000.00                         Single Family

CT                             11/01/2001                       N                                   $4,093.06
066120000                      Standard                                                             $598,587.32




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600154831                     Refinance                        55.3846                             09/01/2001
Primary Residence              6.875                            $360,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,364.95
195220000                      Standard                                                             $359,087.44

 600155443                     Refinance Cashout                68.75                               11/01/2001
Primary Residence              7.25                             $275,000.00                         Single Family

FL                             11/01/2001                       N                                   $1,875.98
337070000                      Stated Income                                                        $274,785.48

 600155734                     Refinance Cashout                65                                  10/01/2001
Primary Residence              7.5                              $282,750.00                         Single Family

NH                             11/01/2001                       N                                   $1,977.03
032340000                      Stated Income                                                        $282,329.01

 600155924                     Purchase                         80                                  09/01/2001
Primary Residence              7.25                             $418,400.00                         Single Family

SC                             11/01/2001                       N                                   $2,854.23
299020000                      Standard                                                             $417,414.88

 600156761                     Purchase                         64.7149                             09/01/2001
Primary Residence              7.25                             $420,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,865.14
080030000                      Standard                                                             $419,011.13

 600156789                     Refinance                        91.89                               09/01/2001
Primary Residence              7.25                             $301,399.20                         Single Family

SC                             12/01/2001                       N                                   $2,056.08
297320000                      Standard                                                             $300,689.54

 600157373                     Refinance Cashout                66.2461                             08/01/2001
Primary Residence              6.875                            $420,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,224.82
024900000                      Standard                                                             $416,697.47

 600157542                     Refinance                        72.3684                             10/01/2001
Primary Residence              8.875                            $550,000.00                         Single Family

IL                             11/01/2001                       N                                   $4,376.05
600150000                      Standard                                                             $549,381.04

 600157993                     Refinance Cashout                64                                  10/01/2001
Primary Residence              6.875                            $480,000.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
NJ                             11/01/2001                       N                                   $3,153.26
085400000                      Standard                                                             $479,191.17

 600158097                     Refinance                        59.823                              10/01/2001
Primary Residence              7.625                            $338,000.00                         Single Family

MA                             12/01/2001                       N                                   $2,392.34
024600000                      Standard                                                             $337,043.55

 600159278                     Purchase                         74.6516                             08/01/2001
Primary Residence              7.25                             $416,000.00                         PUD

NC                             11/01/2001                       N                                   $2,837.85
275600000                      Standard                                                             $414,690.12

 600159992                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $476,000.00                         Single Family

MD                             11/01/2001                       N                                   $3,166.84
208540000                      Standard                                                             $475,014.13




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600160923                     Refinance Cashout                73.6842                             10/01/2001
Primary Residence              7.875                            $350,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,537.74
021690000                      Standard                                                             $348,589.14

 600161194                     Refinance Cashout                76.087                              07/01/2001
Primary Residence              7.375                            $350,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,417.36
951210000                      Standard                                                             $348,651.93

 600161195                     Refinance Cashout                77.1084                             07/01/2001
Primary Residence              7.5                              $320,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,237.49
951110000                      Standard                                                             $318,797.62

 600161196                     Refinance Cashout                73.0769                             07/01/2001
Primary Residence              7                                $380,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,528.15
945500000                      Standard                                                             $378,424.30

 600161855                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $560,000.00                         Single Family

VA                             11/01/2001                       N                                   $3,725.69
231030000                      Standard                                                             $559,079.28

 600161959                     Refinance Cashout                80                                  09/01/2001
Primary Residence              7.875                            $380,000.00                         Single Family

VA                             11/01/2001                       N                                   $2,755.26
221820000                      Standard                                                             $379,210.31

 600162535                     Purchase                         85                                  10/01/2001
Primary Residence              7.5                              $492,575.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
MA                             11/01/2001                       N                                   $3,444.16
024460000                      Standard                                                             $491,841.58

 600162702                     Refinance                        57.5916                             09/01/2001
Primary Residence              7.5                              $550,000.00                         Single Family

IN                             11/01/2001                       N                                   $3,845.68
461510000                      Standard                                                             $548,767.79

 600162815                     Purchase                         63.1014                             09/01/2001
Primary Residence              7.25                             $400,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,728.71
085500000                      Standard                                                             $399,058.20

 600162894                     Refinance                        72.7488                             10/01/2001
Primary Residence              7.375                            $307,000.00                         PUD

MD                             11/01/2001                       N                                   $2,120.37
214010000                      Standard                                                             $306,531.36

 600163222                     Purchase                         80                                  09/01/2001
Primary Residence              7.375                            $360,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,486.43
900390000                      Standard                                                             $359,173.15

 600163368                     Purchase                         79.2                                10/01/2001
Primary Residence              7.625                            $344,520.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
IL                             11/01/2001                       N                                   $2,438.50
606220000                      Standard                                                             $344,019.69




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600163579                     Purchase                         69.5652                             09/01/2001
Primary Residence              7.25                             $320,000.00                         PUD

NC                             11/01/2001                       N                                   $2,182.96
282770000                      Standard                                                             $319,246.59

 600163623                     Refinance                        58.2061                             11/01/2001
Second Home                    7.375                            $152,500.00                         Single Family

FL                             11/01/2001                       N                                   $1,053.28
330200000                      Stated Income                                                        $152,383.96

 600164220                     Refinance Cashout                74.9669                             10/01/2001
Primary Residence              7.75                             $566,000.00                         Single Family

VA                             11/01/2001                       N                                   $4,054.89
232290000                      Standard                                                             $565,198.48

 600164423                     Purchase                         72.8261                             10/01/2001
Primary Residence              7.5                              $335,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,342.37
600910000                      Standard                                                             $334,501.21

 600164659                     Purchase                         80                                  10/01/2001
Primary Residence              7.5                              $368,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,573.11
190870000                      Standard                                                             $367,452.07

 600164916                     Purchase                         46.1184                             09/01/2001
Primary Residence              7                                $300,000.00                         Single Family

NJ                             11/01/2001                       N                                   $1,995.91
070420000                      Standard                                                             $299,257.96

 600164952                     Purchase                         68.4385                             10/01/2001
Primary Residence              6.75                             $412,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,672.23
087360000                      Standard                                                             $410,285.73

 600165006                     Refinance Cashout                75                                  10/01/2001
Primary Residence              6.875                            $457,500.00                         Single Family

PA                             11/01/2001                       N                                   $3,005.45
189380000                      Standard                                                             $456,729.08

 600165538                     Refinance                        72.9032                             10/01/2001
Primary Residence              7.375                            $452,000.00                         Single Family

IL                             11/01/2001                       N                                   $3,121.86
600910000                      Standard                                                             $451,153.91

 600165841                     Refinance                        74                                  10/01/2001
Primary Residence              7.25                             $370,000.00                         Single Family

CO                             11/01/2001                       N                                   $2,524.05
801380000                      Standard                                                             $369,420.99

 600166255                     Refinance                        59.8182                             09/01/2001
Primary Residence              7.25                             $493,500.00                         Single Family

IN                             11/01/2001                       N                                   $3,366.54
461060000                      Standard                                                             $492,338.08

 600166476                     Refinance Cashout                66.6667                             09/01/2001
Primary Residence              7.875                            $500,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,625.35
946110000                      Standard                                                             $498,960.91




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600166509                     Refinance Cashout                79.0514                             07/01/2001
Primary Residence              7.65                             $400,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,838.06
953770000                      Standard                                                             $398,541.22

 600166560                     Purchase                         90                                  10/01/2001
Primary Residence              7.375                            $398,700.00                         Single Family

NJ                             11/01/2001                       N                                   $2,753.73
077010000                      Standard                                                             $397,482.81

 600166582                     Purchase                         53.8462                             10/01/2001
Primary Residence              7.25                             $700,000.00                         Single Family

MA                             11/01/2001                       N                                   $4,775.23
019210000                      Standard                                                             $698,904.58

 600166739                     Refinance Cashout                80                                  09/01/2001
Primary Residence              7.75                             $292,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,091.93
018030000                      Standard                                                             $291,377.32

 600166761                     Refinance Cashout                64.5161                             09/01/2001
Primary Residence              8.75                             $600,000.00                         Single Family

CA                             12/01/2001                       N                                   $4,720.20
945230000                      Standard                                                             $598,956.83

 600166773                     Refinance Cashout                71.4286                             09/01/2001
Primary Residence              8                                $650,000.00                         Single Family

CA                             11/01/2001                       N                                   $4,769.47
945870000                      Standard                                                             $648,149.92

 600166850                     Refinance                        58.6777                             09/01/2001
Primary Residence              7.375                            $355,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,451.90
088070000                      Standard                                                             $354,184.62

 600166884                     Refinance                        80                                  10/01/2001
Primary Residence              7.25                             $308,000.00                         Single Family

MD                             11/01/2001                       N                                   $2,101.10
210500000                      Standard                                                             $307,016.50

 600166885                     Refinance Cashout                80                                  09/01/2001
Primary Residence              7.625                            $321,600.00                         Single Family

CA                             11/01/2001                       N                                   $2,276.26
945380000                      Standard                                                             $320,897.27

 600166892                     Purchase                         85                                  10/01/2001
Primary Residence              8.5                              $410,550.00                         Single Family

CA                             11/01/2001                       N                                   $3,156.77
926460000                      Standard                                                             $410,050.82

 600166896                     Refinance                        53.1915                             10/01/2001
Primary Residence              7.5                              $75,000.00                          Single Family

WI                             11/01/2001                       N                                   $524.41
532260000                      Standard                                                             $74,888.33

 600167232                     Refinance Cashout                71.4286                             09/01/2001
Primary Residence              7.75                             $300,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,149.24
945210000                      Standard                                                             $299,360.67




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600167285                     Refinance                        79.625                              10/01/2001
Primary Residence              7.375                            $477,750.00                         Single Family

MI                             11/01/2001                       N                                   $3,299.71
481670000                      Standard                                                             $477,020.69

 600167299                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.25                             $376,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,564.98
928210000                      Standard                                                             $375,327.19

 600167309                     Refinance Cashout                76.6667                             10/01/2001
Primary Residence              7.5                              $345,000.00                         Single Family

VA                             11/01/2001                       N                                   $2,412.30
201800000                      Standard                                                             $344,486.30

 600167413                     Refinance                        68.3919                             10/01/2001
Primary Residence              7.5                              $370,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,587.09
600930000                      Standard                                                             $369,449.09

 600167690                     Purchase                         80                                  11/01/2001
Primary Residence              7.375                            $300,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,072.03
105430000                      STANDARD                                                             $299,771.72

 600167783                     Purchase                         44.4444                             09/01/2001
Primary Residence              7.125                            $400,000.00                         PUD

CA                             10/01/2001                       N                                   $2,694.87
928070000                      Stated Income                                                        $397,991.52

 600167800                     Refinance Cashout                76.2353                             09/01/2001
Primary Residence              6.625                            $324,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,439.56
921220000                      Standard                                                             $321,738.04

 600167848                     Refinance                        80                                  09/01/2001
Primary Residence              7.625                            $416,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,944.42
070900000                      Standard                                                             $415,090.98

 600168036                     Refinance Cashout                51.1628                             10/01/2001
Primary Residence              7                                $550,000.00                         Single Family

MI                             11/01/2001                       N                                   $3,659.17
482360000                      Standard                                                             $548,754.86

 600168107                     Purchase                         79.9564                             09/01/2001
Primary Residence              7.25                             $597,000.00                         Single Family

NJ                             11/01/2001                       N                                   $4,072.60
085580000                      Standard                                                             $595,594.39

 600168383                     Refinance                        72.7538                             10/01/2001
Primary Residence              7                                $472,900.00                         Single Family

NC                             11/01/2001                       N                                   $3,146.22
282260000                      Standard                                                             $471,730.00

 600168385                     Purchase                         79.9957                             09/01/2001
Primary Residence              7.625                            $367,900.00                         Single Family

PA                             11/01/2001                       N                                   $2,603.97
189660000                      Standard                                                             $367,096.10




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600168389                     Refinance                        64.7246                             10/01/2001
Primary Residence              7.125                            $446,600.00                         PUD

AZ                             11/01/2001                       N                                   $3,008.83
852530000                      Standard                                                             $445,742.18

 600168660                     Refinance Cashout                59.6923                             10/01/2001
Primary Residence              7                                $388,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,581.37
945390000                      Standard                                                             $387,362.07

 600168672                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $340,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,319.40
020810000                      Standard                                                             $339,467.93

 600168677                     Refinance                        78.209                              10/01/2001
Primary Residence              7.375                            $524,000.00                         Single Family

GA                             11/01/2001                       N                                   $3,619.14
307010000                      Standard                                                             $523,200.11

 600168697                     Purchase                         78.4946                             10/01/2001
Primary Residence              7.25                             $365,000.00                         Single Family

SC                             11/01/2001                       N                                   $2,489.95
294640000                      Standard                                                             $364,428.80

 600168778                     Purchase                         79.988                              10/01/2001
Primary Residence              7.125                            $373,500.00                         PUD

MD                             11/01/2001                       N                                   $2,516.34
209040000                      Standard                                                             $372,900.86

 600169242                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $352,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,341.86
017200000                      Standard                                                             $351,421.26

 600169481                     Refinance                        67                                  10/01/2001
Primary Residence              7.5                              $469,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,279.32
014510000                      Standard                                                             $468,301.68

 600169486                     Purchase                         63.964                              10/01/2001
Primary Residence              7.125                            $355,000.00                         Single Family

NC                             11/01/2001                       N                                   $2,391.70
288030000                      Standard                                                             $354,430.54

 600169497                     Purchase                         72.973                              09/01/2001
Primary Residence              7.25                             $675,000.00                         Single Family

PA                             12/01/2001                       N                                   $4,604.69
190720000                      Standard                                                             $673,410.74

 600169544                     Refinance Cashout                75.0469                             10/01/2001
Primary Residence              8                                $400,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,935.06
018800000                      Standard                                                             $399,270.69

 600169577                     Purchase                         62.6087                             10/01/2001
Primary Residence              7.375                            $360,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,486.43
079220000                      Standard                                                             $359,301.92




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600169859                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.875                            $640,000.00                         Single Family

IA                             11/01/2001                       N                                   $4,640.46
525560000                      Standard                                                             $639,116.19

 600170161                     Refinance Cashout                80                                  09/01/2001
Primary Residence              6.875                            $368,000.00                         PUD

MD                             11/01/2001                       N                                   $2,417.50
217540000                      Standard                                                             $367,067.17

 600170230                     Refinance Cashout                68.3495                             09/01/2001
Primary Residence              7.5                              $352,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,461.24
940150000                      Standard                                                             $351,211.37

 600170351                     Refinance                        77.7546                             10/01/2001
Primary Residence              7.25                             $410,700.00                         PUD

NC                             12/01/2001                       N                                   $2,801.70
280780000                      Standard                                                             $410,057.29

 600170371                     Purchase                         80                                  10/01/2001
Primary Residence              6.875                            $630,400.00                         PUD

PA                             11/01/2001                       N                                   $4,141.28
193550000                      Standard                                                             $629,337.74

 600170389                     Purchase                         78.3133                             10/01/2001
Primary Residence              7.375                            $650,000.00                         Single Family

CT                             11/01/2001                       N                                   $4,489.39
065250000                      Standard                                                             $649,007.76

 600170396                     Purchase                         79.9037                             10/01/2001
Primary Residence              7.375                            $332,000.00                         Single Family

IN                             11/01/2001                       N                                   $2,293.04
460770000                      Standard                                                             $331,493.20

 600170646                     Refinance Cashout                71.3513                             10/01/2001
Primary Residence              7                                $396,000.00                         Single Family

VA                             11/01/2001                       N                                   $3,070.18
221800000                      Standard                                                             $394,475.21

 600170647                     Refinance                        56.7686                             11/01/2001
Primary Residence              7.5                              $650,000.00                         Single Family

CT                             11/01/2001                       N                                   $4,544.89
068200000                      Standard                                                             $649,517.61

 600170650                     Refinance                        66                                  10/01/2001
Primary Residence              7.375                            $287,100.00                         Single Family

FL                             12/01/2001                       N                                   $1,982.93
327460000                      Standard                                                             $286,661.74

 600170698                     Refinance                        80                                  09/01/2001
Primary Residence              6.5                              $436,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,755.82
190670000                      Standard                                                             $434,811.13

 600170792                     Refinance                        55.9774                             10/01/2001
Primary Residence              7                                $495,400.00                         Single Family

CO                             11/01/2001                       N                                   $3,295.91
801040000                      Standard                                                             $494,585.47




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600170854                     Refinance                        77.7187                             10/01/2001
Primary Residence              7.25                             $394,500.00                         PUD

NC                             11/01/2001                       N                                   $2,691.19
280370000                      Standard                                                             $393,882.64

 600171016                     Purchase                         78.8378                             12/01/2001
Primary Residence              7.125                            $440,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,964.36
023560000                      Standard                                                             $440,000.00

 600171128                     Refinance                        71.5859                             11/01/2001
Primary Residence              7.375                            $650,000.00                         Single Family

MA                             11/01/2001                       N                                   $4,489.39
024200000                      Standard                                                             $649,505.40

 600171257                     Refinance                        63.25                               10/01/2001
Primary Residence              7.5                              $461,700.00                         Single Family

MA                             11/01/2001                       N                                   $3,228.28
017760000                      Standard                                                             $461,012.56

 600171319                     Refinance Cashout                70.6522                             11/01/2001
Primary Residence              6.75                             $325,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,107.94
017760000                      Standard                                                             $324,438.80

 600171423                     Refinance Cashout                69.5652                             10/01/2001
Primary Residence              7.25                             $400,000.00                         Single Family

NC                             11/01/2001                       N                                   $2,728.71
276060000                      Standard                                                             $399,374.03

 600171437                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $296,000.00                         Single Family

FL                             11/01/2001                       N                                   $1,969.30
339200000                      Standard                                                             $295,513.32

 600171584                     Purchase                         79.9999                             11/01/2001
Primary Residence              7                                $353,658.00                         Single Family

NC                             11/01/2001                       N                                   $2,352.90
275600000                      Standard                                                             $353,368.10

 600171603                     Refinance Cashout                75                                  11/01/2001
Primary Residence              7.125                            $337,500.00                         Single Family

MA                             11/01/2001                       N                                   $2,273.80
020380000                      Standard                                                             $337,130.11

 600171635                     Refinance                        74.0594                             10/01/2001
Primary Residence              7                                $374,000.00                         Single Family

AZ                             11/01/2001                       N                                   $2,488.23
852620000                      Standard                                                             $373,385.09

 600171687                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.5                              $340,000.00                         Single Family

VA                             11/01/2001                       N                                   $2,377.33
240600000                      Standard                                                             $339,493.76

 600171712                     Refinance Cashout                50                                  10/01/2001
Primary Residence              6.25                             $1,000,000.00                       Single Family

CA                             11/01/2001                       N                                   $6,157.17
930480000                      Standard                                                             $998,097.38




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600171715                     Refinance Cashout                57.971                              11/01/2001
Primary Residence              7.5                              $400,000.00                         PUD

IL                             11/01/2001                       N                                   $2,796.86
606100000                      Standard                                                             $399,703.14

 600171723                     Purchase                         67.26                               10/01/2001
Primary Residence              7                                $529,000.00                         Single Family

IL                             11/01/2001                       N                                   $3,519.45
601260000                      Standard                                                             $528,130.23

 600171744                     Purchase                         80                                  11/01/2001
Primary Residence              6.75                             $375,200.00                         Single Family

MA                             11/01/2001                       N                                   $2,433.54
020670000                      Standard                                                             $374,471.37

 600171801                     Purchase                         90                                  10/01/2001
Primary Residence              6.875                            $369,000.00                         Single Family

UT                             11/01/2001                       N                                   $2,424.07
840430000                      Standard                                                             $368,378.21

 600172145                     Refinance Cashout                75                                  09/01/2001
Primary Residence              7.875                            $633,750.00                         Single Family

CA                             12/01/2001                       N                                   $4,595.13
913560000                      Standard                                                             $632,315.13

 600172147                     Refinance Cashout                64.3902                             09/01/2001
Primary Residence              7.875                            $330,000.00                         Single Family

CA                             10/01/2001                       N                                   $2,392.73
945610000                      Standard                                                             $329,314.20

 600172152                     Purchase                         80                                  09/01/2001
Primary Residence              7.25                             $390,000.00                         PUD

GA                             11/01/2001                       N                                   $2,660.49
301260000                      Standard                                                             $389,081.75

 600172169                     Purchase                         69.9806                             10/01/2001
Primary Residence              7.625                            $539,900.00                         Single Family

CA                             11/01/2001                       N                                   $3,821.38
913070000                      Standard                                                             $539,115.98

 600172258                     Refinance                        57.9167                             10/01/2001
Primary Residence              7                                $417,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,774.31
110500000                      Standard                                                             $416,314.39

 600172269                     Refinance                        80                                  10/01/2001
Primary Residence              7.375                            $552,000.00                         Single Family

IL                             11/01/2001                       N                                   $3,812.53
606130000                      Standard                                                             $551,157.36

 600172300                     Purchase                         80                                  11/01/2001
Second Home                    6.625                            $440,000.00                         Single Family

DE                             11/01/2001                       N                                   $2,817.37
198070000                      Standard                                                             $439,611.80

 600172317                     Refinance Cashout                71.7647                             10/01/2001
Primary Residence              7.125                            $305,000.00                         Single Family

OH                             11/01/2001                       N                                   $2,054.84
452490000                      Standard                                                             $304,079.56




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600172321                     Purchase                         80                                  11/01/2001
Second Home                    7.5                              $388,000.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
CO                             11/01/2001                       N                                   $2,712.95
814350000                      Standard                                                             $387,712.05

 600172329                     Refinance Cashout                75                                  10/01/2001
Primary Residence              7.375                            $345,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,382.83
490730000                      Standard                                                             $344,273.35

 600172337                     Refinance                        80                                  10/01/2001
Primary Residence              7.5                              $312,000.00                         2-4 Family

CA                             11/01/2001                       N                                   $2,181.55
919100000                      Standard                                                             $311,498.44

 600172393                     Refinance                        65.5443                             10/01/2001
Primary Residence              7.125                            $648,889.00                         Single Family

MA                             11/01/2001                       N                                   $4,371.69
214500000                      Standard                                                             $647,848.10

 600172518                     Purchase                         83.3333                             11/01/2001
Primary Residence              7.375                            $500,000.00                         Single Family

PA                             11/01/2001                       N                                   $3,453.38
190730000                      Standard                                                             $499,619.54

 600172534                     Refinance Cashout                68.8171                             10/01/2001
Primary Residence              7                                $584,945.00                         PUD

NC                             11/01/2001                       N                                   $3,891.65
281730000                      Standard                                                             $583,983.26

 600172541                     Purchase                         76.9049                             11/01/2001
Primary Residence              7.125                            $400,000.00                         PUD

PA                             11/01/2001                       N                                   $2,694.88
189400000                      Standard                                                             $399,680.12

 600172567                     Refinance Cashout                77.2727                             10/01/2001
Primary Residence              7.75                             $340,000.00                         Single Family

NH                             11/01/2001                       N                                   $2,435.80
030790000                      Standard                                                             $339,518.51

 600172597                     Purchase                         59.1667                             10/01/2001
Primary Residence              7                                $355,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,361.83
077330000                      Standard                                                             $354,416.31

 600172604                     Refinance                        71.8571                             10/01/2001
Primary Residence              6.75                             $503,000.00                         PUD

MO                             11/01/2001                       N                                   $3,262.45
650790000                      Standard                                                             $502,131.42

 600172606                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $511,600.00                         Single Family

PA                             11/01/2001                       N                                   $3,490.02
189720000                      Standard                                                             $510,799.39

 600172608                     Purchase                         79.9998                             09/01/2001
Primary Residence              7.625                            $374,176.00                         PUD

AZ                             11/01/2001                       N                                   $2,648.40
852590000                      Standard                                                             $373,358.36




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600172637                     Purchase                         46.7456                             11/01/2001
Primary Residence              6.5                              $395,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,496.67
600900000                      Standard                                                             $394,642.91

 600172680                     Purchase                         74.9904                             10/01/2001
Primary Residence              7                                $389,950.00                         PUD

NC                             11/01/2001                       N                                   $2,594.35
275140000                      Standard                                                             $389,308.85

 600172761                     Refinance                        80                                  11/01/2001
Primary Residence              7.25                             $604,000.00                         PUD

IL                             11/01/2001                       N                                   $4,120.34
600480000                      Standard                                                             $603,528.83

 600172810                     Refinance                        75.3684                             09/01/2001
Primary Residence              7.375                            $358,000.00                         PUD

SC                             11/01/2001                       N                                   $2,472.62
299020000                      Standard                                                             $357,177.73

 600172851                     Purchase                         90                                  11/01/2001
Primary Residence              7.75                             $387,000.00                         Single Family

DE                             11/01/2001                       N                                   $2,772.52
198070000                      Standard                                                             $386,726.85

 600172882                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.125                            $185,600.00                         Single Family

TX                             11/01/2001                       N                                   $1,250.42
775840000                      Standard                                                             $185,451.58

 600172884                     Purchase                         79.7941                             10/01/2001
Primary Residence              7.5                              $398,300.00                         PUD

AZ                             11/01/2001                       N                                   $2,784.98
853100000                      Standard                                                             $397,706.95

 600172951                     Purchase                         79.9825                             10/01/2001
Primary Residence              7                                $347,900.00                         Single Family

MA                             11/01/2001                       N                                   $2,314.59
017480000                      Standard                                                             $347,327.99

 600173281                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $368,000.00                         PUD

FL                             12/01/2001                       N                                   $2,541.68
342380000                      Standard                                                             $367,438.26

 600173382                     Purchase                         72.9517                             09/01/2001
Primary Residence              7                                $650,000.00                         PUD

VA                             11/01/2001                       N                                   $4,324.47
220060000                      Standard                                                             $648,392.25

 600173395                     Refinance                        77.7143                             11/01/2001
Primary Residence              7.375                            $435,200.00                         Single Family

IL                             11/01/2001                       N                                   $3,005.82
606432057                      Standard                                                             $434,792.71

 600173666                     Refinance                        67.0769                             10/01/2001
Primary Residence              7.125                            $436,000.00                         PUD

SC                             11/01/2001                       N                                   $2,937.42
290720000                      Standard                                                             $435,300.59




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600173684                     Refinance                        79.8851                             10/01/2001
Primary Residence              7.5                              $347,500.00                         Single Family

PA                             11/01/2001                       N                                   $2,567.99
190020000                      Standard                                                             $346,647.06

 600173699                     Purchase                         80                                  10/01/2001
Primary Residence              6.75                             $316,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,049.57
190670000                      Standard                                                             $315,454.33

 600173712                     Refinance                        74.7487                             10/01/2001
Primary Residence              7.25                             $563,700.00                         Single Family

WI                             11/01/2001                       N                                   $3,845.43
530920000                      Standard                                                             $562,817.86

 600173759                     Refinance                        73.3036                             10/01/2001
Primary Residence              7                                $410,500.00                         PUD

NM                             11/01/2001                       N                                   $2,731.07
875050000                      Standard                                                             $409,825.06

 600173771                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $604,000.00                         Single Family

CA                             11/01/2001                       N                                   $4,018.43
908030000                      Standard                                                             $602,868.11

 600173870                     Purchase                         79.8105                             10/01/2001
Primary Residence              7                                $510,000.00                         Single Family

DE                             11/01/2001                       N                                   $3,393.04
198070000                      Standard                                                             $509,161.48

 600174093                     Refinance                        69.8851                             10/01/2001
Primary Residence              7.125                            $304,000.00                         Single Family

NC                             11/01/2001                       N                                   $2,048.10
274080000                      Standard                                                             $303,512.36

 600174107                     Refinance Cashout                66.25                               10/01/2001
Primary Residence              7.25                             $291,500.00                         Single Family

WA                             11/01/2001                       N                                   $1,988.54
981030000                      Standard                                                             $291,043.84

 600174384                     Purchase                         80                                  10/01/2001
Primary Residence              7.5                              $440,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,076.54
023590000                      STANDARD                                                             $439,290.41

 600174584                     Purchase                         88.3721                             10/01/2001
Primary Residence              7.375                            $380,000.00                         Single Family

UT                             11/01/2001                       N                                   $2,624.57
841210000                      Standard                                                             $379,419.92

 600174651                     Refinance                        78                                  10/01/2001
Primary Residence              6.625                            $312,000.00                         Single Family

TX                             11/01/2001                       N                                   $1,997.78
799120000                      Standard                                                             $311,447.92

 600174738                     Refinance Cashout                66.6667                             11/01/2001
Primary Residence              7                                $300,000.00                         Single Family

NJ                             11/01/2001                       N                                   $1,995.91
070440000                      Standard                                                             $299,754.09




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600174767                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $482,400.00                         Single Family

AZ                             11/01/2001                       N                                   $3,331.82
857420000                      Standard                                                             $481,663.60

 600174886                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $332,000.00                         PUD

NC                             11/01/2001                       N                                   $2,208.80
280270000                      Standard                                                             $331,454.15

 600175141                     Refinance                        90                                  10/01/2001
Primary Residence              7                                $342,000.00                         PUD

DE                             10/01/2001                       N                                   $2,275.33
197070000                      Standard                                                             $341,047.70

 600175177                     Purchase                         95                                  10/01/2001
Primary Residence              7                                $313,500.00                         PUD

NC                             11/01/2001                       N                                   $2,085.72
280270000                      Standard                                                             $312,984.56

 600175179                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $516,000.00                         Single Family

MN                             12/01/2001                       N                                   $3,563.89
553180000                      Standard                                                             $515,212.31

 600175406                     Purchase                         77.6296                             11/01/2001
Primary Residence              7.375                            $524,000.00                         Single Family

NJ                             11/01/2001                       N                                   $3,619.14
087530000                      Standard                                                             $523,601.28

 600175855                     Purchase                         73.4363                             10/01/2001
Primary Residence              7.375                            $290,000.00                         PUD

CO                             11/01/2001                       N                                   $2,002.96
800160000                      Standard                                                             $289,557.31

 600175987                     Refinance Cashout                77.907                              11/01/2001
Primary Residence              7.5                              $335,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,342.37
015320000                      Standard                                                             $334,751.38

 600176000                     Refinance Cashout                66.6667                             10/01/2001
Primary Residence              7.125                            $400,000.00                         Single Family

CO                             11/01/2001                       N                                   $2,694.87
804240000                      Standard                                                             $399,358.36

 600176090                     Purchase                         64.2202                             11/01/2001
Primary Residence              6.625                            $350,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,241.09
070520000                      Standard                                                             $349,691.20

 600176093                     Refinance                        79.3388                             10/01/2001
Primary Residence              6.875                            $288,000.00                         PUD

VA                             11/01/2001                       N                                   $1,891.95
201470000                      Standard                                                             $287,486.17

 600176099                     Purchase                         79.993                              08/01/2001
Primary Residence              7.375                            $311,700.00                         PUD

GA                             11/01/2001                       N                                   $2,152.83
301140000                      Standard                                                             $310,742.53




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600176534                     Refinance                        76.9231                             10/01/2001
Primary Residence              7                                $300,000.00                         PUD

NC                             11/01/2001                       N                                   $1,995.91
280780000                      Standard                                                             $299,156.75

 600176621                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $308,000.00                         Single Family

KS                             11/01/2001                       N                                   $2,049.13
662210000                      Standard                                                             $307,493.60

 600176719                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $362,400.00                         PUD

WA                             11/01/2001                       N                                   $2,441.56
980520000                      Standard                                                             $361,818.66

 600176769                     Purchase                         43.0571                             10/01/2001
Primary Residence              7.125                            $450,000.00                         Single Family

NC                             12/01/2001                       N                                   $3,031.73
282110000                      Standard                                                             $449,278.16

 600176775                     Refinance                        62.2609                             11/01/2001
Primary Residence              7.375                            $358,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,472.62
088240000                      Standard                                                             $357,727.59

 600176815                     Refinance                        78.2609                             10/01/2001
Primary Residence              7                                $360,000.00                         PUD

AL                             11/01/2001                       N                                   $2,395.09
363050000                      Standard                                                             $359,408.10

 600176868                     Purchase                         70                                  10/01/2001
Primary Residence              7                                $493,500.00                         Single Family

NJ                             11/01/2001                       N                                   $3,283.27
079600000                      Standard                                                             $492,688.60

 600176986                     Purchase                         80                                  10/01/2001
Primary Residence              7.5                              $424,000.00                         PUD

FL                             11/01/2001                       N                                   $2,964.67
333320000                      Standard                                                             $423,368.54

 600177382                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $367,136.00                         PUD

MD                             11/01/2001                       N                                   $2,442.57
207790000                      Standard                                                             $366,532.36

 600177383                     Purchase                         79.9703                             10/01/2001
Primary Residence              7.375                            $306,750.00                         PUD

IL                             11/01/2001                       N                                   $2,118.65
605440000                      Standard                                                             $306,281.73

 600177399                     Purchase                         70.7714                             10/01/2001
Primary Residence              7                                $300,000.00                         PUD

NV                             11/01/2001                       N                                   $1,995.91
891350000                      Standard                                                             $299,207.51

 600177747                     Refinance                        68.8333                             11/01/2001
Primary Residence              6.875                            $413,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,713.12
018640000                      Standard                                                             $412,653.03




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600177840                     Purchase                         76.699                              10/01/2001
Primary Residence              7.125                            $395,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,661.19
945960000                      Standard                                                             $394,366.37

 600177981                     Refinance Cashout                53.3702                             10/01/2001
Primary Residence              7.25                             $966,000.00                         Single Family

FL                             11/01/2001                       N                                   $6,589.82
341020000                      Standard                                                             $964,488.31

 600178129                     Purchase                         79.9345                             10/01/2001
Primary Residence              7.125                            $400,000.00                         PUD

GA                             11/01/2001                       N                                   $2,694.88
303240000                      Standard                                                             $399,358.34

 600178313                     Refinance Cashout                77.9221                             10/01/2001
Primary Residence              7.5                              $300,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,097.64
928860000                      Standard                                                             $299,553.33

 600178349                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $388,000.00                         PUD

TX                             11/01/2001                       N                                   $2,679.82
750190000                      Standard                                                             $387,407.71

 600178852                     Purchase                         94.7293                             10/01/2001
Primary Residence              7.5                              $299,250.00                         CondominiumLow Rise
                                                                                                    Standard
CA                             11/01/2001                       N                                   $2,092.40
902490000                      Standard                                                             $298,804.43

 600179115                     Purchase                         75.1252                             10/01/2001
Primary Residence              7.5                              $450,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,146.47
941050000                      Standard                                                             $449,329.97

 600179406                     Purchase                         90                                  10/01/2001
Primary Residence              7.875                            $323,910.00                         Single Family

CA                             11/01/2001                       N                                   $2,348.57
927800000                      Standard                                                             $323,462.72

 600179425                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.875                            $320,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,320.22
021350000                      Standard                                                             $319,558.11

 600179572                     Refinance                        57.0271                             09/01/2001
Primary Residence              7                                $570,271.00                         Single Family

MO                             11/01/2001                       N                                   $3,794.03
631050000                      Standard                                                             $568,860.45

 600179705                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $311,200.00                         Single Family

CA                             11/01/2001                       N                                   $2,122.93
907320000                      Standard                                                             $310,713.01

 600179845                     Refinance Cashout                49.505                              11/01/2001
Primary Residence              7.625                            $150,000.00                         Single Family

CA                             11/01/2001                       N                                   $1,061.69
961430000                      Stated Income                                                        $149,891.44




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600180194                     Purchase                         71.6332                             10/01/2001
Primary Residence              7                                $500,000.00                         PUD

NV                             11/01/2001                       N                                   $3,326.51
890740000                      Standard                                                             $499,177.93

 600180225                     Refinance                        75                                  10/01/2001
Primary Residence              6.5                              $333,750.00                         Single Family

NJ                             11/01/2001                       N                                   $2,109.53
086910000                      Standard                                                             $333,144.93

 600180547                     Purchase                         80                                  10/01/2001
Primary Residence              7.5                              $347,920.00                         PUD

PA                             11/01/2001                       N                                   $2,432.71
090100000                      Standard                                                             $347,401.97

 600180813                     Refinance Cashout                75.2618                             10/01/2001
Primary Residence              7.5                              $575,000.00                         Single Family

MA                             10/01/2001                       N                                   $4,020.48
017700000                      Standard                                                             $574,143.87

 600180823                     Purchase                         79.4872                             10/01/2001
Primary Residence              7.375                            $341,000.00                         Single Family

GA                             11/01/2001                       N                                   $2,355.20
305820000                      Standard                                                             $340,479.46

 600180936                     Refinance Cashout                67.7419                             10/01/2001
Primary Residence              7                                $420,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,794.27
902780000                      Standard                                                             $419,309.45

 600180944                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $416,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,873.21
600930000                      Standard                                                             $415,364.97

 600180990                     Refinance                        79.602                              11/01/2001
Primary Residence              7.125                            $320,000.00                         Single Family

MD                             11/01/2001                       N                                   $2,155.90
208170000                      Standard                                                             $319,744.10

 600181098                     Purchase                         53.1469                             11/01/2001
Primary Residence              7.25                             $380,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,592.27
600450000                      Standard                                                             $379,203.56

 600181459                     Purchase                         90                                  11/01/2001
Primary Residence              7.375                            $386,100.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
IL                             11/01/2001                       N                                   $2,666.70
606400000                      Standard                                                             $385,806.21

 600181479                     Purchase                         90                                  10/01/2001
Primary Residence              7.25                             $411,300.00                         PUD

FL                             11/01/2001                       N                                   $2,805.79
341090000                      Standard                                                             $410,656.36

 600181647                     Refinance                        75.3927                             11/01/2001
Primary Residence              7.375                            $288,000.00                         PUD

NC                             11/01/2001                       N                                   $1,989.14
285700000                      Stated Income                                                        $287,780.86




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600181847                     Refinance                        73.7412                             11/01/2001
Primary Residence              7                                $313,400.00                         PUD

DE                             11/01/2001                       N                                   $2,085.06
198100000                      Standard                                                             $312,943.11

 600181997                     Purchase                         80                                  10/01/2001
Second Home                    6.625                            $396,000.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
NJ                             11/01/2001                       N                                   $2,535.63
082430000                      Standard                                                             $395,299.31

 600182350                     Purchase                         86.7257                             11/01/2001
Primary Residence              7.125                            $294,000.00                         Single Family

CO                             11/01/2001                       N                                   $1,980.73
801070000                      Standard                                                             $293,764.90

 600182747                     Purchase                         79.9622                             11/01/2001
Second Home                    7.125                            $423,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,849.83
026700000                      Standard                                                             $422,661.73

 600182810                     Purchase                         60.8333                             10/01/2001
Primary Residence              6.875                            $73,000.00                          Single Family

FL                             10/01/2001                       N                                   $479.56
338090000                      Stated Income                                                        $72,876.99

 600183171                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.25                             $332,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,264.83
068770000                      Standard                                                             $331,480.44

 600183217                     Purchase                         52.406                              11/01/2001
Primary Residence              7.25                             $500,000.00                         PUD

CA                             11/01/2001                       N                                   $3,410.88
926570000                      Stated Income                                                        $499,609.95

 600183281                     Refinance                        50.9846                             11/01/2001
Primary Residence              7                                $331,400.00                         Single Family

OH                             11/01/2001                       N                                   $2,204.81
443330000                      Standard                                                             $330,723.38

 600183688                     Refinance                        43.4722                             11/01/2001
Primary Residence              7.125                            $313,000.00                         Single Family

LA                             11/01/2001                       N                                   $2,108.74
701180000                      STANDARD                                                             $312,677.11

 600183695                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.625                            $344,000.00                         Single Family

MI                             11/01/2001                       N                                   $2,434.81
483060000                      Standard                                                             $343,500.46

 600183696                     Refinance                        73.3333                             10/01/2001
Primary Residence              7                                $440,000.00                         Single Family

MD                             11/01/2001                       N                                   $2,927.33
217690000                      Standard                                                             $439,276.57

 600183797                     Refinance Cashout                69.4444                             10/01/2001
Primary Residence              8.25                             $375,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,817.25
945310000                      Standard                                                             $374,520.11




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600183804                     Refinance Cashout                69.9482                             09/01/2001
Primary Residence              9.125                            $540,000.00                         Single Family

CA                             10/01/2001                       N                                   $4,393.62
951310000                      Standard                                                             $539,131.31

 600183870                     Purchase                         79.9982                             10/01/2001
Primary Residence              7.125                            $487,850.00                         PUD

CA                             11/01/2001                       N                                   $3,286.74
953770000                      Standard                                                             $487,067.42

 600183877                     Purchase                         76.1905                             11/01/2001
Primary Residence              7                                $320,000.00                         PUD

NC                             11/01/2001                       N                                   $2,128.97
275130000                      Standard                                                             $319,737.70

 600184056                     Refinance Cashout                58.9474                             11/01/2001
Primary Residence              7                                $448,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,980.56
068800000                      Streamline                                                           $447,632.77

 600184298                     Refinance                        57.4503                             10/01/2001
Primary Residence              7                                $317,700.00                         Single Family

CT                             11/01/2001                       N                                   $2,113.67
068120000                      Standard                                                             $317,177.64

 600184742                     Purchase                         67.2646                             10/01/2001
Primary Residence              6.5                              $450,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,844.31
190730000                      Standard                                                             $449,184.18

 600184752                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $304,800.00                         Single Family

MA                             11/01/2001                       N                                   $2,053.49
024670000                      Standard                                                             $304,311.07

 600184814                     Purchase                         79.9984                             11/01/2001
Primary Residence              7.25                             $437,700.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
NJ                             11/01/2001                       N                                   $2,985.89
076520000                      Standard                                                             $437,358.55

 600184965                     Refinance                        77.381                              11/01/2001
Primary Residence              7.125                            $650,000.00                         Single Family

DE                             11/01/2001                       N                                   $4,379.17
199580000                      Standard                                                             $649,480.21

 600184982                     Purchase                         61.8161                             10/01/2001
Primary Residence              7.5                              $531,000.00                         Single Family

IL                             11/01/2001                       N                                   $3,712.83
606130000                      Standard                                                             $530,209.38

 600185061                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $424,000.00                         Single Family

SC                             11/01/2001                       N                                   $2,820.88
297100000                      Standard                                                             $423,652.45

 600185297                     Refinance Cashout                71.3333                             10/01/2001
Primary Residence              6.5                              $428,000.00                         Single Family

CA                             10/01/2001                       N                                   $2,705.25
945500000                      Standard                                                             $427,224.07




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600185300                     Purchase                         75.3003                             11/01/2001
Primary Residence              7                                $432,600.00                         Single Family

UT                             11/01/2001                       N                                   $2,878.10
841030000                      Standard                                                             $432,245.40

 600185396                     Refinance                        68.1905                             11/01/2001
Primary Residence              7.25                             $358,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,829.55
605600000                      Standard                                                             $357,333.37

 600185634                     Purchase                         77.2727                             11/01/2001
Primary Residence              6.5                              $340,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,149.03
601870000                      Standard                                                             $339,692.64

 600185782                     Refinance                        59.0278                             11/01/2001
Primary Residence              7.125                            $425,000.00                         Single Family

AZ                             11/01/2001                       N                                   $2,863.30
852970000                      Standard                                                             $424,660.14

 600185864                     Refinance                        78.7081                             11/01/2001
Primary Residence              7.125                            $329,000.00                         Single Family

AL                             11/01/2001                       N                                   $2,216.54
356700000                      Standard                                                             $328,736.90

 600185981                     Purchase                         80                                  11/01/2001
Primary Residence              7.5                              $465,600.00                         Single Family

PA                             11/01/2001                       N                                   $3,255.54
190960000                      Standard                                                             $465,254.46

 600185992                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $514,000.00                         Single Family

FL                             11/01/2001                       N                                   $3,462.91
342280000                      Standard                                                             $513,588.97

 600185997                     Refinance                        78.9474                             11/01/2001
Primary Residence              6.875                            $450,000.00                         Single Family

NC                             11/01/2001                       N                                   $2,956.18
273020000                      Standard                                                             $449,621.95

 600186084                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $546,200.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
MA                             11/01/2001                       N                                   $3,679.86
021390000                      Standard                                                             $545,763.20

 600186091                     Purchase                         79.9999                             11/01/2001
Primary Residence              7.25                             $641,057.00                         PUD

MN                             11/01/2001                       N                                   $4,373.14
554010000                      Standard                                                             $640,556.91

 600186113                     Refinance                        74.8413                             11/01/2001
Primary Residence              7.5                              $471,500.00                         Single Family

CO                             11/01/2001                       N                                   $3,296.80
813010000                      Standard                                                             $471,150.08

 600186158                     Refinance                        80                                  11/01/2001
Primary Residence              7.25                             $434,000.00                         Single Family

VA                             11/01/2001                       N                                   $2,960.65
201110000                      Standard                                                             $433,661.43




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600186178                     Refinance                        78.1887                             11/01/2001
Primary Residence              7                                $414,400.00                         Single Family

NC                             11/01/2001                       N                                   $2,757.01
276050000                      Standard                                                             $414,060.32

 600186210                     Refinance                        78.3721                             11/01/2001
Primary Residence              7.125                            $337,000.00                         Single Family

IL                             11/01/2001                       N                                   $2,270.43
605630000                      Standard                                                             $336,730.51

 600186267                     Refinance                        70.8333                             11/01/2001
Primary Residence              6.875                            $510,000.00                         Single Family

NC                             11/01/2001                       N                                   $3,350.34
280310000                      Standard                                                             $509,571.54

 600186611                     Refinance Cashout                67.2897                             11/01/2001
Primary Residence              6.875                            $360,000.00                         PUD

CA                             11/01/2001                       N                                   $2,364.95
928670000                      Standard                                                             $359,697.55

 600187076                     Purchase                         79.5037                             11/01/2001
Primary Residence              7.375                            $400,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,762.71
193800000                      Standard                                                             $399,695.62

 600187090                     Refinance                        76.6452                             11/01/2001
Primary Residence              6.875                            $356,400.00                         Single Family

NC                             11/01/2001                       N                                   $2,341.29
275140000                      Standard                                                             $356,100.59

 600187156                     Refinance                        74.3329                             11/01/2001
Primary Residence              7                                $585,000.00                         Single Family

NC                             11/01/2001                       N                                   $3,892.02
282160000                      Standard                                                             $584,520.48

 600187555                     Purchase                         71.3035                             11/01/2001
Primary Residence              7.25                             $149,085.00                         Single Family

VA                             11/01/2001                       N                                   $1,017.02
238320000                      STANDARD                                                             $148,968.70

 600187576                     Refinance Cashout                70                                  11/01/2001
Primary Residence              7.125                            $454,510.00                         Single Family

NC                             11/01/2001                       N                                   $3,062.12
288040000                      Standard                                                             $454,046.53

 600187784                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $362,800.00                         Single Family

MA                             11/01/2001                       N                                   $2,413.72
024940000                      Standard                                                             $362,502.61

 600187798                     Refinance                        73.2075                             11/01/2001
Primary Residence              7.125                            $388,000.00                         Single Family

CO                             11/01/2001                       N                                   $2,614.03
802180000                      Standard                                                             $387,689.72

 600187927                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.125                            $348,000.00                         Single Family

ME                             11/01/2001                       N                                   $2,344.54
040960000                      Standard                                                             $347,680.58




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600188074                     Refinance Cashout                63.1164                             11/01/2001
Primary Residence              7.125                            $320,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,155.90
015450000                      Standard                                                             $319,744.10

 600188217                     Refinance                        80                                  10/01/2001
Primary Residence              7.125                            $456,000.00                         Single Family

VA                             11/01/2001                       N                                   $3,072.16
201800000                      Standard                                                             $455,268.51

 600188269                     Purchase                         71.4666                             11/01/2001
Primary Residence              7.125                            $330,000.00                         PUD

MO                             11/01/2001                       N                                   $2,223.28
630210000                      Standard                                                             $329,736.10

 600188388                     Refinance Cashout                46.0993                             11/01/2001
Primary Residence              7                                $325,000.00                         Single Family

NC                             11/01/2001                       N                                   $2,162.24
288040000                      Standard                                                             $324,370.55

 600188601                     Purchase                         80                                  11/01/2001
Primary Residence              6.5                              $464,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,932.80
190460000                      Standard                                                             $463,580.53

 600189106                     Purchase                         80                                  11/01/2001
Second Home                    7.25                             $320,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,182.96
026490000                      Standard                                                             $319,750.37

 600189137                     Purchase                         68.173                              11/01/2001
Primary Residence              7.125                            $435,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,930.68
080570000                      STANDARD                                                             $434,652.13

 600189177                     Refinance Cashout                55.5556                             11/01/2001
Primary Residence              7.25                             $500,000.00                         Single Family

NJ                             11/01/2001                       N                                   $3,410.89
077600000                      Standard                                                             $499,609.94

 600189397                     Refinance Cashout                79.2533                             11/01/2001
Primary Residence              7                                $297,200.00                         Single Family

MI                             11/01/2001                       N                                   $1,977.28
480790000                      Standard                                                             $296,656.39

 600189581                     Refinance Cashout                63.75                               11/01/2001
Primary Residence              7.25                             $510,000.00                         Single Family

IL                             11/01/2001                       N                                   $3,479.10
600930000                      Standard                                                             $509,602.15

 600189742                     Purchase                         79.9998                             11/01/2001
Primary Residence              7.125                            $298,329.00                         PUD

TX                             11/01/2001                       N                                   $2,009.90
760340000                      Standard                                                             $298,090.43

 600189779                     Refinance                        78.3696                             11/01/2001
Primary Residence              7.125                            $360,500.00                         Single Family

SC                             11/01/2001                       N                                   $2,428.76
292120000                      Streamline                                                           $360,211.71




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600189843                     Refinance                        60.9836                             11/01/2001
Primary Residence              7                                $372,000.00                         Single Family

GA                             11/01/2001                       N                                   $2,474.93
300670000                      Standard                                                             $371,695.07

 600189974                     Refinance                        85.5072                             11/01/2001
Primary Residence              7.25                             $295,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,012.43
088530000                      Standard                                                             $294,745.93

 600190063                     Refinance Cashout                48.6339                             11/01/2001
Primary Residence              6.75                             $445,000.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
MA                             11/01/2001                       N                                   $2,886.26
021180000                      Standard                                                             $444,616.87

 600190066                     Purchase                         80                                  11/01/2001
Second Home                    6.875                            $500,000.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
CO                             11/01/2001                       N                                   $3,284.64
816150000                      Standard                                                             $499,579.94

 600190070                     Refinance                        70.904                              11/01/2001
Primary Residence              7                                $376,500.00                         PUD

FL                             11/01/2001                       N                                   $2,504.86
327460000                      STANDARD                                                             $376,191.39

 600190154                     Purchase                         89.6947                             11/01/2001
Primary Residence              7                                $470,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,126.92
023320000                      Standard                                                             $469,614.75

 600190486                     Purchase                         76.7444                             11/01/2001
Primary Residence              7.25                             $348,500.00                         PUD

MO                             11/01/2001                       N                                   $2,377.39
631310000                      Standard                                                             $348,228.13

 600190537                     Purchase                         80                                  11/01/2001
Primary Residence              7.5                              $520,000.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
MA                             11/01/2001                       N                                   $3,635.92
021160000                      Standard                                                             $519,614.08

 600190990                     Purchase                         80                                  11/01/2001
Primary Residence              6.875                            $449,600.00                         Single Family

NC                             11/01/2001                       N                                   $2,953.55
286730000                      Standard                                                             $449,222.28

 600191084                     Refinance                        73.3333                             10/01/2001
Primary Residence              7.25                             $440,000.00                         Single Family

TN                             11/01/2001                       N                                   $3,001.58
380190000                      Standard                                                             $439,311.43

 600191171                     Purchase                         80                                  11/01/2001
Primary Residence              6.5                              $308,000.00                         Single Family

MD                             11/01/2001                       N                                   $1,946.77
210290000                      Standard                                                             $307,721.56

 600191482                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.125                            $328,000.00                         PUD

CA                             11/01/2001                       N                                   $2,209.80
926790000                      Standard                                                             $326,787.64




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600191713                     Refinance                        68.8636                             11/01/2001
Primary Residence              7.125                            $303,000.00                         Single Family

AZ                             11/01/2001                       N                                   $2,041.37
852970000                      Standard                                                             $302,757.69

 600192184                     Refinance Cashout                80                                  11/01/2001
Primary Residence              6.75                             $568,000.00                         Single Family

GA                             11/01/2001                       N                                   $3,684.04
302690000                      Standard                                                             $567,510.96

 600192229                     Refinance Cashout                72.093                              11/01/2001
Primary Residence              7.625                            $310,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,194.16
020380000                      Standard                                                             $309,775.63

 600192510                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $468,000.00                         Single Family

IN                             11/01/2001                       N                                   $3,153.00
460770000                      Standard                                                             $467,625.75

 600192805                     Purchase                         75                                  11/01/2001
Primary Residence              7.75                             $262,500.00                         Single Family

CO                             12/01/2001                       N                                   $1,880.58
802150000                      Stated Income                                                        $262,114.73

 600193026                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.125                            $308,000.00                         Single Family

SC                             11/01/2001                       N                                   $2,075.06
296710000                      Standard                                                             $307,753.69

 600193048                     Refinance Cashout                68.1293                             11/01/2001
Primary Residence              7.5                              $295,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,062.68
020430000                      Standard                                                             $294,781.07

 600193182                     Refinance                        78.125                              11/01/2001
Primary Residence              7.125                            $500,000.00                         Single Family

IL                             11/01/2001                       N                                   $3,368.60
601370000                      Standard                                                             $499,600.15

 600193201                     Refinance                        46.4286                             12/01/2001
Primary Residence              7                                $325,000.00                         Single Family

OH                             11/01/2001                       N                                   $2,162.23
432120000                      Standard                                                             $325,000.00

 600193520                     Refinance Cashout                69.0722                             11/01/2001
Primary Residence              6.875                            $335,000.00                         PUD

NJ                             11/01/2001                       N                                   $2,200.71
074360000                      Standard                                                             $334,676.97

 600193567                     Refinance                        69.863                              11/01/2001
Primary Residence              7.25                             $510,000.00                         PUD

IL                             12/01/2001                       N                                   $3,479.10
601750000                      Standard                                                             $509,601.25

 600193790                     Refinance                        80                                  11/01/2001
Primary Residence              8.25                             $536,000.00                         Single Family

NY                             11/01/2001                       N                                   $4,026.79
108030000                      Standard                                                             $535,658.21




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600194144                     Refinance Cashout                79.8                                10/01/2001
Primary Residence              7.25                             $395,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,694.60
921310000                      Standard                                                             $394,381.86

 600194146                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $520,000.00                         PUD

GA                             11/01/2001                       N                                   $3,503.34
305010000                      Standard                                                             $519,584.16

 600194147                     Refinance Cashout                75                                  11/01/2001
Primary Residence              7                                $348,750.00                         Single Family

CA                             11/01/2001                       N                                   $2,320.24
951250000                      Standard                                                             $348,464.13

 600194788                     Refinance Cashout                64.0244                             11/01/2001
Primary Residence              7.25                             $525,000.00                         2-4 Family

CA                             11/01/2001                       N                                   $3,581.43
944040000                      Standard                                                             $524,590.45

 600195628                     Purchase                         80                                  11/01/2001
Primary Residence              7.25                             $352,000.00                         PUD

AZ                             11/01/2001                       N                                   $2,401.26
850540000                      Standard                                                             $351,725.41

 600195725                     Refinance                        52.732                              10/01/2001
Primary Residence              7.625                            $306,900.00                         PUD

SC                             11/01/2001                       N                                   $2,172.22
294510000                      Standard                                                             $306,454.33

 600195728                     Purchase                         70                                  11/01/2001
Primary Residence              7.25                             $464,800.00                         Single Family

NJ                             11/01/2001                       N                                   $3,170.76
085100000                      Stated Income                                                        $464,337.41

 600195770                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $399,200.00                         Single Family

GA                             11/01/2001                       N                                   $2,723.25
300670000                      Standard                                                             $398,575.28

 600196034                     Refinance                        54.995                              12/01/2001
Primary Residence              7                                $545,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,625.90
018100000                      Standard                                                             $545,000.00

 600196125                     Purchase                         79.8579                             11/01/2001
Primary Residence              7.75                             $500,000.00                         PUD

MD                             11/01/2001                       N                                   $3,582.06
208780000                      Standard                                                             $499,647.11

 600196413                     Purchase                         70.1754                             11/01/2001
Primary Residence              7.375                            $300,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,072.03
088330000                      Standard                                                             $299,771.72

 600196592                     Refinance                        58.7302                             12/01/2001
Primary Residence              7.125                            $370,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,492.76
020431022                      Standard                                                             $370,000.00




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600196756                     Refinance Cashout                69.5556                             12/01/2001
Primary Residence              7                                $313,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,082.40
070430000                      Standard                                                             $313,000.00

 600196781                     Refinance                        80                                  12/01/2001
Primary Residence              7.125                            $375,200.00                         Single Family

MD                             11/01/2001                       N                                   $2,527.79
209040000                      Standard                                                             $375,200.00

 600197134                     Refinance                        80                                  10/01/2001
Primary Residence              7.625                            $380,000.00                         PUD

VA                             11/01/2001                       N                                   $2,689.62
221810000                      Standard                                                             $379,448.18

 600197577                     Refinance Cashout                72.7273                             11/01/2001
Primary Residence              7                                $360,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,395.09
070460000                      Standard                                                             $359,704.91

 600198056                     Refinance Cashout                50                                  12/01/2001
Primary Residence              7                                $400,000.00                         Single Family

AZ                             11/01/2001                       N                                   $2,661.21
850180000                      Standard                                                             $400,000.00

 600198300                     Purchase                         80                                  12/01/2001
Primary Residence              6.875                            $378,400.00                         Single Family

NC                             11/01/2001                       N                                   $2,485.82
282770000                      Standard                                                             $378,400.00

 600198334                     Purchase                         79.3814                             11/01/2001
Primary Residence              7                                $385,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,561.42
194440000                      Standard                                                             $384,684.41

 600198834                     Purchase                         80                                  12/01/2001
Primary Residence              7                                $285,600.00                         Single Family

IN                             11/01/2001                       N                                   $1,900.10
460550000                      Standard                                                             $285,600.00

 600199060                     Purchase                         80                                  11/01/2001
Primary Residence              7.25                             $344,800.00                         Single Family

MN                             11/01/2001                       N                                   $2,352.15
550140000                      Standard                                                             $344,531.02

 600199118                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $520,000.00                         Single Family

MA                             11/01/2001                       N                                   $3,503.34
019450000                      Standard                                                             $519,584.16

 600199577                     Refinance Cashout                79.9065                             11/01/2001
Primary Residence              7.125                            $342,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,304.12
920710000                      Standard                                                             $341,642.56

 600199927                     Refinance                        62.8319                             11/01/2001
Primary Residence              6.875                            $355,000.00                         Single Family

NC                             11/01/2001                       N                                   $2,332.10
283740000                      Standard                                                             $354,297.37




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600200259                     Refinance                        83.677                              11/01/2001
Primary Residence              7                                $487,000.00                         PUD

AL                             11/01/2001                       N                                   $3,240.02
352260000                      Standard                                                             $486,600.81

 600201021                     Refinance                        46.875                              11/01/2001
Primary Residence              7                                $375,000.00                         Single Family

MN                             11/01/2001                       N                                   $2,494.89
553590000                      Standard                                                             $374,692.61

 600201399                     Purchase                         95                                  11/01/2001
Primary Residence              7.375                            $278,350.00                         Single Family

MA                             11/01/2001                       N                                   $1,922.49
021510000                      Standard                                                             $278,038.20

 600202247                     Refinance                        85                                  11/01/2001
Primary Residence              7                                $356,150.00                         PUD

KS                             11/01/2001                       N                                   $2,369.47
662240000                      Standard                                                             $355,858.07

 600202442                     Refinance                        80                                  12/01/2001
Primary Residence              7.25                             $372,000.00                         Single Family

AZ                             11/01/2001                       N                                   $2,537.70
857490000                      Standard                                                             $372,000.00

 600202730                     Refinance                        78.8235                             12/01/2001
Primary Residence              7                                $335,000.00                         Single Family

MI                             12/01/2001                       N                                   $2,228.76
483070000                      Standard                                                             $335,000.00

 600202952                     Purchase                         65.7132                             11/01/2001
Primary Residence              7                                $310,000.00                         PUD

FL                             11/01/2001                       N                                   $2,062.44
342020000                      Stated Income                                                        $309,745.89

 600202969                     Purchase                         80                                  11/01/2001
Second Home                    7.25                             $337,800.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
UT                             12/01/2001                       N                                   $2,304.39
840600000                      Standard                                                             $337,536.49

 600203037                     Refinance                        77.2                                11/01/2001
Primary Residence              7.125                            $579,000.00                         Single Family

KS                             11/01/2001                       N                                   $3,900.83
660620000                      Standard                                                             $578,536.98

 600203278                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.125                            $329,600.00                         Single Family

GA                             11/01/2001                       N                                   $2,220.58
300970000                      Standard                                                             $329,336.42

 600203737                     Refinance Cashout                77.9162                             12/01/2001
Primary Residence              6.875                            $344,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,259.84
088860000                      Standard                                                             $344,000.00

 600204160                     Refinance                        80                                  11/01/2001
Primary Residence              7                                $440,000.00                         Single Family

MO                             11/01/2001                       N                                   $2,927.34
633040000                      Standard                                                             $439,639.33




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 600204854                     Purchase                         80                                  11/01/2001
Primary Residence              7.125                            $484,776.00                         Single Family

NJ                             11/01/2001                       N                                   $3,266.03
085100000                      Standard                                                             $484,388.33

 600205037                     Refinance                        89.2308                             12/01/2001
Primary Residence              7                                $290,000.00                         Single Family

SC                             11/01/2001                       N                                   $1,929.38
290720000                      Standard                                                             $290,000.00

 600205567                     Refinance                        59.5774                             12/01/2001
Primary Residence              6.75                             $500,450.00                         Single Family

GA                             11/01/2001                       N                                   $3,245.91
301520000                      Standard                                                             $500,450.00

 600205684                     Refinance Cashout                80                                  12/01/2001
Primary Residence              7                                $304,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,022.52
015010000                      Standard                                                             $304,000.00

 600205836                     Refinance                        76.2105                             12/01/2001
Primary Residence              7                                $289,600.00                         CondominiumLow-Rise 1-4
                                                                                                    Story
MA                             11/01/2001                       N                                   $1,926.72
022150000                      Standard                                                             $289,600.00

 600207370                     Purchase                         79.9871                             11/01/2001
Primary Residence              6.75                             $341,300.00                         PUD

FL                             11/01/2001                       N                                   $2,213.67
330290000                      Standard                                                             $341,006.14

 600207784                     Refinance Cashout                72.9167                             12/01/2001
Primary Residence              7                                $350,000.00                         Single Family

MA                             11/01/2001                       N                                   $2,328.56
018100000                      Standard                                                             $350,000.00

 600208359                     Refinance                        30.1887                             12/01/2001
Primary Residence              7                                $320,000.00                         Single Family

IN                             12/01/2001                       N                                   $2,128.97
465670000                      Standard                                                             $320,000.00

 600208720                     Refinance Cashout                51.6667                             12/01/2001
Primary Residence              7                                $620,000.00                         PUD

MO                             11/01/2001                       N                                   $4,124.88
630170000                      Standard                                                             $620,000.00

 652482887                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $336,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,292.12
951240000                      Standard                                                             $335,474.18

 652490309                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $440,000.00                         Single Family

NJ                             11/01/2001                       N                                   $3,038.98
088760000                      Standard                                                             $439,328.32

 652499380                     Refinance Cashout                80                                  06/01/2001
Primary Residence              7.375                            $352,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,431.18
954450000                      STANDARD                                                             $350,368.02




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652551548                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.25                             $340,000.00                         Single Family

NM                             11/01/2001                       N                                   $2,319.40
870480000                      Standard                                                             $339,467.93

 652552673                     Refinance Cashout                79.3407                             10/01/2001
Primary Residence              7.5                              $361,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,524.17
112200000                      Standard                                                             $360,130.45

 652574202                     Purchase                         79.9087                             09/01/2001
Primary Residence              7.25                             $350,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,387.62
906300000                      Standard                                                             $349,175.92

 652574363                     Refinance Cashout                42.5926                             10/01/2001
Primary Residence              7.375                            $1,150,000.00                       Single Family

CA                             11/01/2001                       N                                   $7,942.77
920370000                      Standard                                                             $1,148,244.50

 652584198                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $364,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,514.06
956620000                      Standard                                                             $363,444.34

 652585637                     Refinance Cashout                78.7931                             10/01/2001
Primary Residence              7.25                             $457,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,117.55
926750000                      Standard                                                             $456,284.83

 652586859                     Refinance Cashout                75                                  10/01/2001
Primary Residence              7.375                            $330,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,279.23
940850000                      Standard                                                             $329,496.24

 652596406                     Refinance Cashout                76.5957                             09/01/2001
Primary Residence              7.5                              $360,000.00                         Single Family

NY                             10/01/2001                       N                                   $2,517.18
113580000                      Standard                                                             $359,193.44

 652600041                     Refinance Cashout                79.5918                             10/01/2001
Primary Residence              7.375                            $390,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,693.64
930350000                      Standard                                                             $389,404.64

 652600468                     Purchase                         75                                  10/01/2001
Primary Residence              7.375                            $347,340.00                         PUD

CA                             11/01/2001                       N                                   $2,399.00
926020000                      Standard                                                             $346,809.46

 652603408                     Refinance Cashout                69.5652                             09/01/2001
Primary Residence              7.375                            $400,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,762.71
902660000                      Standard                                                             $399,018.04

 652605759                     Refinance Cashout                73.6585                             11/01/2001
Primary Residence              7.125                            $302,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,034.63
077190000                      Standard                                                             $301,758.50




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652607586                     Refinance Cashout                70.7965                             09/01/2001
Primary Residence              7.5                              $400,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,796.86
917913703                      Standard                                                             $399,103.84

 652607891                     Refinance Cashout                78.961                              10/01/2001
Primary Residence              7.25                             $304,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,073.82
956870000                      Standard                                                             $303,229.26

 652613163                     Purchase                         73.3945                             10/01/2001
Second Home                    7.125                            $400,000.00                         Single Family

FL                             11/01/2001                       N                                   $2,694.88
330500000                      Standard                                                             $399,358.34

 652616808                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $347,200.00                         Single Family

CA                             11/01/2001                       N                                   $2,368.52
918010000                      Standard                                                             $346,456.06

 652617184                     Refinance Cashout                66.4655                             09/01/2001
Primary Residence              7.625                            $385,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,728.55
928350000                      Standard                                                             $384,657.61

 652618020                     Purchase                         54                                  10/01/2001
Primary Residence              6.99                             $270,000.00                         Single Family

CA                             11/01/2001                       N                                   $1,794.51
951270000                      Standard                                                             $269,555.19

 652618339                     Refinance Cashout                80                                  09/01/2001
Primary Residence              7.375                            $360,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,486.44
920280000                      Standard                                                             $359,173.12

 652619205                     Refinance Cashout                61                                  10/01/2001
Primary Residence              7.375                            $427,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,949.19
117330000                      Standard                                                             $426,348.16

 652619587                     Refinance Cashout                78.5714                             10/01/2001
Primary Residence              6.875                            $275,000.00                         Single Family

CT                             11/01/2001                       N                                   $1,806.56
064600000                      Standard                                                             $274,536.60

 652620914                     Refinance Cashout                50.8727                             10/01/2001
Primary Residence              7.375                            $279,800.00                         Single Family

CA                             11/01/2001                       N                                   $1,932.51
940800000                      Standard                                                             $279,372.88

 652621513                     Purchase                         79.9934                             10/01/2001
Primary Residence              7.25                             $562,200.00                         PUD

PA                             11/01/2001                       N                                   $3,835.20
193800000                      Standard                                                             $561,320.21

 652623199                     Refinance                        78.9655                             10/01/2001
Primary Residence              7.375                            $458,000.00                         PUD

VA                             11/01/2001                       N                                   $3,163.30
223150000                      Standard                                                             $457,300.84




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652623693                     Purchase                         79.9975                             11/01/2001
Primary Residence              7.25                             $319,910.00                         PUD

CA                             11/01/2001                       N                                   $2,182.36
926300000                      Standard                                                             $319,660.43

 652624805                     Purchase                         94.918                              10/01/2001
Primary Residence              7.5                              $289,500.00                         PUD

CA                             11/01/2001                       N                                   $2,024.23
910160000                      Standard                                                             $289,068.95

 652624835                     Purchase                         80                                  11/01/2001
Primary Residence              7.25                             $381,600.00                         Single Family

CA                             11/01/2001                       N                                   $2,603.19
910070000                      Standard                                                             $381,302.31

 652627576                     Refinance Cashout                58.3784                             11/01/2001
Primary Residence              7.125                            $432,000.00                         PUD

AZ                             11/01/2001                       N                                   $2,910.47
852620000                      Standard                                                             $431,654.53

 652628326                     Refinance                        84.1837                             11/01/2001
Primary Residence              7.375                            $330,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,279.23
953770000                      Standard                                                             $329,748.89

 652632314                     Refinance Cashout                80                                  10/01/2001
Primary Residence              6.875                            $360,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,364.95
951320000                      Standard                                                             $359,193.37

 652632689                     Refinance                        77.8049                             10/01/2001
Primary Residence              7.5                              $319,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,230.50
117680000                      Standard                                                             $318,480.41

 652637105                     Refinance Cashout                72.9167                             10/01/2001
Primary Residence              7.375                            $350,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,417.37
064430000                      Standard                                                             $349,465.70

 652637563                     Refinance Cashout                77.4                                11/01/2001
Primary Residence              7.125                            $387,000.00                         Single Family

MD                             11/01/2001                       N                                   $2,607.30
208540000                      Standard                                                             $386,690.51

 652639149                     Refinance Cashout                77.2727                             09/01/2001
Primary Residence              7.375                            $340,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,348.30
902320000                      Standard                                                             $338,761.16

 652639520                     Refinance Cashout                79.845                              10/01/2001
Primary Residence              7.25                             $309,000.00                         PUD

TX                             11/01/2001                       N                                   $2,107.93
773810000                      Standard                                                             $308,516.44

 652640231                     Purchase                         80                                  10/01/2001
Primary Residence              7                                $316,800.00                         PUD

CA                             11/01/2001                       N                                   $2,107.68
926300000                      Standard                                                             $316,279.13




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652640244                     Refinance Cashout                70                                  11/01/2001
Primary Residence              7.125                            $403,200.00                         CondominiumLow Rise
                                                                                                    Standard
CA                             11/01/2001                       N                                   $2,716.44
951340000                      Standard                                                             $402,877.56

 652640938                     Refinance Cashout                68.1431                             10/01/2001
Primary Residence              7.25                             $400,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,728.71
905030000                      Standard                                                             $399,231.02

 652641279                     Refinance Cashout                65.7426                             10/01/2001
Primary Residence              6.875                            $332,000.00                         PUD

CA                             11/01/2001                       N                                   $2,181.01
926790000                      Standard                                                             $331,440.54

 652642131                     Refinance Cashout                65.8915                             10/01/2001
Primary Residence              7.375                            $425,000.00                         PUD

CA                             11/01/2001                       N                                   $2,935.37
926770000                      Standard                                                             $424,295.26

 652645215                     Refinance Cashout                78.3878                             10/01/2001
Primary Residence              7.375                            $335,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,317.22
915010000                      Standard                                                             $334,987.85

 652645404                     Refinance                        88.5714                             10/01/2001
Primary Residence              7.25                             $310,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,114.75
928810000                      Standard                                                             $309,514.88

 652645458                     Refinance                        57.4074                             10/01/2001
Primary Residence              6.875                            $310,000.00                         Single Family

GA                             11/01/2001                       N                                   $2,036.48
300580000                      Standard                                                             $309,477.63

 652646357                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.25                             $304,000.00                         Single Family

VA                             11/01/2001                       N                                   $2,073.82
220030000                      Standard                                                             $303,762.85

 652646419                     Purchase                         80                                  11/01/2001
Primary Residence              7.375                            $512,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,536.26
928860000                      Standard                                                             $511,596.67

 652646603                     Refinance Cashout                68.4211                             10/01/2001
Primary Residence              6.875                            $325,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,135.02
951300000                      Standard                                                             $324,322.02

 652648115                     Refinance                        48.011                              11/01/2001
Primary Residence              7.25                             $350,000.00                         Single Family

MN                             11/01/2001                       N                                   $2,387.62
554470000                      Standard                                                             $349,726.96

 652648215                     Refinance                        50.3529                             10/01/2001
Primary Residence              7.25                             $428,000.00                         Single Family

OR                             11/01/2001                       N                                   $2,919.72
972190000                      Stated Income                                                        $427,330.21




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652648294                     Purchase                         79.9955                             10/01/2001
Primary Residence              6.875                            $351,900.00                         Single Family

CA                             11/01/2001                       N                                   $2,311.74
926020000                      Standard                                                             $351,298.75

 652648335                     Refinance                        76.4925                             10/01/2001
Primary Residence              7.375                            $615,000.00                         PUD

GA                             11/01/2001                       N                                   $4,247.66
303180000                      Standard                                                             $614,008.84

 652648714                     Refinance Cashout                62.1166                             10/01/2001
Primary Residence              7.375                            $405,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,797.24
950080000                      Standard                                                             $404,381.75

 652649328                     Purchase                         76.1905                             10/01/2001
Primary Residence              7.375                            $320,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,210.17
928690000                      Standard                                                             $319,511.50

 652650224                     Refinance Cashout                71.2941                             10/01/2001
Primary Residence              7.25                             $303,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,067.00
074520000                      Standard                                                             $302,525.83

 652650453                     Refinance                        80                                  10/01/2001
Primary Residence              7.375                            $380,000.00                         PUD

CA                             11/01/2001                       N                                   $2,624.57
928210000                      Standard                                                             $379,419.06

 652650996                     Refinance Cashout                80                                  10/01/2001
Primary Residence              6.875                            $340,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,233.56
077280000                      Standard                                                             $339,125.36

 652651258                     Refinance                        76.9663                             10/01/2001
Primary Residence              6.875                            $342,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,249.99
926460000                      Standard                                                             $341,922.85

 652652434                     Refinance Cashout                76.1225                             10/01/2001
Primary Residence              7.25                             $373,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,544.52
917910000                      Standard                                                             $372,416.28

 652652446                     Refinance Cashout                32.7333                             11/01/2001
Primary Residence              7.125                            $491,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,307.96
949410000                      Standard                                                             $490,607.35

 652652609                     Refinance                        79.8969                             10/01/2001
Primary Residence              7.125                            $310,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,088.53
926770000                      Standard                                                             $309,490.33

 652652914                     Refinance Cashout                45.9678                             11/01/2001
Primary Residence              6.875                            $460,000.00                         Single Family

GA                             11/01/2001                       N                                   $3,021.88
303050000                      Standard                                                             $459,613.54




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652653186                     Refinance Cashout                57.9355                             10/01/2001
Primary Residence              7.25                             $449,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,062.98
941140000                      Standard                                                             $448,297.34

 652653922                     Refinance                        74.3182                             10/01/2001
Primary Residence              7.25                             $327,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,230.72
085500000                      Standard                                                             $326,488.27

 652654147                     Refinance Cashout                79.2683                             10/01/2001
Primary Residence              7.25                             $390,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,660.49
946050000                      Standard                                                             $389,389.68

 652655873                     Refinance Cashout                79.2727                             10/01/2001
Primary Residence              7.375                            $348,800.00                         Single Family

CA                             11/01/2001                       N                                   $2,409.08
910160000                      Standard                                                             $348,267.55

 652656509                     Purchase                         75                                  10/01/2001
Primary Residence              6.625                            $423,000.00                         CondominiumLow Rise
                                                                                                    Standard
CA                             11/01/2001                       N                                   $2,708.52
902660000                      Standard                                                             $422,068.06

 652657297                     Refinance                        77.2358                             10/01/2001
Primary Residence              6.75                             $380,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,464.68
085020000                      Standard                                                             $379,272.96

 652657543                     Refinance Cashout                72.8929                             10/01/2001
Primary Residence              7.25                             $320,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,182.97
940190000                      Standard                                                             $319,499.22

 652657631                     Purchase                         80                                  11/01/2001
Primary Residence              7.25                             $328,000.00                         Single Family

VA                             11/01/2001                       N                                   $2,237.54
230590000                      Standard                                                             $327,744.13

 652657716                     Refinance Cashout                70                                  10/01/2001
Primary Residence              7.25                             $598,500.00                         Single Family

CA                             11/01/2001                       N                                   $4,082.83
950324810                      Standard                                                             $597,563.40

 652658465                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $348,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,373.98
926460000                      Standard                                                             $347,455.40

 652659654                     Purchase                         78.9474                             11/01/2001
Primary Residence              7                                $375,000.00                         PUD

CA                             11/01/2001                       N                                   $2,494.89
928670000                      Standard                                                             $374,692.61

 652659660                     Refinance                        78.3333                             10/01/2001
Primary Residence              7.125                            $470,000.00                         PUD

CA                             11/01/2001                       N                                   $3,166.48
926880000                      Select                                                               $469,246.06




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652659844                     Purchase                         59.8802                             11/01/2001
Second Home                    7.25                             $100,000.00                         Single Family

OR                             11/01/2001                       N                                   $682.18
973670000                      Stated Income                                                        $99,913.49

 652660995                     Refinance                        73                                  11/01/2001
Primary Residence              7.25                             $365,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,489.95
078710000                      Standard                                                             $364,715.26

 652661335                     Refinance Cashout                58.7121                             10/01/2001
Primary Residence              7.25                             $387,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,643.44
956300000                      Standard                                                             $386,893.59

 652662210                     Refinance Cashout                66.875                              10/01/2001
Primary Residence              7.25                             $535,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,649.65
958160000                      Standard                                                             $534,162.76

 652662830                     Refinance Cashout                71.88                               11/01/2001
Primary Residence              7.125                            $359,400.00                         Single Family

CO                             11/01/2001                       N                                   $2,421.35
801060000                      Standard                                                             $359,112.59

 652663309                     Refinance                        79.8095                             10/01/2001
Primary Residence              7.25                             $419,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,858.32
919020000                      Standard                                                             $418,344.30

 652663354                     Refinance                        73.1746                             10/01/2001
Primary Residence              6.75                             $461,000.00                         PUD

CA                             11/01/2001                       N                                   $2,990.04
926200000                      Standard                                                             $460,203.94

 652664122                     Refinance Cashout                73.8095                             10/01/2001
Primary Residence              6.875                            $310,000.00                         CondominiumLow Rise
                                                                                                    Standard
CA                             11/01/2001                       N                                   $2,036.48
905030000                      Standard                                                             $309,477.63

 652664199                     Purchase                         79.7719                             10/01/2001
Primary Residence              7                                $347,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,308.60
910420000                      Standard                                                             $346,429.48

 652664427                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.125                            $360,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,425.39
088201750                      Standard                                                             $359,137.50

 652664557                     Refinance                        36.0215                             10/01/2001
Primary Residence              7.25                             $335,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,285.30
949030000                      Standard                                                             $334,460.95

 652665171                     Refinance                        74.3902                             10/01/2001
Primary Residence              7.25                             $305,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,080.64
926920000                      Standard                                                             $304,522.70




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652665617                     Refinance Cashout                63.6719                             11/01/2001
Primary Residence              7.125                            $407,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,745.41
902740000                      Standard                                                             $407,174.12

 652666263                     Refinance                        79.9549                             10/01/2001
Primary Residence              7.125                            $355,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,391.71
926730000                      Standard                                                             $354,430.51

 652667131                     Purchase                         80                                  10/01/2001
Primary Residence              7.125                            $378,400.00                         Single Family

CA                             11/01/2001                       N                                   $2,549.36
926260000                      Standard                                                             $377,792.98

 652670471                     Refinance Cashout                57.5758                             10/01/2001
Primary Residence              7.25                             $380,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,592.27
920370000                      Standard                                                             $379,405.33

 652671224                     Refinance Cashout                73.1707                             11/01/2001
Primary Residence              7.25                             $450,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,069.80
911040000                      Standard                                                             $449,648.95

 652671511                     Refinance Cashout                58.3333                             11/01/2001
Primary Residence              7.25                             $350,000.00                         PUD

NH                             11/01/2001                       N                                   $2,387.62
038840000                      Standard                                                             $349,726.96

 652671862                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $416,000.00                         PUD

CA                             11/01/2001                       N                                   $2,837.86
951200000                      Standard                                                             $415,348.98

 652672699                     Refinance Cashout                71.8519                             11/01/2001
Primary Residence              7.125                            $388,000.00                         PUD

CA                             11/01/2001                       N                                   $2,614.03
913010000                      Standard                                                             $387,689.72

 652674980                     Refinance                        78.7179                             10/01/2001
Primary Residence              7.125                            $307,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,068.32
930650000                      Select                                                               $306,507.52

 652675878                     Refinance                        79.1753                             10/01/2001
Primary Residence              7.125                            $384,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,587.08
911070000                      Standard                                                             $383,384.02

 652676493                     Purchase                         75                                  11/01/2001
Primary Residence              7.25                             $337,500.00                         PUD

UT                             11/01/2001                       N                                   $2,302.35
847700000                      Stated Income                                                        $337,236.71

 652678608                     Refinance Cashout                72.7273                             10/01/2001
Primary Residence              7.25                             $320,000.00                         PUD

CA                             11/01/2001                       N                                   $2,182.97
950030000                      Standard                                                             $319,394.31




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652679323                     Refinance                        74.4186                             10/01/2001
Primary Residence              6.75                             $640,000.00                         Single Family

CA                             11/01/2001                       N                                   $4,151.03
945500000                      Standard                                                             $638,894.84

 652679636                     Refinance                        79.5789                             11/01/2001
Primary Residence              7.125                            $378,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,546.66
900080000                      Standard                                                             $377,635.24

 652680049                     Refinance Cashout                59.6154                             10/01/2001
Primary Residence              7.25                             $310,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,114.75
951320000                      Standard                                                             $309,314.27

 652680121                     Refinance Cashout                62.6154                             11/01/2001
Primary Residence              7.25                             $407,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,776.46
950540000                      Standard                                                             $406,682.50

 652680640                     Refinance Cashout                68.6021                             10/01/2001
Primary Residence              7.25                             $319,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,176.15
945500000                      Standard                                                             $318,500.78

 652684740                     Refinance Cashout                79.2079                             11/01/2001
Primary Residence              7.25                             $400,000.00                         Single Family

VA                             11/01/2001                       N                                   $2,728.71
201480000                      Standard                                                             $399,687.96

 652687457                     Refinance Cashout                73.3333                             11/01/2001
Primary Residence              7.25                             $330,000.00                         CondominiumHigh Rise

CA                             11/01/2001                       N                                   $2,251.19
926290000                      Standard                                                             $329,742.56

 652688080                     Refinance                        78.2609                             11/01/2001
Primary Residence              7.125                            $360,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,425.39
088530000                      Standard                                                             $359,712.11

 652688344                     Refinance Cashout                59.2308                             11/01/2001
Primary Residence              7.125                            $385,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,593.82
900480000                      Standard                                                             $384,692.12

 652688708                     Refinance Cashout                75.5814                             11/01/2001
Primary Residence              7.25                             $325,000.00                         PUD

CA                             11/01/2001                       N                                   $2,217.08
926770000                      Standard                                                             $324,746.46

 652688773                     Refinance                        77.027                              11/01/2001
Primary Residence              7.25                             $342,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,333.05
957620000                      Standard                                                             $341,733.20

 652689900                     Refinance Cashout                75                                  11/01/2001
Primary Residence              7.25                             $375,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,558.17
068973930                      Standard                                                             $374,707.46




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652690026                     Refinance                        65.3704                             11/01/2001
Primary Residence              6.875                            $353,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,318.96
900430000                      Standard                                                             $352,703.44

 652690376                     Purchase                         80                                  11/01/2001
Primary Residence              7.25                             $320,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,182.97
905050000                      Standard                                                             $319,750.36

 652690782                     Refinance Cashout                77.7778                             11/01/2001
Primary Residence              7.125                            $350,000.00                         PUD

CA                             11/01/2001                       N                                   $2,358.02
954030000                      Standard                                                             $349,720.11

 652691296                     Refinance Cashout                75                                  11/01/2001
Primary Residence              7.375                            $232,500.00                         Single Family

CA                             11/01/2001                       N                                   $1,605.82
956880000                      Stated Income                                                        $232,323.09

 652691876                     Refinance                        74.5455                             11/01/2001
Primary Residence              6.75                             $492,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,191.11
945520000                      Standard                                                             $491,476.39

 652692726                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7                                $360,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,395.09
926020000                      Standard                                                             $359,700.00

 652693420                     Refinance Cashout                77.4443                             11/01/2001
Primary Residence              7.125                            $400,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,694.88
950500000                      Standard                                                             $399,680.12

 652694324                     Refinance Cashout                80                                  11/01/2001
Primary Residence              7.25                             $336,000.00                         PUD

CA                             11/01/2001                       N                                   $2,292.12
945800000                      Standard                                                             $335,737.88

 652696198                     Refinance Cashout                56.4516                             11/01/2001
Primary Residence              7.25                             $350,000.00                         Single Family

CA                             12/01/2001                       N                                   $2,387.62
906300000                      Standard                                                             $349,726.96

 652696807                     Refinance Cashout                70.2941                             11/01/2001
Primary Residence              7                                $358,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,385.11
908143210                      Standard                                                             $358,206.14

 652697247                     Refinance Cashout                76.8889                             11/01/2001
Primary Residence              7.125                            $346,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,331.07
928070000                      Standard                                                             $345,554.38

 652699284                     Refinance                        79.8387                             11/01/2001
Primary Residence              7.125                            $297,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,000.95
928810000                      Standard                                                             $296,762.49




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 652700848                     Refinance Cashout                48                                  11/01/2001
Primary Residence              7.375                            $180,000.00                         Single Family

CA                             11/01/2001                       N                                   $1,243.22
902500000                      Stated Income                                                        $179,863.03

 652700926                     Refinance Cashout                77.2727                             11/01/2001
Primary Residence              7.125                            $340,000.00                         Single Family

NH                             11/01/2001                       N                                   $2,290.65
038200000                      Standard                                                             $339,328.10

 652702574                     Refinance Cashout                72.7273                             11/01/2001
Primary Residence              7.25                             $400,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,891.23
956160000                      Standard                                                             $399,525.44

 652703454                     Refinance                        71.7895                             11/01/2001
Primary Residence              7.125                            $341,000.00                         PUD

FL                             11/01/2001                       N                                   $2,297.39
328190000                      Standard                                                             $340,727.30

 652703719                     Refinance Cashout                76.2887                             11/01/2001
Primary Residence              7                                $370,000.00                         PUD

CA                             11/01/2001                       N                                   $2,461.62
928670000                      Standard                                                             $369,696.71

 652705670                     Refinance                        70.9677                             11/01/2001
Primary Residence              7.125                            $440,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,964.37
940800000                      Standard                                                             $439,648.13

 652705724                     Refinance Cashout                68.0435                             11/01/2001
Primary Residence              7.125                            $313,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,108.74
930630000                      Standard                                                             $312,749.70

 652709400                     Refinance Cashout                69.8667                             11/01/2001
Primary Residence              7.125                            $524,000.00                         Single Family

CA                             11/01/2001                       N                                   $3,530.29
902720000                      Standard                                                             $523,580.96

 652711091                     Purchase                         79.7964                             11/01/2001
Primary Residence              7                                $313,600.00                         PUD

CA                             11/01/2001                       N                                   $2,086.39
926020000                      Standard                                                             $313,342.94

 652713481                     Refinance Cashout                60                                  11/01/2001
Primary Residence              7.375                            $90,000.00                          Single Family

MN                             11/01/2001                       N                                   $621.61
550710000                      Stated Income                                                        $89,931.51

 652719245                     Refinance Cashout                79.8781                             11/01/2001
Primary Residence              7.125                            $327,500.00                         PUD

CA                             11/01/2001                       N                                   $2,206.43
926920000                      Standard                                                             $327,238.10

 685006418                     Purchase                         79.9876                             10/01/2001
Second Home                    7.125                            $350,000.00                         Single Family

FL                             11/01/2001                       N                                   $2,358.02
330280000                      Standard                                                             $349,438.55




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 685017718                     Refinance Cashout                59.2157                             09/01/2001
Primary Residence              7.375                            $302,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,085.84
928214754                      Standard                                                             $298,662.47

 685051952                     Purchase                         86.5672                             10/01/2001
Primary Residence              7.125                            $290,000.00                         PUD

MO                             11/01/2001                       N                                   $1,953.79
633850000                      Standard                                                             $289,534.80

 685077385                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $444,000.00                         Single Family

MD                             11/01/2001                       N                                   $3,066.60
208160000                      Standard                                                             $443,197.22

 685080300                     Refinance Cashout                65                                  10/01/2001
Primary Residence              7.125                            $650,000.00                         Single Family

NJ                             10/01/2001                       N                                   $4,379.18
079340000                      Standard                                                             $648,957.30

 685082489                     Refinance Cashout                75                                  09/01/2001
Primary Residence              7.25                             $420,000.00                         Single Family

TX                             11/01/2001                       N                                   $2,865.15
787460000                      Standard                                                             $419,011.10

 685083298                     Refinance Cashout                65.6471                             10/01/2001
Primary Residence              7.375                            $558,000.00                         Single Family

NY                             12/01/2001                       N                                   $3,853.97
103010000                      Standard                                                             $557,148.20

 685088311                     Refinance Cashout                64.5455                             10/01/2001
Primary Residence              7.375                            $355,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,451.90
916040000                      Standard                                                             $354,458.08

 685090958                     Refinance                        86.8902                             10/01/2001
Primary Residence              7.25                             $285,000.00                         Single Family

MA                             11/01/2001                       N                                   $1,944.21
015070000                      Standard                                                             $284,553.98

 685091838                     Refinance Cashout                72.6                                09/01/2001
Primary Residence              7.25                             $326,700.00                         Single Family

TX                             11/01/2001                       N                                   $2,228.67
787460000                      Standard                                                             $325,930.79

 685093966                     Purchase                         85.8974                             10/01/2001
Primary Residence              7.25                             $335,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,285.30
074500000                      Standard                                                             $334,475.74

 685097623                     Purchase                         80                                  10/01/2001
Primary Residence              6.875                            $400,000.00                         PUD

VA                             11/01/2001                       N                                   $2,627.72
201470000                      Standard                                                             $398,819.08

 685099766                     Refinance                        65.9788                             11/01/2001
Second Home                    7.25                             $365,000.00                         Single FamilyLow Rise
                                                                                                    Standard
MI                             11/01/2001                       N                                   $2,638.25
497400000                      Standard                                                             $364,566.96




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 685101229                     Refinance                        50.0174                             10/01/2001
Primary Residence              7.5                              $287,600.00                         2-4 Family

CT                             11/01/2001                       N                                   $2,010.95
068800000                      Super Express                                                        $287,171.77

 685101391                     Refinance Cashout                70                                  10/01/2001
Primary Residence              7.25                             $448,000.00                         PUD

CA                             10/01/2001                       N                                   $3,056.15
926770000                      Standard                                                             $447,298.93

 685102333                     Refinance Cashout                80                                  10/01/2001
Primary Residence              7.625                            $324,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,293.26
939060000                      Standard                                                             $323,529.49

 685102384                     Refinance Cashout                74.8503                             09/01/2001
Primary Residence              7.625                            $375,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,654.23
945230000                      Standard                                                             $374,180.56

 685102561                     Refinance Cashout                63.7                                10/01/2001
Primary Residence              7.625                            $318,500.00                         Single Family

IL                             11/01/2001                       N                                   $2,254.33
606130000                      Standard                                                             $317,791.81

 685103564                     Purchase                         80                                  10/01/2001
Primary Residence              7.25                             $354,400.00                         Single Family

MD                             11/01/2001                       N                                   $2,417.64
208170000                      Standard                                                             $353,845.39

 685104041                     Refinance Cashout                46.1538                             10/01/2001
Primary Residence              7.625                            $300,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,123.39
076520000                      Standard                                                             $299,564.34

 685104526                     Refinance Cashout                67.35                               11/01/2001
Primary Residence              7.25                             $330,000.00                         PUD

CA                             11/01/2001                       N                                   $2,251.19
951311900                      Standard                                                             $329,742.56

 685104898                     Purchase                         79.9921                             10/01/2001
Primary Residence              6.875                            $445,800.00                         Single Family

MA                             11/01/2001                       N                                   $2,928.59
014600000                      Standard                                                             $445,048.80

 685104962                     Purchase                         80                                  10/01/2001
Primary Residence              7.375                            $380,000.00                         PUD

AZ                             12/01/2001                       N                                   $2,624.57
852550000                      Standard                                                             $379,419.92

 685106549                     Refinance Cashout                74.0741                             10/01/2001
Primary Residence              7.5                              $300,000.00                         Single Family

NY                             11/01/2001                       N                                   $2,097.65
109200000                      Standard                                                             $299,553.31

 685106801                     Refinance Cashout                74.9                                10/01/2001
Primary Residence              7.375                            $374,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,586.58
921220000                      Standard                                                             $373,924.87




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 685107399                     Purchase                         80                                  10/01/2001
Primary Residence              6.75                             $394,400.00                         Single Family

CA                             11/01/2001                       N                                   $2,558.08
951180000                      Standard                                                             $393,718.93

 685108088                     Refinance                        77.2093                             11/01/2001
Primary Residence              7.25                             $332,000.00                         PUD

VA                             11/01/2001                       N                                   $2,264.83
221820000                      Standard                                                             $331,741.00

 685108270                     Refinance Cashout                68.0851                             11/01/2001
Primary Residence              7.125                            $320,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,155.90
077020000                      Standard                                                             $319,736.67

 685108897                     Refinance Cashout                69.4309                             10/01/2001
Primary Residence              7.125                            $341,600.00                         Single Family

PA                             11/01/2001                       N                                   $2,301.43
190670000                      Super Express                                                        $341,052.02

 685109145                     Purchase                         80                                  10/01/2001
Primary Residence              6.75                             $336,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,179.29
928330000                      Standard                                                             $335,419.79

 685109299                     Refinance Cashout                47.4444                             11/01/2001
Primary Residence              7.25                             $427,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,912.90
064050000                      Standard                                                             $426,666.89

 685109759                     Refinance Cashout                67.7083                             10/01/2001
Primary Residence              7.25                             $325,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,217.08
917240000                      Standard                                                             $324,491.39

 685109795                     Refinance Cashout                53.5345                             10/01/2001
Primary Residence              6.75                             $310,500.00                         Single Family

CA                             11/01/2001                       N                                   $2,013.90
945500000                      Standard                                                             $309,963.82

 685110159                     Refinance                        53.5385                             10/01/2001
Primary Residence              7.25                             $348,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,373.98
079200000                      Standard                                                             $347,455.40

 685110211                     Purchase                         79.9876                             11/01/2001
Primary Residence              7.25                             $443,000.00                         Single Family

MN                             11/01/2001                       N                                   $3,022.05
553470000                      Standard                                                             $442,654.41

 685110967                     Refinance                        45.92                               10/01/2001
Primary Residence              7.25                             $344,400.00                         CondominiumLow Rise
                                                                                                    Standard
MI                             11/01/2001                       N                                   $2,349.42
483810000                      Standard                                                             $343,861.04

 685111435                     Refinance Cashout                79.1349                             11/01/2001
Primary Residence              7.25                             $311,000.00                         Single Family

CA                             11/01/2001                       N                                   $2,121.57
945130000                      Streamline                                                           $310,757.39




 LOAN_ID                      PURPOSE                         LTV                                 FIRST_PAYMENT_DATE

 OCCUPANCY                    NOTE_RATE                       ORIGINAL_LOAN_AMOUNT                PROPERTY_TYPE
 PROP_STATE                   PAID_TO_DATE                    LOAN_BUYDOWN_IND                    MONTHLY_P_AND_I
 PROP_ZIP_CODE                PROCESSING_STYLE                NOTE_DATE                           ISSUE_DATE_BALANCE

 685111539                     Refinance Cashout                75.5814                             10/01/2001
Primary Residence              7.125                            $325,000.00                         Single Family

GA                             11/01/2001                       N                                   $2,189.59
300300000                      Select                                                               $324,478.65

 685111544                     Refinance Cashout                64.8855                             10/01/2001
Primary Residence              7.125                            $425,000.00                         Single Family

NJ                             11/01/2001                       N                                   $2,863.31
087380000                      Standard                                                             $424,318.24

 685112071                     Refinance Cashout                71.0286                             11/01/2001
Primary Residence              7.25                             $497,200.00                         Single Family

CA                             11/01/2001                       N                                   $3,391.79
900250000                      Standard                                                             $496,212.13

 685113879                     Purchase                         48.9324                             12/01/2001
Primary Residence              6.75                             $275,000.00                         Single Family

MA                             11/01/2001                       N                                   $1,783.65
017300000                      Standard                                                             $275,000.00

 685116657                     Purchase                         83.5476                             11/01/2001
Primary Residence              7.125                            $325,000.00                         Single Family

IN                             11/01/2001                       N                                   $2,189.59
461430000                      Standard                                                             $324,740.10

 685118204                     Refinance Cashout                50.3385                             11/01/2001
Primary Residence              7.25                             $327,200.00                         Single Family

FL                             11/01/2001                       N                                   $2,232.09
341020000                      Standard                                                             $326,876.83

 702004051                     Purchase                         80                                  11/01/2001
Primary Residence              7                                $280,000.00                         PUD

GA                             11/01/2001                       N                                   $1,862.85
300960000                      Standard                                                             $279,770.48

 702004073                     Purchase                         95                                  10/01/2001
Primary Residence              7.625                            $286,558.00                         PUD

GA                             11/01/2001                       N                                   $2,028.24
301520000                      Standard                                                             $286,141.88

 702004340                     Purchase                         90                                  10/01/2001
Primary Residence              7                                $360,000.00                         Single Family

WA                             11/01/2001                       N                                   $2,395.09
981050000                      Standard                                                             $359,408.10

 702004411                     Purchase                         80                                  11/01/2001
Primary Residence              7.5                              $388,000.00                         PUD

NV                             12/01/2001                       N                                   $2,712.95
891170000                      Standard                                                             $386,775.29

 702004434                     Purchase                         57.1429                             10/01/2001
Primary Residence              7.25                             $400,000.00                         Single Family

CT                             11/01/2001                       N                                   $2,728.71
064300000                      Standard                                                             $399,374.03

 702004484                     Refinance Cashout                41.0256                             11/01/2001
Primary Residence              7                                $400,000.00                         Single Family

PA                             11/01/2001                       N                                   $2,661.21
190100000                      Standard                                                             $399,672.12



</TABLE>




<PAGE>





                                    EXHIBIT F

                           FORM OF REQUEST FOR RELEASE


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

          Re:  Custodial  Agreement  dated as of November  29, 2001 by and among
               GMAC  Mortgage  Corporation,  as  Servicer,  Bank  One,  National
               Association., as Trustee and Escrow Bank USA, as Custodian

               In  connection  with the  administration  of the Mortgage  Loans,
pursuant to the above-captioned Custodial Agreement, we request the release, and
hereby acknowledge  receipt,  of the Custodian's  Mortgage Note for the Mortgage
Loan described  below, for the reason  indicated.  All amounts received or to be
received in  connection  with the  liquidation  or other  termination  of or the
payment in full and the  termination of the Mortgage Loan  described  below that
are required to be deposited  pursuant to the Pooling and  Servicing  Agreement,
dated as of November 29, 2001, among Residential Asset Mortgage Products,  Inc.,
the Servicer and the Trustee, have been or will be so deposited.

               Mortgage Loan Number:

               Mortgagor Name, Address & Zip Code:

               Reasons for Requesting Documents (check one):

               1.     Mortgage Paid in Full
--------

               2.     Foreclosure
--------

               3.     Substitution
--------

               4.     Other Liquidation
--------

               5.     Non-liquidation
--------

                             By:
                                 ----------------------------------------------
                                           (authorized signer)

                             Servicer:
                                       ----------------------------------------

                             Address:
                                      -----------------------------------------

                             Date:
                                    -------------------------------------------

Documents Returned to Custodian


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

                                       1
<PAGE>


                                   EXHIBIT G-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                         )
                                 )    ss.:
COUNTY OF                        )
               [NAME OF OFFICER], being first duly sworn, deposes and says:

1. That he is [Title of Officer] of [Name of Owner] (record or beneficial  owner
of the GMACM Mortgage  Pass-Through  Certificates,  Series 2001-J7,  Class R-[ ]
(the  "Owner")),  a  [savings  institution]  [corporation]  duly  organized  and
existing  under the laws of [the State of ] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing  large  partnership  as of [date of  transfer]  within  the  meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code,  (ii) will endeavor to remain other than a  disqualified  organization
for  so  long  as  it  retains  its  ownership  interest  in  the  Class  R-[  ]
Certificates,  and (iii) is acquiring the Class R-[ ]  Certificates  for its own
account  or for the  account of another  Owner  from  which it has  received  an
affidavit and  agreement in  substantially  the same form as this  affidavit and
agreement.  (For this purpose, a "disqualified  organization"  means an electing
large partnership under Section 775 of the Code, the United States, any state or
political  subdivision  thereof,  any  agency or  instrumentality  of any of the
foregoing  (other than an  instrumentality  all of the  activities  of which are
subject to tax and,  except for the Federal Home Loan  Mortgage  Corporation,  a
majority of whose board of directors  is not  selected by any such  governmental
entity) or any foreign government,  international  organization or any agency or
instrumentality of such foreign  government or organization,  any rural electric
or telephone  cooperative,  or any  organization  (other than  certain  farmers'
cooperatives)  that is  generally  exempt  from  federal  income tax unless such
organization is subject to the tax on unrelated business taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class  R-[ ]  Certificates  to  disqualified  organizations  or  electing  large
partnerships,  under the Code,  that  applies  to all  transfers  of Class R-[ ]
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such transfer is through an agent (which person includes a
broker,  nominee or middleman)  for a disqualified  organization,  on the agent;
(iii) that the person  (other than with respect to  transfers to electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability  for
the tax if the  transferee  furnishes  to such  person  an  affidavit  that  the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R-[ ] Certificates may be "noneconomic  residual interests" within the
meaning of Treasury  regulations  promulgated  pursuant to the Code and that the
transferor of a noneconomic  residual  interest will remain liable for any taxes
due with respect to the income on such residual interest,  unless no significant
purpose of the transfer was to impede the assessment or collection of tax.

                                       1
<PAGE>

4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R-[ ] Certificates if either the pass-through  entity is an electing large
partnership under Section 775 of the Code if at any time during the taxable year
of the pass-through  entity a disqualified  organization is the record holder of
an interest in such entity.  (For this purpose, a "pass through entity" includes
a regulated  investment  company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

5. The Owner is a citizen or  resident  of the  United  States,  a  corporation,
partnership  or other entity  created or organized in, or under the laws of, the
United  States or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.

6. That the Owner is aware that the Trustee  will not  register  the transfer of
any Class R-[ ] Certificates  unless the transferee,  or the transferee's agent,
delivers to it an affidavit and agreement,  among other things, in substantially
the same form as this affidavit and agreement.  The Owner expressly  agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

7. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class R-[ ] Certificates  and the  provisions of Section  5.02(f) of the Pooling
and Servicing Agreement under which the Class R-[ ] Certificates were issued (in
particular,  clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver  payments  to a person  other than the Owner and  negotiate a
mandatory sale by the Trustee in the event the Owner holds such  Certificates in
violation of Section 5.02(f)).  The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

8. That the Owner consents to any additional  restrictions or arrangements  that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement  to ensure  that the Class  R-[ ]  Certificates  will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.

9.      The Owner's Taxpayer Identification Number is   _______________ .

10. This  affidavit and agreement  relates only to the Class R-[ ]  Certificates
held by the Owner and not to any other  holder of the Class R-[ ]  Certificates.
The Owner  understands that the liabilities  described herein relate only to the
Class R-[ ] Certificates.

11. That no purpose of the Owner  relating  to the  transfer of any of the Class
R-[ ]  Certificates  by the  Owner is or will be to  impede  the  assessment  or
collection of any tax.

12.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from  whom it  acquired  the  Class  R-[ ]
Certificate  that the Owner  intends to pay taxes  associated  with holding such
Class R-[ ]  Certificate  as they become due,  fully  understanding  that it may
incur tax  liabilities in excess of any cash flows  generated by the Class R-[ ]
Certificate.

                                       2
<PAGE>

13. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R-[ ] Certificates remain outstanding.

14. The  Purchaser is not an employee  benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"),  or an investment  manager,  named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.


                                       3
<PAGE>

               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this 29th day of November, 2001.




                                            [NAME OF OWNER]



                                            By:
                                               ----------------------------
                                                 [Name of Officer]
                                                 [Title of Officer]
[Corporate Seal]

ATTEST:


[Assistant] Secretary

               Personally  appeared before me the above-named [Name of Officer],
known  or  proved  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed  the same as his free act and deed and the free act and deed of
the Owner.

               Subscribed and sworn before me this 29th day of November, 2001.





                              NOTARY PUBLIC



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

                                       4
<PAGE>

                                   EXHIBIT G-2


                         FORM OF TRANSFEROR CERTIFICATE


                                                             , 20
                                          -------------------    ----

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

Bank One, National Association
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc.,  Series 2001-J7

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J7, Class R-[ ]

Ladies and Gentlemen:

               This letter is delivered to you in  connection  with the transfer
by (the  "Seller")  to (the  "Purchaser")  of $  Initial  Certificate  Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2001-J7, Class R-[ ]
(the  "Certificates"),  pursuant to Section  5.02 of the  Pooling and  Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of November 29, 2001
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage  Corporation,  as  servicer,  and Bank One,  National  Association,  as
trustee (the "Trustee").  All terms used herein and not otherwise  defined shall
have the meanings set forth in the Pooling and Servicing  Agreement.  The Seller
hereby  certifies,  represents and warrants to, and covenants  with, the Company
and the Trustee that:

1. No purpose of the Seller  relating to the transfer of the  Certificate by the
Seller to the Purchaser is or will be to impede the  assessment or collection of
any tax.

2. The Seller  understands  that the  Purchaser has delivered to the Trustee and
the Servicer a transfer  affidavit  and  agreement  in the form  attached to the
Pooling and  Servicing  Agreement  as Exhibit  G-1.  The Seller does not know or
believe that any representation contained therein is false.

3.  The  Seller  has  at  the  time  of  the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in the future.  The Seller  understands  that the  transfer of a Class R-[ ]
Certificate  may not be respected for United States income tax purposes (and the
Seller may  continue  to be liable for United  States  income  taxes  associated
therewith) unless the Seller has conducted such an investigation.

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


                          Very truly yours,


                              (Seller)



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


<PAGE>

                                    EXHIBIT H


                     FORM OF INVESTOR REPRESENTATION LETTER


                                                                , 20
                                    ----------------------------    ----

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

Bank One, National Association
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania  19044

Attention:  Residential Asset Mortgage Products, Inc. Series 2001-J7

               RE:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J7, [Class B-[ ]]

Ladies and Gentlemen:

               (the  "Purchaser")  intends to  purchase  from (the  "Seller")  $
Initial   Certificate   Principal   Balance  of  GMACM   Mortgage   Pass-Through
Certificates, Series 2001-J7, Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),  dated
as of November 29, 2001 among  Residential  Asset  Mortgage  Products,  Inc., as
seller (the "Company"), GMAC Mortgage Corporation, as Servicer (the "Servicer"),
and  __________________,  as trustee (the "Trustee").  All terms used herein and
not  otherwise  defined  shall have the  meanings  set forth in the  Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Servicer that:

1.   The Purchaser  understands that (a) the Certificates have not been and will
     not be registered or qualified under the Securities Act of 1933, as amended
     (the "Act") or any state securities law, (b) the Company is not required to
     so register or qualify the Certificates, (c) the Certificates may be resold
     only if registered  and qualified  pursuant to the provisions of the Act or
     any state  securities  law, or if an exemption from such  registration  and
     qualification  is  available,  (d)  the  Pooling  and  Servicing  Agreement
     contains  restrictions  regarding the transfer of the  Certificates and (e)
     the Certificates will bear a legend to the foregoing effect.

                                       1
<PAGE>

2.   The  Purchaser  is  acquiring  the  Certificates  for its own  account  for
     investment  only and not with a view to or for sale in connection  with any
     distribution  thereof  in any  manner  that  would  violate  the Act or any
     applicable state securities laws.

3.   The Purchaser is (a) a substantial,  sophisticated  institutional  investor
     having such  knowledge and  experience  in financial and business  matters,
     and, in particular,  in such matters  related to securities  similar to the
     Certificates, such that it is capable of evaluating the merits and risks of
     investment in the Certificates, (b) able to bear the economic risks of such
     an investment and (c) an "accredited  investor"  within the meaning of Rule
     501(a) promulgated pursuant to the Act.

4.   The Purchaser has been furnished with, and has had an opportunity to review
     (a) a copy of the Private Placement  Memorandum,  dated  __________,  2001,
     relating to the  Certificates  [(b)] a copy of the  Pooling  and  Servicing
     Agreement   and  [(b)]  [(c)]  such  other   information   concerning   the
     Certificates,  the Mortgage  Loans and the Company as has been requested by
     the  Purchaser  from the  Company  or the  Seller  and is  relevant  to the
     Purchaser's  decision to purchase the  Certificates.  The Purchaser has had
     any  questions  arising  from such  review  answered  by the Company or the
     Seller to the  satisfaction  of the  Purchaser.  [If the  Purchaser did not
     purchase the  Certificates  from the Seller in connection  with the initial
     distribution  of the  Certificates  and  was  provided  with a copy  of the
     Private Placement  Memorandum (the  "Memorandum")  relating to the original
     sale  (the  "Original  Sale")  of  the  Certificates  by the  Company,  the
     Purchaser  acknowledges  that such  Memorandum  was  provided  to it by the
     Seller,  that the  Memorandum was prepared by the Company solely for use in
     connection with the Original Sale and the Company did not participate in or
     facilitate  in any way the purchase of the  Certificates  by the  Purchaser
     from the Seller,  and the Purchaser  agrees that it will look solely to the
     Seller and not to the Company with respect to any damage, liability,  claim
     or expense  arising out of,  resulting from or in connection with (a) error
     or omission, or alleged error or omission,  contained in the Memorandum, or
     (b) any  information,  development  or event  arising after the date of the
     Memorandum.]

5.   The  Purchaser  has not and  will  not  nor  has it  authorized  or will it
     authorize any person to (a) offer,  pledge,  sell,  dispose of or otherwise
     transfer  any  Certificate,  any interest in any  Certificate  or any other
     similar security to any person in any manner,  (b) solicit any offer to buy
     or to accept a pledge,  disposition of other  transfer of any  Certificate,
     any interest in any  Certificate  or any other  similar  security  from any
     person in any manner,  (c) otherwise  approach or negotiate with respect to
     any  Certificate,  any  interest in any  Certificate  or any other  similar
     security with any person in any manner,  (d) make any general  solicitation
     by means of  general  advertising  or in any  other  manner or (e) take any
     other action,  that (as to any of (a) through (e) above) would constitute a
     distribution  of any  Certificate  under the Act,  that  would  render  the
     disposition  of any  Certificate a violation of Section 5 of the Act or any
     state  securities law, or that would require  registration or qualification
     pursuant thereto.  The Purchaser will not sell or otherwise transfer any of
     the  Certificates,  except in compliance with the provisions of the Pooling
     and Servicing Agreement.

                                       2
<PAGE>

6.      The Purchaser

(a)  is  not an  employee  benefit  or  other  plan  subject  to the  prohibited
     transaction  provisions of the Employee  Retirement  Income Security Act of
     1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
     1986, as amended (a "Plan"),  or any other person  (including an investment
     manager,  a named  fiduciary or a trustee of any Plan) acting,  directly or
     indirectly,  on behalf of or purchasing any Certificate  with "plan assets"
     of  any  Plan  within  the  meaning  of the  Department  of  Labor  ("DOL")
     regulation at 29 C.F.R. ss.2510.3-101; or

(b)  is an insurance  company,  the source of funds to be used by it to purchase
     the  Certificates  is an "insurance  company general  account"  (within the
     meaning of DOL Prohibited  Transaction Class Exemption ("PTCE") 95-60), and
     conditions  set  forth  in  Sections  I and III of  PTCE  95-60  have  been
     satisfied.

        In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Servicer that the Purchaser
will not transfer  such  Certificates  to any Plan or person unless such Plan or
person meets the requirements set forth in either 6(a) or (b) above.


                              Very truly yours,





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

                                       3
<PAGE>


                                    EXHIBIT I


                    FORM OF TRANSFEROR REPRESENTATION LETTER


                                                                 , 20
                                                    -------------    --

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

Bank One, National Association
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention: Residential Asset Mortgage Products, Inc.,  Series 2001-J7

               Re:    GMACM Mortgage Pass-Through Certificates,
                      Series 2001-J7, [Class B-[ ]]

Ladies and Gentlemen:

               In   connection   with  the  sale  by  (the   "Seller")  to  (the
"Purchaser")  of $  Initial  Certificate  Principal  Balance  of GMACM  Mortgage
Pass-Through  Certificates,  Series 2001-J7, Class (the "Certificates"),  issued
pursuant to the Pooling and  Servicing  Agreement  (the  "Pooling and  Servicing
Agreement"),  dated as of November 29, 2001,  among  Residential  Asset Mortgage
Products,  Inc.,  as seller  (the  "Company"),  GMAC  Mortgage  Corporation,  as
Servicer,  and Bank One, National Association,  as trustee (the "Trustee").  The
Seller hereby  certifies,  represents  and warrants to, and covenants  with, the
Company and the Trustee that:

               Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require  registration or qualification  pursuant thereto.  The Seller
will not act, in any manner set forth in the foregoing  sentence with respect to
any Certificate. The Seller has not and will not



<PAGE>


sell or otherwise  transfer any of the  Certificates,  except in compliance with
the provisions of the Pooling and Servicing Agreement.

                                            Very truly yours,


                                    (Seller)



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


<PAGE>



                                    EXHIBIT J


                        [FORM OF RULE 144A INVESTMENT REPRESENTATION]

                   Description of Rule 144A Securities, including numbers:









               The  undersigned  seller,  as registered  holder (the  "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

1. In  connection  with such  transfer  and in  accordance  with the  agreements
pursuant  to which the Rule 144A  Securities  were  issued,  the  Seller  hereby
certifies  the  following  facts:  Neither  the Seller nor anyone  acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A  Securities,  any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition  of  the  Rule  144A  Securities,  any  interest  in the  Rule  144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

2. The Buyer  warrants and represents  to, and covenants  with, the Seller,  the
Trustee and the Servicer (as defined in the Pooling and Servicing Agreement (the
"Agreement"),  dated as of November 29, 2001 among GMAC Mortgage  Corporation as
Servicer,  Residential Asset Mortgage  Products,  Inc. as depositor  pursuant to
Section 5.02 of the Agreement and Bank One, National  Association,  as trustee),
as follows:

(a)     The  Buyer  understands  that the  Rule  144A  Securities  have not been
        registered under the 1933 Act or the securities laws of any state.

(b)     The Buyer considers  itself a substantial,  sophisticated  institutional
        investor  having such knowledge and experience in financial and business
        matters  that it is  capable  of  evaluating  the  merits  and  risks of
        investment in the Rule 144A Securities.

(c)     The Buyer has been  furnished  with all  information  regarding the Rule
        144A  Securities  that it has requested from the Seller,  the Trustee or
        the Servicer.

                                       1
<PAGE>

(d)  Neither the Buyer nor anyone acting on its behalf has offered, transferred,
     pledged,  sold or  otherwise  disposed  of the Rule  144A  Securities,  any
     interest in the Rule 144A  Securities or any other similar  security to, or
     solicited  any  offer  to  buy  or  accept  a  transfer,  pledge  or  other
     disposition  of the Rule 144A  Securities,  any  interest  in the Rule 144A
     Securities or any other similar  security from, or otherwise  approached or
     negotiated  with respect to the Rule 144A  Securities,  any interest in the
     Rule 144A Securities or any other similar  security with, any person in any
     manner, or made any general solicitation by means of general advertising or
     in any other  manner,  or taken any other action,  that would  constitute a
     distribution of the Rule 144A  Securities  under the 1933 Act or that would
     render the disposition of the Rule 144A Securities a violation of Section 5
     of the 1933 Act or require registration  pursuant thereto, nor will it act,
     nor has it  authorized  or will it  authorize  any  person to act,  in such
     manner with respect to the Rule 144A Securities.

(e)  The Buyer is a "qualified  institutional  buyer" as that term is defined in
     Rule  144A  under  the 1933 Act and has  completed  either  of the forms of
     certification  to that  effect  attached  hereto as Annex 1 or Annex 2. The
     Buyer is aware that the sale to it is being made in  reliance on Rule 144A.
     The Buyer is acquiring the Rule 144A  Securities for its own account or the
     accounts of other qualified  institutional  buyers,  understands  that such
     Rule 144A  Securities may be resold,  pledged or transferred  only (i) to a
     person  reasonably  believed  to be a  qualified  institutional  buyer that
     purchases   for  its  own  account  or  for  the  account  of  a  qualified
     institutional  buyer to whom  notice is given  that the  resale,  pledge or
     transfer  is being made in  reliance  on Rule  144A,  or (ii)  pursuant  to
     another exemption from registration under the 1933 Act.

               [3.    The Buyer

(a)     is not an  employee  benefit  or other plan  subject  to the  prohibited
        transaction provisions of the Employee Retirement Income Security Act of
        1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
        of 1986,  as  amended  (the  "Code")  (a  "Plan"),  or any other  person
        (including an investment  manager, a named fiduciary or a trustee of any
        Plan) acting,  directly or  indirectly,  on behalf of or purchasing  any
        Certificate  with "plan  assets" of any Plan  within the  meaning of the
        Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or

(b)     is an  insurance  company,  the  source  of  funds  to be  used by it to
        purchase the  Certificates  is an "insurance  company  general  account"
        (within  the  meaning  of DOL  Prohibited  Transaction  Class  Exemption
        ("PTCE")  95-60),  and the conditions set forth in Sections I and III of
        PTCE 95-60 have been satisfied.]

               4. This document may be executed in one or more  counterparts and
        by the different parties hereto on separate counterparts, each of which,
        when so executed,  shall be deemed to be an original; such counterparts,
        together, shall constitute one and the same document.


                                       2
<PAGE>


               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.


Print Name of Seller                              Print Name of Buyer
By:                                               By:
   ------------------------------------------
   Name:                                             Name:
   Title:                                            Title:
Taxpayer Identification                           Taxpayer Identification:
No.                                               No:
   ------------------------------------------
Date:                                             Date:
     ----------------------------------------


                                       3
<PAGE>

                              ANNEX 1 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

     1. As indicated  below,  the undersigned is the President,  Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

               2. In  connection  with  purchases  by the Buyer,  the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a  discretionary  basis $ in securities  (except for the excluded  securities
referred  to below) as of the end of the Buyer's  most recent  fiscal year (such
amount  being  calculated  in  accordance  with  Rule  144A)  and (ii) the Buyer
satisfies the criteria in the category marked below.

--   Corporation,  etc. The Buyer is a corporation  (other than a bank,  savings
     and loan  association  or similar  institution),  Massachusetts  or similar
     business  trust,  partnership,  or  charitable  organization  described  in
     Section 501(c)(3) of the Internal Revenue Code.

--   Bank.  The Buyer (a) is a national  bank or banking  institution  organized
     under the laws of any State,  territory or the  District of  Columbia,  the
     business of which is substantially confined to banking and is supervised by
     the State or  territorial  banking  commission or similar  official or is a
     foreign bank or equivalent institution, and (b) has an audited net worth of
     at  least  $25,000,000  as  demonstrated  in its  latest  annual  financial
     statements, a copy of which is attached hereto.

--   Savings and Loan. The Buyer (a) is a savings and loan association, building
     and loan association,  cooperative bank,  homestead  association or similar
     institution,  which  is  supervised  and  examined  by a State  or  Federal
     authority  having  supervision  over any such  institutions or is a foreign
     savings  and loan  association  or  equivalent  institution  and (b) has an
     audited net worth of at least  $25,000,000  as  demonstrated  in its latest
     annual financial statements.

--   Broker-Dealer.  The Buyer is a dealer registered  pursuant to Section 15 of
     the Securities Exchange Act of 1934.

--   Insurance  Company.  The Buyer is an insurance  company  whose  primary and
     predominant business activity is the writing of insurance or the reinsuring
     of risks  underwritten  by  insurance  companies  and which is  subject  to
     supervision by the insurance  commissioner or a similar  official or agency
     of a State or territory or the District of Columbia.

                                       1
<PAGE>

--   State or Local Plan.  The Buyer is a plan  established  and maintained by a
     State, its political subdivisions,  or any agency or instrumentality of the
     State or its political subdivisions, for the benefit of its employees.

--   ERISA  Plan.  The Buyer is an employee  benefit  plan within the meaning of
     Title I of the Employee Retirement Income Security Act of 1974.

--   Investment Adviser. The Buyer is an investment adviser registered under the
     Investment Advisers Act of 1940.

--   SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
     Small  Business  Administration  under  Section  301(c) or (d) of the Small
     Business Investment Act of 1958.

--   Business  Development  Company. The Buyer is a business development company
     as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

--   Trust  Fund.  The Buyer is a trust  fund  whose  trustee is a bank or trust
     company and whose  participants  are exclusively (a) plans  established and
     maintained  by a  State,  its  political  subdivisions,  or any  agency  or
     instrumentality of the State or its political subdivisions, for the benefit
     of its employees, or (b) employee benefit plans within the meaning of Title
     I of the Employee  Retirement  Income  Security  Act of 1974,  but is not a
     trust fund that includes as participants  individual retirement accounts or
     H.R. 10 plans.

               3. The term  "securities"  as used  herein  does not  include (i)
 securities of issuers that are affiliated with the Buyer,  (ii) securities that
 are part of an unsold  allotment to or  subscription by the Buyer, if the Buyer
 is a dealer,  (iii) bank deposit notes and  certificates of deposit,  (iv) loan
 participations, (v) repurchase agreements, (vi) securities owned but subject to
 a repurchase agreement and (vii) currency, interest rate and commodity swaps.

               4. For purposes of determining the aggregate amount of securities
 owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
 cost of such  securities to the Buyer and did not include any of the securities
 referred to in the preceding paragraph.  Further, in determining such aggregate
 amount,  the Buyer may have included  securities  owned by  subsidiaries of the
 Buyer, but only if such  subsidiaries  are  consolidated  with the Buyer in its
 financial  statements prepared in accordance with generally accepted accounting
 principles and if the  investments of such  subsidiaries  are managed under the
 Buyer's direction. However, such securities were not included if the Buyer is a
 majority-owned,  consolidated subsidiary of another enterprise and the Buyer is
 not itself a reporting company under the Securities Exchange Act of 1934.

               5. The Buyer  acknowledges that it is familiar with Rule 144A and
 understands that the seller to it and other parties related to the Certificates
 are relying and will continue to rely on the statements made herein because one
 or more sales to the Buyer may be in reliance on Rule 144A.

                                       2
<PAGE>

                           Will the Buyer be purchasing the Rule 144A
Yes           No           Securities only for the Buyer's own account?

               6. If the answer to the  foregoing  question  is "no",  the Buyer
 agrees that,  in connection  with any purchase of securities  sold to the Buyer
 for the account of a third party  (including any separate  account) in reliance
 on Rule 144A,  the Buyer will only  purchase  for the  account of a third party
 that at the time is a  "qualified  institutional  buyer"  within the meaning of
 Rule 144A.  In  addition,  the Buyer  agrees  that the Buyer will not  purchase
 securities  for  a  third  party  unless  the  Buyer  has  obtained  a  current
 representation  letter from such third party or taken other  appropriate  steps
 contemplated by Rule 144A to conclude that such third party independently meets
 the definition of "qualified institutional buyer" set forth in Rule 144A.

               7. The  Buyer  will  notify  each of the  parties  to which  this
 certification is made of any changes in the information and conclusions herein.
 Until such notice is given,  the Buyer's  purchase of Rule 144A Securities will
 constitute  a  reaffirmation  of  this  certification  as of the  date  of such
 purchase.




                                            Print Name of Buyer


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


                                            Date:

                                       3
<PAGE>


                              ANNEX 2 TO EXHIBIT J


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                    [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

               1. As indicated  below,  the undersigned is the President,  Chief
 Financial  Officer or Senior Vice  President of the Buyer or, if the Buyer is a
 "qualified  institutional buyer" as that term is defined in Rule 144A under the
 Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a Family  of
 Investment Companies (as defined below), is such an officer of the Adviser.

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
 "qualified  institutional  buyer" as defined in SEC Rule 144A  because  (i) the
 Buyer is an investment  company  registered under the Investment Company Act of
 1940,  and (ii) as marked  below,  the Buyer  alone,  or the Buyer's  Family of
 Investment Companies, owned at least $100,000,000 in securities (other than the
 excluded securities referred to below) as of the end of the Buyer's most recent
 fiscal year. For purposes of determining the amount of securities  owned by the
 Buyer  or the  Buyer's  Family  of  Investment  Companies,  the  cost  of  such
 securities was used.

--             The  Buyer  owned  $  in  securities  (other  than  the  excluded
               securities  referred to below) as of the end of the Buyer's  most
               recent  fiscal year (such amount being  calculated  in accordance
               with Rule 144A).

--             The Buyer is part of a Family of Investment Companies which owned
               in  the  aggregate  $ in  securities  (other  than  the  excluded
               securities  referred to below) as of the end of the Buyer's  most
               recent  fiscal year (such amount being  calculated  in accordance
               with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
 two or more registered  investment  companies (or series thereof) that have the
 same investment  adviser or investment  advisers that are affiliated (by virtue
 of  being  majority  owned  subsidiaries  of the same  parent  or  because  one
 investment adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
 securities  of issuers  that are  affiliated  with the Buyer or are part of the
 Buyer's   Family  of  Investment   Companies,   (ii)  bank  deposit  notes  and
 certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
 (v) securities  owned but subject to a repurchase  agreement and (vi) currency,
 interest rate and commodity swaps.

               5. The Buyer is familiar with Rule 144A and understands that each
 of the  parties  to  which  this  certification  is made are  relying  and will
 continue to rely on the statements made herein because one or more sales to the
 Buyer  will be in  reliance  on Rule  144A.  In  addition,  the Buyer will only
 purchase for the Buyer's own account.

                                       1
<PAGE>

               6. The undersigned  will notify each of the parties to which this
 certification is made of any changes in the information and conclusions herein.
 Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
 a reaffirmation of this certification by the undersigned as of the date of such
 purchase.




                                            Print Name of Buyer


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


                                            IF AN ADVISER:



                                            Print Name of Buyer


                                            Date:
                                                 ----------------------------

                                       2
<PAGE>

                                    EXHIBIT K


                 FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN


                                                         , 20
                                          ---------------    --------

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

Bank One, National Association
1 Bank One, Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J7

               Re:    GMACM Mortgage Pass-Through Certificates, Series
                                                                -------
                      2001-J7 Assignment of Mortgage Loan

Ladies and Gentlemen:

               This letter is delivered to you in connection with the assignment
by Bank One,  National  Association  (the  "Trustee") to (the  "Lender") of (the
"Mortgage  Loan")  pursuant  to Section  3.13(d) of the  Pooling  and  Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of November 29, 2001
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage  Corporation,  as Servicer,  and the Trustee. All terms used herein and
not  otherwise  defined  shall have the  meanings  set forth in the  Pooling and
Servicing  Agreement.  The Lender hereby certifies,  represents and warrants to,
and covenants with, the Servicer and the Trustee that:

(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an  assignment  in lieu of  satisfaction  is required to preserve  lien
priority,  minimize or avoid mortgage  recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;

(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the  transaction is solely to comply with, or
facilitate the transaction under, such local laws;

(iii) the Mortgage Loan  following the proposed  assignment  will be modified to
have a rate of  interest  at least  0.25  percent  below  or  above  the rate of
interest on such Mortgage Loan prior to such proposed assignment; and

                                       1
<PAGE>

(iv) such  assignment  is at the  request  of the  borrower  under  the  related
Mortgage Loan.



                                            Very truly yours,



                                    (Lender)


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

                                       2
<PAGE>

                                    EXHIBIT L


                         SCHEDULE OF DISCOUNT FRACTIONS

     Loan
    Number Scheduled Balances  Net Rate       PO Amount     Discount Fraction
---------------------------------------------------------------------------
515076305     $378,914.42        6.00          $15,156.58       0.04000000
516495603     $358,402.53        6.13           $7,168.05       0.02000000
517397204     $628,800.00        6.13          $12,576.00       0.02000000
600079548      $98,046.83        6.00           $3,921.87       0.04000000
600093727     $208,045.19        5.63          $20,804.52       0.10000000
600173359     $387,000.00        6.13           $7,740.00       0.02000000



<PAGE>

                                    EXHIBIT M


                          INFORMATION TO BE INCLUDED IN
                       MONTHLY DISTRIBUTION DATE STATEMENT



(i)     (a) the amount of such  distribution to the  Certificateholders  of such
        Class applied to reduce the Certificate  Principal Balance thereof,  and
        (b)  the  aggregate  amount  included  therein  representing   Principal
        Prepayments;

(ii) the amount of such  distribution  to Holders of such Class of  Certificates
     allocable to interest;

(iii)   if the distribution to the Holders of such Class of Certificates is less
        than the full  amount  that would be  distributable  to such  Holders if
        there  were  sufficient  funds  available  therefor,  the  amount of the
        shortfall;

(iv)    the amount of any Advance by the Servicer pursuant to Section 4.04;

(v)  the number and Pool Stated  Principal  Balance of the Mortgage  Loans after
     giving
        effect to the distribution of principal on such Distribution Date;

(vi)    the  Guaranteed   Distribution  for  such  Distribution  Date,  and  the
        respective  portions thereof allocable to principal and interest for the
        Insured Certificates;

(vii)   the amount of any MBIA Insurance Payment made on such Distribution Date,
        the  amount  of  any   reimbursement   payment  made  to  MBIA  on  such
        Distribution  Date  pursuant to Section  4.02(a)(xvi)  and the amount of
        Cumulative  Insurance  Payments  after  giving  effect  to any such MBIA
        Insurance Payment or any such reimbursement payment to MBIA;

(viii) the related  Subordinate  Principal  Distribution  Amount and  Prepayment
     Distribution Percentage, if applicable;

(ix)    on the basis of the most recent reports furnished to it by the Servicer,
        the number and aggregate  principal  balances of Mortgage Loans that are
        Delinquent  (A) 30-59  days,  (B) 60-89 days and (C) 90 or more days and
        the number and aggregate principal balance of Mortgage Loans that are in
        foreclosure;

(x)  on the basis of the most recent  reports  furnished to it by the  Servicer,
     the number, aggregate principal balance of any REO Properties;

(xi)    the aggregate Accrued Certificate Interest remaining unpaid, if any, for
        each Class of Certificates, after giving effect to the distribution made
        on such Distribution Date;

                                       1
<PAGE>

(xii)   the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of
        the close of business on such Distribution Date and a description of any
        change in the calculation of such amounts;

(xiii) the Pass-Through Rate with respect to the Class IO Certificates,  if any,
     thereof;

(xiv)the  occurrence  of the Credit  Support  Depletion  Date and the  Accretion
     Termination Date;

(xv) the related Senior Accelerated  Distribution  Percentage applicable to such
     distribution;

(xvi)   the related Senior Percentage for such Distribution Date; and

(xvii)  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.


                                       2
<PAGE>

                                   EXHIBIT N
                         FORM OF CUSTODIAN CERTIFICATION


November 29, 2001

Bank One, National Association,
as Trustee
1 Bank One Plaza, Suite IL1-0481
Chicago, Illinois 60670-0481

GMAC Mortgage Corporation.
100 Witmer Road
Horsham, Pennsylvania  19044

MBIA Insurance Corporation
113 King Street
Armonk, New York  10504

Attention:  Residential Asset Mortgage Products, Inc., Series 2001-J7

Re:  Custodial  Agreement  dated as of November 29, 2001, by and among Bank One,
     National Association,  as Trustee, GMAC Mortgage Corporation,  as Servicer,
     and Escrow Bank USA, as Custodian

Ladies and Gentlemen:

               In accordance with Section 2.2 of the  above-captioned  Custodial
Agreement, the undersigned,  as Custodian, hereby certifies that it has received
the  following  with respect to each  Mortgage  Loan listed in the Mortgage Loan
Schedule:

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

                      (b) A lost note affidavit from the Seller 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.

                                       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:


                                       2
<PAGE>

                             SCHEDULE A TO EXHIBIT N

                      EXCEPTIONS TO CUSTODIAN CERTIFICATION



<PAGE>





                                    EXHIBIT O

                                   MBIA POLICY
                               (See Exhibit 10.3)


                                       3
<PAGE>